Deborah Caplan
VALMONT INDUSTRIESAbout Deborah H. Caplan
Deborah H. Caplan, age 62, is an independent director of Valmont Industries (VMI) who joined the board on October 27, 2024, and serves on the Human Resources Committee (Compensation Committee) . She was formerly Executive Vice President, Human Resources and Corporate Services at NextEra Energy, Inc. (2019–March 2024) and previously Vice President and Chief Operating Officer of Florida Power & Light (a NextEra subsidiary) . She holds a Bachelor’s in Aerospace Engineering and an MS in Manufacturing Engineering, and brings extensive operating, HR strategy, supply chain, physical security, and cybersecurity experience to Valmont’s board and its Human Resources Committee mandate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextEra Energy, Inc. | EVP, Human Resources & Corporate Services | 2019–Mar 2024 | Led HR strategy; aligns with Valmont HRC focus on compensation and human capital oversight |
| Florida Power & Light Company (NextEra subsidiary) | Vice President and Chief Operating Officer | Not disclosed (prior to 2019) | C-level operations experience supports Valmont’s operational oversight needs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mid-American Apartment Communities | Director | Since 2023 | Not disclosed |
| Arthur J. Gallagher | Director | Since May 2024 | Not disclosed |
| Terminix | Director (former) | 2019–2022 | Not disclosed |
| Boston University – College of Engineering | Advisory Council member | Not disclosed | Advisory capacity |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent (board determined all directors except CEO are independent; all committees fully independent) |
| Board start date | Appointed October 27, 2024 |
| Committees | Human Resources Committee (member) |
| Committee mandates (relevant to Caplan) | HRC oversees director and executive compensation; human capital, labor practices, human rights, safety, DEI; may hire independent consultants |
| 2024 meetings | Board met 5 times over 8 days; HRC met 4 times; all directors attended ≥75% of board and committee meetings |
| Executive sessions | Independent directors meet in executive session at every board meeting |
| Lead independent director | Catherine J. Paglia; leads executive sessions, agenda review, liaison role |
| Director retirement age | Directors over 75 not renominated (policy) |
Fixed Compensation (Non‑Employee Director Program)
| Component | Amount/Policy |
|---|---|
| Annual cash retainer (2024) | $95,000 |
| Committee chair retainers (2024) | Audit Chair +$20,000; HRC Chair +$15,000; Governance Chair +$15,000 |
| Audit Committee member (non‑chair) (2024) | +$10,000 |
| Lead independent director (2024) | +$30,000 |
| Non‑executive Chair (2024) | +$125,000 |
| Annual equity grant (2024) | RSUs valued at $145,000; granted at annual meeting; one‑year vest; deferral allowed |
| 2025 updates (effective Feb 2025 board action) | RSU grant increased to $170,000; Audit Chair retainer to $25,000; HRC/Governance Chairs to $17,500 |
Caplan’s 2024 actual director compensation (partial year):
| Component | Amount |
|---|---|
| Fees earned (cash) | $15,833 (partial year; joined Oct 27, 2024) |
| Stock awards | $0 (no 2024 RSU grant due to joining post‑April annual meeting; director RSUs are granted at the annual meeting) |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance‑conditioned director pay | None; non‑employee director equity is time‑based RSUs vesting on first anniversary; no performance metrics disclosed for director pay |
Other Directorships & Interlocks
| Potential interlock area | Observation |
|---|---|
| Customers/Suppliers/Partners | Proxy does not disclose any related‑party transactions involving Caplan; standing policy requires Audit Committee review/approval for any “related person transactions” >$120,000 . The board affirmed independence of all directors except CEO; an immaterial ordinary‑course purchase from a Kiewit subsidiary (related to another director) was noted; no such disclosure for Caplan . |
Expertise & Qualifications
- HR strategy, human capital management, and executive compensation expertise aligned with HRC remit .
- Deep operations, supply chain, physical security, and cybersecurity experience from utility/industrial contexts .
- STEM credentials: BS Aerospace Engineering; MS Manufacturing Engineering .
- Current public board experience (MAA, AJG) and prior public board service (Terminix) supporting governance breadth .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 0 shares; percent of class 0% (below 1% threshold) |
| Unvested director RSUs at 12/28/2024 | None for Caplan (joined after April 2024 grant; unvested director RSUs list did not include Caplan) |
| Hedging/Pledging policy | Directors are prohibited from hedging or pledging Valmont stock |
| Director stock ownership guideline | 5x annual cash retainer; compliance window 5 years from joining |
| Compliance status | New director within 5‑year build period; not yet applicable |
Compensation Committee Analysis (HRC)
- Membership: Neary (Chair), Paglia, Lanoha, Robinson‑Berry, Caplan; all independent .
- Independent consultant: FW Cook advises HRC; assessed independent; provides no other services to Valmont .
- Scope: Oversees executive/director pay, human capital and compensation risk, and receives reports on labor practices, human rights, safety, DEI .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay support remains strong: 95.5% approval in 2024; company has exceeded 95% support every year since 2011 .
Related‑Party Transactions and Policies
- Audit Committee reviews and approves/disapproves material related‑person transactions (> $120,000); policy in place; none disclosed involving Caplan in 2024 .
- Board independence affirmed for all directors except the CEO; independent committees across Audit, HRC, Governance .
Risk Indicators & Red Flags
- RED FLAG (alignment watch): 0 shares beneficially owned as of March 3, 2025; however, Caplan is within the five‑year buildup period under the director stock ownership guideline (5x retainer), and equity grants are typically made at the annual meeting (she joined post‑grant in 2024) .
- Governance mitigants: Prohibitions on hedging/pledging, majority‑vote standard, executive clawback and broader recoupment policies, and strong committee independence reduce governance risk .
Governance Assessment
- Board effectiveness signals: Strong independence, frequent executive sessions led by a Lead Independent Director, and high say‑on‑pay support enhance investor confidence .
- Committee fit: Caplan’s HR and operations background is well matched to HRC’s remit over compensation and broader human capital oversight .
- Alignment trajectory: Expect initial RSU grant at the 2025 annual meeting and multi‑year progress toward 5x retainer ownership guideline; monitor for timely progress on ownership targets .
- Conflicts: No related‑party or interlock conflicts disclosed for Caplan; Audit Committee has active related‑party oversight .
Appendix: 2024 Board and Committee Activity Context
| Body | Meetings in 2024 | Notes |
|---|---|---|
| Board of Directors | 5 meetings over 8 days; all directors ≥75% attendance; all attended 2024 annual meeting | Independent director executive sessions at every meeting |
| Audit Committee | 6 meetings | Oversight of financial reporting, external auditor, IT/cybersecurity, legal/compliance; all independent; all members designated financial experts |
| Human Resources Committee | 4 meetings | Oversees executive/director pay, human capital, DEI, safety; retains FW Cook |
| Governance & Nominating Committee | 4 meetings | Oversees governance, board refreshment, sustainability/ESG (including climate), and shareholder engagement |
Sources: Valmont Industries, Inc. 2025 DEF 14A (filed March 12, 2025). All data and statements above are cited to the proxy: .