Mogens Bay
VALMONT INDUSTRIESAbout Mogens C. Bay
Mogens C. Bay, age 76, is the non-executive Chairman of Valmont Industries, Inc. (VMI). He has served on Valmont’s board since October 1993, was Chairman & CEO from 1997–2017, Executive Chairman in 2018, and has been non-executive Chairman since January 2019. He holds dual U.S. and Danish citizenship and brings 40 years of company-specific operating and strategic experience to the board . The board states all directors other than the CEO are independent under NYSE standards, implying Bay is independent in 2024–2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valmont Industries, Inc. | Non-Executive Chairman of the Board | Jan 2019–present | Leads board; independent directors meet in executive session at every board meeting . |
| Valmont Industries, Inc. | Executive Chairman | 2018 | Transition leadership following CEO tenure . |
| Valmont Industries, Inc. | Chairman & Chief Executive Officer | Jan 1997–Dec 2017 | Oversaw long-term strategy and global expansion . |
| Valmont Industries, Inc. | President & Chief Executive Officer | Aug 1993–Dec 1996 | Led early CEO tenure pre-Chairman role . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peter Kiewit Sons’, Inc. | Director (prior) | Not disclosed (prior) | Prior service; see interlocks/conflicts section . |
| ConAgra Foods, Inc. | Director (prior) | Not disclosed (prior) | Prior public company board experience . |
Board Governance
- Role and independence:
- Non-Executive Chairman; independent director per board’s annual independence determination (all directors except the CEO are independent) .
- Lead Independent Director: Catherine J. Paglia (presides at executive sessions, approves agendas, can call meetings of independent directors) .
- Committee assignments:
- Not listed as a member of any standing committee (current Audit: den Daas (Chair)/Neary/Paglia/Milliken/Favre; HRC: Neary (Chair)/Paglia/Lanoha/Robinson-Berry/Caplan; Governance & Nominating: Milliken (Chair)/Freye/den Daas/Favre). Bay does not appear on these rosters .
- Attendance and engagement:
- Board met five times over eight days in 2024; all directors attended ≥75% of board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Independent directors meet in executive session at every board meeting .
- Committee activity levels in 2024:
- Audit: 6 meetings; HRC: 4; Governance & Nominating: 4 .
- Governance practices relevant to directors:
- Majority voting in director elections; director stock ownership guideline = 5x annual retainer (5-year compliance window); prohibition on hedging/pledging company stock by directors and officers .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $95,000 | Standard cash retainer . |
| Additional cash retainer — Non-Executive Chair | $125,000 | Incremental retainer for Board Chair . |
| Total cash paid to Bay (2024) | $220,000 | Fees earned/paid in cash as reported . |
| Annual equity grant (RSUs) — 2024 | $145,000 | Granted on annual meeting date; vests on 1st anniversary (deferral available) . |
| Unvested RSUs at 12/28/2024 | 585 units | Unvested RSUs held by Bay at FY-end . |
| 2025 program change (for all directors) | RSU value increased to $170,000 | Also: Audit Chair retainer to $25,000; Governance & HRC Chair retainers to $17,500 . |
Director equity is time-based; no meeting fees are disclosed; the board caps total director cash+equity at $750,000 per director per calendar year .
Performance Compensation (Director)
| Performance Element | Applies to Bay? | Detail |
|---|---|---|
| Annual performance bonus | No | Non-employee directors are compensated with cash retainers and time-vested RSUs only; no performance-based director bonuses disclosed . |
| Performance share units or performance-conditioned equity | No | Director equity consists of RSUs vesting after one year (subject to deferral); no performance conditions disclosed . |
| Options | No | Director equity disclosed as RSUs; option awards are discussed for executives; no director options disclosed . |
Other Directorships & Interlocks
| Company | Type | Relationship | Potential Conflict/Notes |
|---|---|---|---|
| Peter Kiewit Sons’, Inc. | Private construction | Bay previously served as a director; VMI director Richard A. Lanoha is Kiewit’s President & CEO; board determined purchases from a Kiewit subsidiary were ordinary course and immaterial; all directors (except CEO) deemed independent . | |
| ConAgra Foods, Inc. | Public | Bay previously served as a director | No VMI-related transactions disclosed . |
Expertise & Qualifications
- Deep Valmont operating knowledge (CEO 1997–2017; 40 years at the company), global strategy, and industrial/manufacturing expertise; dual U.S./Danish citizenship supports international perspective .
- Board leadership experience as non-executive chair; independence under NYSE rules as determined by the board .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 131,145 | As of March 3, 2025; does not exceed 1% disclosure threshold in table footnote but absolute figure provided . |
| Additional shares with shared voting power (not included above) | 250,000 | Shares owned by the Robert B. Daugherty Foundation over which Bay shares voting power (not included in his beneficial ownership line) . |
| Shares outstanding (for context) | 20,070,905 | As of record date March 3, 2025 . |
| Ownership as % of outstanding (calc.) | ~0.65% | 131,145 ÷ 20,070,905; derived from disclosed counts . |
| Unvested RSUs (director) | 585 | As of FY-end 12/28/2024 . |
| Hedging/pledging | Prohibited | Policy prohibits directors and officers from hedging or pledging company stock . |
| Director ownership guideline | 5x annual retainer; 5 years to meet | Applies to all directors; individual compliance not disclosed . |
Insider Filings and Trades (Compliance Snapshot)
| Item | Status | Source |
|---|---|---|
| Section 16(a) compliance (FY2024) | Company believes all directors and officers filed required reports on a timely basis; no delinquencies noted |
Governance Assessment
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Strengths (board effectiveness and alignment)
- Independent non-executive Chairman with extensive company and industry experience; independent directors meet in executive session each board meeting .
- Robust engagement: 5 board meetings over eight days in 2024; all directors ≥75% attendance; full attendance at 2024 annual meeting .
- Clean structure and independence: all board committees fully independent; clear committee charters; lead independent director role is active .
- Alignment mechanisms: director ownership guideline (5x retainer); hedging/pledging prohibited; director equity via RSUs (hold through 1 year) .
- Shareholder support signal: Say-on-pay approval 95.5% in 2024 (historically >95% since 2011) .
-
Watch items (potential investor concerns)
- Tenure and prior CEO status: director since 1993 and former long-serving CEO; while the board deems him independent under NYSE rules, some investors scrutinize long tenure for perceived independence erosion .
- Historical interlock context: past Kiewit directorship and a current VMI director who is Kiewit’s CEO; board assessed related purchases as ordinary and immaterial, but the relationship merits continued monitoring .
- Concentration of influence: significant personal holdings and shared voting over 250,000 foundation shares; while not included in beneficial ownership line, shared voting could influence outcomes .
Overall, Bay’s independent chair role, attendance, and alignment policies are positives for investor confidence; the primary governance consideration is his very long tenure and former CEO status, which should be balanced by the board’s refreshment, independent leadership structures, and strong shareholder support trends .