Catherine Paglia
VALMONT INDUSTRIESAbout Catherine James Paglia
Independent director and current Lead Director at Valmont Industries (VMI). Age 72; director since February 2012 (13 years as of 2025). Former managing director at Morgan Stanley (8 years) and Interlaken Capital (10 years); previously CFO of two public corporations. Serves on VMI’s Audit and Human Resources Committees and is qualified as an Audit Committee financial expert; independence affirmed under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director | 8 years | Capital markets and finance leadership |
| Interlaken Capital | Managing Director | 10 years | Private equity/asset management experience |
| Two public corporations | Chief Financial Officer | Not disclosed | CFO credential; audit/controls competence |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enterprise Asset Management, Inc. (private) | Director | Since Sept 1998 | NY-based privately-held real estate and asset management company |
| Columbia Funds | Director | Not disclosed | Mutual fund complex board member |
| Carnegie Endowment for International Peace | Trustee | Not disclosed | Non-profit governance |
Board Governance
- Committee assignments: Audit Committee (member), Human Resources Committee (member) .
- Lead Director responsibilities: presides over executive sessions, approves agendas, can call meetings of independents, reviews committee memberships, liaison to CEO; contact address disclosed for shareholders .
- Independence: Board majority independent (9 of 10 post-meeting); all committees fully independent; Paglia qualifies under NYSE and company standards .
- Audit Committee financial expertise: all members designated as financial experts (includes Paglia) .
- Attendance: Board met five times over eight days in 2024; independent directors meet in executive session at every board meeting; all directors attended at least 75% of board and committee meetings on which they served .
- Executive sessions frequency: at every board meeting (five in 2024) .
- Retirement policy: directors not nominated if over age 75 at time of election .
- Clawback and recoupment: executive clawback policy per SEC/NYSE; broader recoupment for employees; hedging/pledging prohibited for directors and officers .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non-employee director retainer |
| Lead Director retainer | $30,000 | Additional cash retainer |
| Audit Committee member retainer | $10,000 | Additional cash retainer for non-chair audit members |
| Cash total (Paglia) | $135,000 | Sum of above |
| RSU grant (grant-date fair value) | $145,000 | Annual director RSUs; vest in one year; subject to deferral |
| Unvested RSUs at 12/28/2024 | 585 units | Per director count including Paglia |
| Total 2024 director compensation (Paglia) | $280,000 | Cash + RSUs |
| 2025 changes (effective) | RSU grant increased to $170,000; chair retainers raised (Audit chair $25,000; HR/Governance chairs $17,500) | Board action following peer review |
- Compensation mix (Paglia, 2024): Cash $135,000 (48%), Equity $145,000 (52%) .
Performance Compensation
- Directors receive time-based RSUs; no performance metrics tied to director equity. VMI’s Human Resources Committee oversees executive pay-for-performance; key metrics and thresholds inform governance of incentive alignment .
| 2024 Annual Incentive Metrics (Executives) | Threshold (0.5x) | Target (1.0x) | Stretch (1.5x) | Maximum (2.0x) |
|---|---|---|---|---|
| Corporate Net Earnings (USD mm) | $284 | $316 | $335 | $355 |
| Revenue (USD mm) | $3,800 | $4,181 | $4,331 | $4,550 |
| 2022–2024 Long-Term PSUs Metrics | Threshold | Target | Stretch | Maximum |
|---|---|---|---|---|
| ROIC (70% weight) | 9.8% | 11.5% | 12.5% | 13.95% |
| OIG (30% weight) | 0% | 5% | 10% | 15% |
- Actual outcomes: 2024 annual incentives paid at 159% of target for corporate executives; long-term PSUs for 2022–2024 paid at 200% of target based on adjusted ROIC 14.56% and adjusted OIG 18.10% .
Other Directorships & Interlocks
| Entity | Relationship to VMI | Potential Interlock/Conflict |
|---|---|---|
| Columbia Funds | No VMI transaction disclosed | Asset manager board role; no related party transaction disclosed |
| Enterprise Asset Management (private) | No VMI transaction disclosed | Private company; no related party transaction disclosed |
| Carnegie Endowment | Non-profit | Contributions to tax-exempt organizations disclosed if above thresholds; none noted for Paglia |
- Related-party oversight: Audit Committee reviews/approves any material related person transactions >$120,000; none disclosed involving Paglia. Board determined purchases from a Kiewit subsidiary (linked to director Lanoha) were ordinary course and immaterial .
Expertise & Qualifications
- Capital markets and CFO expertise; prior service as CFO of two public companies .
- Audit Committee financial expert designation .
- Governance leadership as Lead Director with agenda-setting and executive session responsibilities .
- Asset management oversight (Columbia Funds) and non-profit governance (Carnegie Endowment) .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 9,331 | As of March 3, 2025 |
| Ownership % of outstanding | 0.0465% | 9,331 / 20,070,905 shares outstanding |
| Unvested RSUs | 585 | As of 12/28/2024 |
| Pledged or hedged shares | Prohibited | Company policy prohibits hedging/pledging by directors |
| Director stock ownership guideline | 5× annual retainer | Directors have 5 years to comply |
| Apparent compliance status | Exceeds | 9,331 × $306.54 = ~$2,860,325 vs. guideline $475,000 (5 × $95,000) |
Governance Assessment
- Strengths: Independent Lead Director with clear authority; full independence of audit, HR and governance committees; robust clawback and recoupment; anti-hedging/pledging; strong attendance; audit financial expertise on committee; investor support reflected in 95.5% say-on-pay approval in 2024 .
- Alignment: Director equity and ownership guidelines promote long-term alignment; Paglia’s ownership significantly exceeds guideline; RSUs are time-based to reinforce retention without short-term risk-taking .
- Conflicts/Related Party: No Paglia-related transactions disclosed; committee policy actively screens related party exposure; board flagged Kiewit-related purchases as immaterial, indicating oversight rigor .
- RED FLAGS: None disclosed for Paglia (no low attendance, no pledging/hedging, no related-party transactions, no compensation anomalies) .