Joan Robinson-Berry
VALMONT INDUSTRIESAbout Joan Robinson-Berry
Independent director of Valmont Industries (VMI) since September 2020; age 65. Former Boeing executive (VP/Chief Engineer, Boeing Global Services) with 35+ years in engineering, operations, supply management, and program management; holds an MS in Engineering Management and Business Administration. Serves on Valmont’s Human Resources Committee; classified as independent under NYSE and company standards. Tenure on the board is approximately 4.5 years leading into the April 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boeing Global Services | Vice President, Chief Engineer | 2019–Jul 2020 | Responsible for product safety, technical integrity, and engineering for a $22B business unit |
| Boeing Global Services | Vice President, Engineering | 2018–2019 | Engineering leadership |
| Boeing South Carolina | Vice President, General Manager | 2016–2018 | Site leadership and operations |
| Boeing Shared Services Group | Vice President, Chief Procurement Officer | 2012–2016 | Global supply management leadership |
External Roles
- No other public company directorships were disclosed for Robinson-Berry in the proxy.
Board Governance
- Committee assignments: Human Resources Committee member; the HRC met 4x in 2024, is fully independent, oversees executive/director pay, human capital, labor practices, DEI, safety, and may retain independent advisors (FW Cook).
- Independence: The board determined all directors except the CEO are independent (includes Robinson-Berry).
- Attendance and engagement: Board met 5 times over eight days in 2024; all directors attended at least 75% of board and their committee meetings; all directors attended the 2024 annual shareholder meeting.
- Lead independent director: Catherine J. Paglia; executive sessions of independent directors held at every board meeting.
- Related-party oversight: Audit Committee reviews/approves material related-person transactions; no related-party transactions disclosed involving Robinson-Berry.
- ESG and risk oversight: Governance & Nominating Committee oversees governance, shareholder engagement, and sustainability (including climate), with committee structures described.
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash retainer | $95,000 | Standard non-employee director annual retainer |
| Committee chair fees | $0 | Not a chair; Audit chair +$20k; other chairs +$15k in 2024 |
| Committee member fees | $0 | Only non-chair Audit members receive +$10k; she is on HRC |
| RSU grant (grant-date fair value) | $145,000 | Annual grant; RSUs vest on 1st anniversary (deferrable) |
| Total 2024 compensation | $240,000 | Sum of cash and stock award value |
- 2025 director program changes (approved Feb 2025): annual RSU value increased to $170,000; Audit chair retainer to $25,000; Governance and HRC chair retainers to $17,500.
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| Director RSUs | Time-vested; annual grant; vests after one year (subject to deferral) | None (no performance conditions disclosed for director equity) |
The company’s detailed performance metrics (ROIC, OIG, net earnings, revenue) apply to executive incentives, not director compensation.
Other Directorships & Interlocks
- Current public boards: None disclosed for Robinson-Berry.
- Interlocks/Conflicts: None disclosed involving Robinson-Berry; board notes immaterial, ordinary-course purchases from a subsidiary of Peter Kiewit Sons’, Inc. (relevant to another director).
Expertise & Qualifications
- Education: MS in Engineering Management and Business Administration.
- Technical expertise: Engineering, operations, supply management, program management, product safety/technical integrity; experience leading a $22B Boeing business unit.
- Governance relevance: Engineering and operations experience cited as qualifications for Valmont’s board.
Equity Ownership
| Ownership Detail | Amount | Date/Notes |
|---|---|---|
| Beneficial ownership (common shares) | 1,564 shares | As of March 3, 2025; each named individual (unless noted) owns <1% of outstanding shares |
| Unvested RSUs (director) | 585 units | Unexercised/unvested as of Dec 28, 2024 |
| Hedging/Pledging | Prohibited for directors and officers | Policy prohibits hedging and pledging of company stock |
| Director ownership guideline | 5x annual cash retainer | 5-year compliance window from joining the board |
| Compliance timing | Within 5-year window | Joined Sept 2020; five-year window runs to 2025/2026 cycle |
Governance Assessment
- Strengths for investor alignment: Independent status; active HRC role overseeing compensation and human capital; strong board processes (majority voting, executive sessions every meeting, lead independent director); director stock ownership guidelines; hedging/pledging ban; clawback and broader recoupment policies.
- Compensation structure: Director pay balanced between cash retainer and annual RSUs that vest after one year; 2025 increases to equity grant value modestly deepen equity alignment.
- Engagement and oversight signals: Universal 75%+ attendance and full attendance at the shareholder meeting; say-on-pay support remained high at 95.5% in 2024, indicating broad shareholder approval of compensation governance.
- Potential conflicts/related-party exposure: None disclosed regarding Robinson-Berry; related-person transaction policy in place and applied.
- RED FLAGS: None disclosed in the proxy related to independence, attendance, hedging/pledging, or related-party transactions for Robinson-Berry.