Theo Freye
VALMONT INDUSTRIESAbout Theo Freye
Independent director since June 2015; age 75; citizen of Germany. Retired CEO of CLAAS KGaA (family-owned $4.5B agricultural machinery), with 30+ years international machinery experience, including Chairman/President of CLAAS North America and General Manager of the Caterpillar-CLAAS JV. Holds a Master’s in Mechanical Engineering and a Ph.D. in Agricultural Science .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CLAAS KGaA | Chief Executive Officer | Retired October 2014 | Led global ag machinery operations; deep international and engineering background |
| CLAAS North America | Chairman and President | Several years (not dated) | Oversight of North American operations; international operating leadership |
| Caterpillar-CLAAS JV | General Manager | Several years (not dated) | Managed JV serving North American and Australian markets |
External Roles
- No other public company directorships disclosed for the past five years; biography lists operating roles only .
Board Governance
- Committees: Governance & Nominating Committee member (current members: Milliken—Chair, Freye, den Daas, Favre). The committee met 4 times in 2024 and oversees governance structure, board leadership/succession, shareholder engagement, and ESG/sustainability risks (assumed from the former ESG Committee) .
- Independence: Board determined all directors except the CEO are independent under NYSE standards; Freye is independent .
- Attendance and engagement: Board met 5 times over 8 days in 2024; all directors attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting. Independent directors meet in executive session at every board meeting; Lead Independent Director is Catherine J. Paglia .
- Related-party oversight: Audit Committee pre-approves and reviews material related person transactions; no such transactions disclosed for Freye. Purchases from a subsidiary of Peter Kiewit Sons’ Inc. (linked to director Lanoha’s employer) were deemed immaterial .
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Annual cash retainer | $95,000 |
| Equity (annual RSU grant fair value) | $145,000 (RSUs vest on first anniversary; unvested RSUs at year-end shown below) |
| Total 2024 director compensation | $240,000 |
- 2025 changes approved: annual RSU grant value increased to $170,000; committee chair retainers for Audit and Governance/Human Resources increased to $25,000 and $17,500, respectively (not applicable to Freye unless chair) .
Performance Compensation
- No performance-conditioned director compensation disclosed (director RSUs time-based; no director options or performance metrics tied to director pay) .
Other Directorships & Interlocks
| Entity | Relationship | Notes |
|---|---|---|
| None disclosed | — | No other public boards listed for Freye in the last five years |
| Peter Kiewit Sons’ Inc. (context) | Immaterial purchases from a subsidiary | Board assessed as ordinary course and immaterial; not associated with Freye |
Expertise & Qualifications
- International machinery operations, engineering leadership, and JV governance experience .
- Advanced technical education (Mechanical Engineering M.S.; Agricultural Science Ph.D.) .
- Governance skillset aligned with Valmont’s needs (international, engineering, operations) per board skills matrix context .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 2,100 shares |
| Unvested RSUs (12/28/2024) | 585 RSUs |
| Shares outstanding (record date) | 20,070,905 |
| Ownership as % of shares outstanding | ~0.0105% (2,100 / 20,070,905; calculated) |
| Anti-hedging/pledging policy | Directors prohibited from hedging or pledging Company stock |
| Director stock ownership guideline | ≥5x annual cash retainer; 5-year compliance window |
| Reference price (FY24 year-end) | $306.54 (used for valuation context) |
Indicative alignment: 2,100 owned shares plus 585 unvested RSUs equate to ~$825k at $306.54/share versus a guideline of ≥$475k (5 × $95k retainer); calculation suggests he likely meets the director guideline based on year-end pricing and disclosed holdings .
Governance Assessment
- Board effectiveness: Active on Governance & Nominating (oversight of governance architecture, succession, shareholder engagement, and sustainability), which met 4 times in 2024—supports board-refreshment and ESG integration .
- Independence and engagement: Independent director with consistent attendance benchmarks and participation in regular executive sessions enhances oversight quality .
- Alignment: Material equity ownership and RSU participation, combined with anti-hedging/pledging policies and stock ownership guidelines, promote skin-in-the-game alignment for directors .
- Potential red flags: None disclosed for related-party transactions, pledging, hedging, or Section 16(a) delinquency (Company reported timely filings). Note: Director retirement policy restricts nominations when a director would be over 75 at election; Freye is age 75 as of 2025—succession planning consideration for future terms .