Richard Lanoha
VALMONT INDUSTRIESAbout Richard A. Lanoha
Richard A. Lanoha, age 57, has served on Valmont Industries’ board since October 2019 and is designated an independent director under NYSE and company standards . He is President and Chief Executive Officer of Peter Kiewit Sons’ Inc. and Kiewit Corporation (since January 2020) and brings deep infrastructure construction operating and leadership experience to Valmont’s board . In 2024, the board met five times over eight days and “all directors attended at least 75%” of board and committee meetings; independent directors meet in executive session at every board meeting under a Lead Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peter Kiewit Sons’ Inc. / Kiewit Corporation | President & CEO | Jan 2020–present | Leads large-scale infrastructure business; Kiewit 2024 revenue >$16B . |
| Kiewit | President & COO | 2016–2019 | Enterprise-wide operations leadership . |
| Kiewit Energy Group | President | 2012–2016 | Led energy business; prior EVP over Energy/Power 2010–2012 . |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Peter Kiewit Sons’ Inc. | President & CEO | No (private) | Board deemed Valmont purchases from a Kiewit subsidiary “ordinary course and immaterial” and maintained director independence . |
Board Governance
- Committee assignments (2024–2025): Human Resources Committee member; not a chair .
- Independence: Board determined all directors other than the CEO are independent; Mr. Lanoha is independent .
- Attendance and engagement: Board met five times over eight days in 2024; all directors ≥75% attendance at board and all assigned committees; all directors attended the 2024 annual meeting; independent directors hold executive sessions each meeting led by the Lead Director (Catherine Paglia) .
- Scope of HRC oversight: Executive and director pay, human capital, labor practices, human rights, safety, DEI; authority to hire independent advisors (FW Cook), with independence affirmed and no conflicts .
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| Annual cash retainer (2024) | $95,000 (non-employee directors) | |
| Committee chair fees (2024) | Audit Chair +$20,000; HRC Chair +$15,000; Governance Chair +$15,000 | |
| Committee member fee (Audit only, 2024) | Non-chair Audit members +$10,000 | |
| Lead Independent Director add’l (2024) | +$30,000 | |
| Non-Executive Chair add’l (2024) | +$125,000 | |
| Lanoha 2024 cash fees | $95,000 |
Notes:
- 2025 changes approved: annual director RSU grant value raised to $170,000; Audit Chair add’l retainer to $25,000; HRC and Governance Chair add’l retainer to $17,500 .
Performance Compensation
| Component | Amount/Structure | Vesting/Notes |
|---|---|---|
| Annual RSU grant (directors) | $145,000 grant value in 2024; RSUs vest on first anniversary (deferral optional); one 2024 grant across directors totaled 5,265 RSUs | Time-vested; not performance-based |
| Lanoha 2024 equity | $145,000 stock award; 585 unvested RSUs outstanding at FY2024 end | RSUs vest on first anniversary |
There are no performance-conditioned awards for directors; equity is time-vested RSUs only .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Related-Party Considerations |
|---|---|---|---|
| Peter Kiewit Sons’ Inc. | Private | President & CEO | Board reviewed Valmont purchases from a Kiewit subsidiary and determined they were in the ordinary course and immaterial; independence maintained . |
No other public company directorships for Mr. Lanoha are disclosed in the proxy .
Expertise & Qualifications
- Infrastructure construction CEO with oversight of large, complex operations; brings operations and project execution experience; Kiewit revenue >$16B in 2024 .
- Contributes to HRC oversight of compensation and human capital (safety, labor practices, DEI), aligning with Valmont’s governance structure .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 2,171 shares | Directors’ table as of Mar 3, 2025 . |
| Unvested director RSUs | 585 units | As of Dec 28, 2024 . |
| Shares outstanding (for context) | 20,070,905 | Record date Mar 3, 2025 . |
| Ownership as % of shares outstanding | ~0.011% (2,171 / 20,070,905) | Derived from reported counts . |
| Pledging/Hedging | Prohibited for directors and officers | Policy prohibits pledging and hedging . |
| Director stock ownership guideline | ≥5× annual retainer; 5 years to comply | Guideline level and timeframe . |
| FY2024 year-end stock price (for valuation context) | $306.54 per share | Used in proxy equity valuations . |
Guideline context (informational): 5× $95,000 retainer = $475,000 target; 2,171 owned shares were valued at ~$665,000 at FY2024 close ($306.54), excluding unvested RSUs .
Compensation Committee Analysis (relevance to Lanoha’s HRC service)
- Consultant: FW Cook serves solely the HRC; independence assessed and no conflicts; HRC has authority to retain advisors .
- Say-on-Pay support: 95.5% approval in 2024, with >95% support each year since 2011; indicates broad investor alignment with compensation oversight .
- Clawbacks and recoupment: Executive clawback policy (SEC/NYSE compliant) plus broader recoupment policy; hedging/pledging prohibitions; majority voting for directors .
Related-Party Transactions and Conflicts
- Policy and review: Audit Committee pre-approves and monitors related person transactions >$120,000; reports to board .
- Kiewit relationship: Board determined purchases from a Kiewit subsidiary were in the ordinary course and immaterial; did not impair independence .
- Section 16 compliance: Company reports all required insider ownership reports were timely in 2024 (no delinquent filings) .
Director Compensation (Lanoha – 2024)
| Component | Amount |
|---|---|
| Fees earned/paid in cash | $95,000 |
| Stock awards (grant-date fair value) | $145,000 |
| All other compensation | $0 |
| Total | $240,000 |
Program terms: Non-employee directors receive the $95,000 retainer, plus role-based retainers if applicable, and an annual RSU grant ($145,000 in 2024; raised to $170,000 for 2025); RSUs vest on the first anniversary and may be deferred .
Governance Assessment
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Strengths
- Independent director with relevant large-scale infrastructure operating background; active on HRC overseeing compensation and human capital risk .
- Strong governance framework: majority voting, independent board/committees, prohibitions on hedging/pledging, director ownership guidelines, robust RPT oversight .
- High investor support on say-on-pay (>95%), signaling credibility of compensation oversight (relevant to HRC) .
- Engagement: ≥75% attendance for all directors; independent executive sessions every meeting .
-
Potential Risks/RED FLAGS (monitored and mitigated)
- Interlock risk: CEO of Kiewit; board determined related purchases from a Kiewit subsidiary were ordinary course and immaterial; independence affirmed .
- Time commitments: Full-time CEO role may constrain availability; however attendance metrics threshold was met across directors in 2024 .
-
Alignment signals
- Mix of director pay emphasizes equity (time-vested RSUs) alongside cash retainer, promoting ownership mentality; ownership guidelines of ≥5× retainer in place .
- Based on FY2024 close price, Mr. Lanoha’s owned shares’ value exceeded the guideline threshold (informational, not an explicit compliance attestation) .
Overall, Mr. Lanoha’s board service profile reflects independence, relevant operating expertise, and involvement in compensation and human capital oversight, with a disclosed and monitored related-party context via Kiewit that the board deemed immaterial .