Simpson Manufacturing Co., Inc. Files Definitive Proxy Statement

Ticker: SSD · Form: DEF 14A · Filed: Mar 19, 2024 · CIK: 920371

Simpson Manufacturing Co., Inc. DEF 14A Filing Summary
FieldDetail
CompanySimpson Manufacturing Co., Inc. (SSD)
Form TypeDEF 14A
Filed DateMar 19, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$2.2 b, $8.26
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Simpson Manufacturing, Corporate Governance, Shareholder Meeting

TL;DR

<b>Simpson Manufacturing Co., Inc. has filed its Definitive Proxy Statement for the period ending May 1, 2024.</b>

AI Summary

Simpson Manufacturing Co., Inc. (SSD) filed a Proxy Statement (DEF 14A) with the SEC on March 19, 2024. Simpson Manufacturing Co., Inc. filed a Definitive Proxy Statement (DEF 14A) on March 19, 2024. The filing covers the period ending May 1, 2024. The company's principal executive offices are located at 5956 W Las Positas Blvd, Pleasanton, CA 94588. The fiscal year end for the company is December 31. The filing fee was not required.

Why It Matters

For investors and stakeholders tracking Simpson Manufacturing Co., Inc., this filing contains several important signals. This filing is a standard procedural document required for public companies to solicit shareholder votes for annual meetings and other corporate actions. It provides essential information to shareholders regarding company governance, executive compensation, and proposals to be voted upon, enabling informed decision-making.

Risk Assessment

Risk Level: low — Simpson Manufacturing Co., Inc. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than significant new developments or financial events.

Analyst Insight

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals to understand the company's governance and strategic direction.

Key Numbers

  • 2024-05-01 — Report Period End Date (Conformed Period of Report)
  • 2024-03-19 — Filing Date (Filed as of Date)
  • 1231 — Fiscal Year End (Fiscal Year End)
  • 001-13429 — SEC File Number (SEC File Number)

Key Players & Entities

  • Simpson Manufacturing Co., Inc. (company) — Registrant
  • 5956 W Las Positas Blvd (address) — Business Address
  • Pleasanton (location) — Business Address City
  • CA (location) — Business Address State
  • 94588 (postal_code) — Business Address ZIP
  • 9255609000 (phone_number) — Business Phone
  • DE (location) — State of Incorporation
  • 1934 Act (regulation) — SEC Act

FAQ

When did Simpson Manufacturing Co., Inc. file this DEF 14A?

Simpson Manufacturing Co., Inc. filed this Proxy Statement (DEF 14A) with the SEC on March 19, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Simpson Manufacturing Co., Inc. (SSD).

Where can I read the original DEF 14A filing from Simpson Manufacturing Co., Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Simpson Manufacturing Co., Inc..

What are the key takeaways from Simpson Manufacturing Co., Inc.'s DEF 14A?

Simpson Manufacturing Co., Inc. filed this DEF 14A on March 19, 2024. Key takeaways: Simpson Manufacturing Co., Inc. filed a Definitive Proxy Statement (DEF 14A) on March 19, 2024.. The filing covers the period ending May 1, 2024.. The company's principal executive offices are located at 5956 W Las Positas Blvd, Pleasanton, CA 94588..

Is Simpson Manufacturing Co., Inc. a risky investment based on this filing?

Based on this DEF 14A, Simpson Manufacturing Co., Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than significant new developments or financial events.

What should investors do after reading Simpson Manufacturing Co., Inc.'s DEF 14A?

Review the proxy statement for details on executive compensation, board nominations, and any shareholder proposals to understand the company's governance and strategic direction. The overall sentiment from this filing is neutral.

How does Simpson Manufacturing Co., Inc. compare to its industry peers?

Simpson Manufacturing Co., Inc. operates in the CUTLERY, HANDTOOLS & GENERAL HARDWARE industry (SIC 3420). This filing is a standard proxy statement for a publicly traded company.

Are there regulatory concerns for Simpson Manufacturing Co., Inc.?

The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

Industry Context

Simpson Manufacturing Co., Inc. operates in the CUTLERY, HANDTOOLS & GENERAL HARDWARE industry (SIC 3420). This filing is a standard proxy statement for a publicly traded company.

Regulatory Implications

The filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

  1. Review executive compensation details and any proposed amendments to equity incentive plans.
  2. Examine director nominations and corporate governance policies outlined in the statement.
  3. Analyze any shareholder proposals and the company's recommendations.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine annual disclosure. No specific comparative data from a prior filing is immediately apparent in this header information.

Filing Stats: 4,313 words · 17 min read · ~14 pages · Grade level 16.5 · Accepted 2024-03-19 16:33:40

Key Financial Figures

  • $2.2 b — ed full-year net sales of approximately $2.2 billion, and produced strong earnings of
  • $8.26 — illion, and produced strong earnings of $8.26 per diluted share. In addition, we deli

Filing Documents

: Election of Directors 9

Item 1: Election of Directors 9 Election Process 9 2024 Nominees 9 Director Qualifications 14 Director Independence 15 Director Nominations 15 The Board's Role and Responsibilities 16 The Board's Role in Risk Management and ESG Oversight 16 Board and Committees Risk Oversight Responsibilities 17 Director Orientation and Education 18 Board and Committee Evaluations 18 Sustainability and Environmental and Social Responsibility 18 Communications with the Board 22 Political Activities and Contributions 22 Board Leadership Structure 22 Executive Sessions 22 Board of Directors and Its Committees 22 Restrictions on Hedging and Pledging Arrangements for All Employees and Directors 23 Board Committees 23 Compensation Committee Interlocks and Insider Participation 27 Compensation Consultant 27 Involvement in Certain Legal Proceedings 27 Related-Party Transactions 28 Compensation of Directors 29 2023 Director Compensation Table 29 iv Simpson Manufacturing Co., Inc. – 2024 Proxy Statement

: Advisory Vote To Approve Named Executive Officer Compensation 31

Item 2: Advisory Vote To Approve Named Executive Officer Compensation 31 Executive Officer Profiles 31 Compensation Discussion & Analysis 34 Executive Summary 34 NEO Compensation Program Design 38

Executive Compensation Analysis 42

Executive Compensation Analysis 42 Comparative Market Information in the Executive Compensation-Setting Process 50 Compensation Committee Report 54

Executive Compensation Tables 55

Executive Compensation Tables 55 2023 Summary Compensation Table 55 2023 Grants of Plan-Based Awards 57 Outstanding Equity Awards at 2023 Fiscal Year End 59 2023 Option Exercises and Stock Vested 60 Pension Benefits 60 2023 Non-Qualified Deferred Compensation Plans 61 Potential Payments Upon Termination or Change in Control 62 CEO Pay Ratio 64 Pay Versus Performance 65 Item 3: Approval of an Amendment to the Company's Certificate of Incorporation to Adopt Provisions Limiting the Liability of Certain Officers as Permitted by Delaware Law 68 Proposed Charter Amendment 68 Item 4: Ratification of Appointment of Independent Registered Public Accounting Firm for Year Ending December 31, 2024 69 Audit and Finance Committee Evaluation 69 Report of the Audit and Finance Committee 70 Principal Accounting Fees and Services 71 Stock Ownership Information 72

Security Ownership of Directors and Executive Officers 72

Security Ownership of Directors and Executive Officers 72

Security Ownership of Certain Beneficial Owners 73

Security Ownership of Certain Beneficial Owners 73 Delinquent Section 16(a) Reports 74 Equity Compensation Plan Information 74 Other Information 75 Questions and Answers About the Annual Meeting of Stockholders and Voting 75 Stockholders' Proposals 80 Appendix A - Amendment to Certificate of Incorporation 82 Simpson Manufacturing Co., Inc. – 2024 Proxy Statement v Table of Contents Proxy Summary Date Wednesday, May 1, 2024 Time 10:00 a.m., Pacific Daylight Time Place www.virtualshare holdermeeting .com/SSD2024 Record Date March 4, 2024 This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully. As used in this Proxy Statement, unless the context otherwise indicates or requires, references to "Simpson," the "Company," "we," "us," and "our" mean Simpson Manufacturing Co., Inc. and its consolidated subsidiaries. We will first send and/or make available this Proxy Statement and the form of proxy for our 2024 Annual Meeting of Stockholders (the "Annual Meeting") to our stockholders on or abou t March 19, 2024. How to Vote By Internet www.proxyvote.com By Telephone Toll-free 1-800-690-6903 By Mail Follow instructions on your proxy card Matters to be Voted On Voting Recommendation Page Reference 1 the election of each director nominee "FOR" 9 2 the advisory vote to approve named executive officer compensation "FOR" 31 3 the approval of an amendment to the Company's Certificate of Incorporation to adopt provisions limiting the liability of certain officers as permitted by Delaware law. "FOR" 68 4 the ratification of our Audit and Finance Committee's appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024. "FOR" 69 Performance Highlights Simpson Manufacturing Co., Inc. – 2024 Proxy Statement 1 Proxy Summary Table of Contents

: Election of Directors

Item 1: Election of Directors The Board of Directors (the "Board") has nominated eight nominees, for one year terms expiring in 2025, and recommends that stockholders vote for each nominee based on their specific background, experience, qualifications, attributes and skills. The Board recommends a vote FOR each director nominee. Page 9 Director Nominees Age Director Since Committees Other Current Public Company Boards James S. Andrasick Independent Non-Executive Chair of the Board, Former Chief Executive Officer of Matson Navigation Company, Inc. 79 2012 Audit and Finance Compensation and Leadership Development Corporate Strategy and Acquisitions Nominating and ESG None Chau Banks Independent Chief Information and Data Officer of The Clorox Company 54 2023 Audit and Finance Compensation and Leadership Development None Felica Coney Independent Vice President, Global Server Operations of Google, Inc. 53 2023 Audit and Finance Corporate Strategy and Acquisitions None Gary M. Cusumano Independent Retired Chairman, Chief Executive Officer and President of The Newhall Land and Farming Company 80 2007 Compensation and Leadership Development Chair Corporate Strategy and Acquisitions None Philip E. Donaldson Independent Executive Vice President & Chief Financial Officer of Andersen Corporation 62 2018 Audit and Finance Chair Corporate Strategy and Acquisitions None Celeste Volz Ford Independent Board Chair and Founder of Stellar Solutions 67 2014 Audit and Finance Corporate Strategy and Acquisitions Chair None Kenneth D. Knight Independent President and Chief Executive Officer of Invitae Corporation 63 2021 Audit and Finance Nominating and ESG Invitae Corporation Michael Olosky President and Chief Executive Officer, Simpson Manufacturing Co., Inc. 55 2023 Corporate Strategy and Acquisitions None We believe our Board is appropriately refreshed, and our directors bring a balance of experience and fresh perspectiv

: Advisory Vote to Approve Named Executive Officer Compensation

Item 2: Advisory Vote to Approve Named Executive Officer Compensation We recommend that you review our executive compensation disclosure, including the Compensation Discussion & Analysis beginning on page 34, which explains in greater detail the philosophy of the Compensation and Leadership Development Committee and its actions and decisions in 2023 regarding our named executive officer compensation programs. While the outcome of this proposal is non-binding, the Board and Compensation and Leadership Development Committee consider the outcome of the vote when making future compensation decisions. The Board recommends a vote FOR this proposal. Page 31 Recent Leadership Changes As previously disclosed, effective January 1, 2023, following the appointment of Michael Olosky as President and Chief Executive Officer ("CEO"), the executive officers were as follows: Mike Olosky , President and Chief Executive Officer Brian Magstadt , Chief Financial Officer and Treasurer Michael Andersen , Executive Vice President, Europe Phil Burton , Executive Vice President, North America Roger Dankel , Executive Vice President, North American Sales Jeremy Gilstrap , Executive Vice President, Innovation Jennifer Lutz , Executive Vice President, Human Resources Kevin Swartzendruber , Senior Vice President, Finance In October 2023, we announced that Kevin Swartzendruber, Senior Vice President, Finance, intended to retire effective March 1, 2024, and that retirement has occurred. Effective December 1, 2023, Cassandra Payton was appointed as Executive Vice President, General Counsel. 2023 Executive Compensation Highlights Below we highlight certain of our executive compensation policies and practices, including both those which we utilize to drive performance and those which we prohibit because we do not believe they would serve our stockholders' long-term interests.

Executive Compensation Summary

Executive Compensation Summary Compensation Philosophy Simpson's executive compensation philosophy emphasizes pay-for-performance. Our philosophy is to provide executive compensation opportunities that are competitively positioned in light of appropriate Simpson Manufacturing Co., Inc. – 2024 Proxy Statement 5 Proxy Summary Table of Contents comparative market data for companies similar to us in terms of revenue size and industry. Our incentive plans are designed to reward strong performance, with greater compensation paid when performance exceeds expectations and less compensation paid when performance falls below expectations. Thus, the actual compensation realized by our Named Executive Officers ("NEOs") will be commensurate with the Company's actual performance. Our Compensation and Leadership Development Committee regularly reviews our executive compensation program's components, targets and payouts to support the strength of our pay-for-performance alignment. Our performance is evaluated against both short-term goals, which support Simpson's business strategy, and long-term goals, which measure the creation of sustainable stockholder value.

Executive Compensation Key Policies and Practices

Executive Compensation Key Policies and Practices Competitive Target Total Compensation Versus Market Competitive Levels Executive Officer Stock Ownership Guidelines and Stock Holding Policy Independent Consultant Retained by the Compensation and Leadership Development Committee

Executive Compensation Clawback Policy

Executive Compensation Clawback Policy "Double-Trigger" Change-in-Control Treatment for Long-Term Compensation Awards Directors and Executive Officers Prohibited from Hedging or Pledging of Common Stock Payout Caps on Incentive Awards Annual Review of Risk Related to Compensation Programs Compensation Programs that Emphasize Pay and Performance Alignment Annual Say on Pay Vote At our 2023 Annual Meeting of Stockholders, Simpson again received strong support for its NEO compensation programs, with over 99.5% of votes cast approving, on an advisory basis, our NEO compensation. In 2023, as in prior years, the Compensation and Leadership Development Committee considered input from our stockholders and other stakeholders as part of its annual review of Simpson's executive compensation program. Please see the "Compensation Discussion & Analysis" section in this Proxy Statement for a detailed description of our NEO compensation programs. Compensation Risk Assessment As part of its oversight of the Company's executive compensation program, the Compensation and Leadership Development Committee reviews and considers any potential risk implications created by compensation. The Compensation and Leadership Development Committee believes that the executive compensation program is designed with the appropriate balance of risk and reward in relation to the Company's overall business strategy and that the balance of compensation elements does not encourage excessive risk taking. The Compensation and Leadership Development Committee will continue to consider compensation risk implications, as appropriate, in designing any new executive compensation components. In connection with its ongoing risk assessment, the Compensation and Leadership Development Committee notes the following attributes of the executive compensation program: the balance between fixed and variable compensation, short- and long-term compensation, and cash and equity payouts; the alignment of long-term

: Ratification of Appointment of Grant Thorton LLP as Auditors

Item 4: Ratification of Appointment of Grant Thorton LLP as Auditors Our Board has ratified our Audit and Finance Committee's appointment of Grant Thornton LLP as Simpson's independent registered public accounting firm for the year ending December 31, 2024, and, as a matter of good governance, we are seeking stockholder ratification of that appointment. The Board recommends a vote FOR this proposal. Page 69 Simpson Manufacturing Co., Inc. – 2024 Proxy Statement 7 Table of Contents Corporate Governance Introduction Our Board maintains a strong commitment to corporate governance and has implemented policies and procedures that we believe are among the best practices in corporate governance. We maintain a corporate governance section on our website which contains copies of our principal governance documents. The corporate governance section, which may be found at www.ir.simpsonmfg.com under "Investor Relations - Corporate Governance," includes, among others, the following documents: Anti Hedging and Anti Pledging Policy Audit and Finance Committee Charter Code of Business Conduct and Ethics Compensation and Leadership Development Committee Charter Compensation Recovery Policy Corporate Governance Guidelines Corporate Strategy and Acquisitions Committee Charter Nominating and ESG Committee Charter Board Independence Board Expertise 7 Independent Directors 2 Financial Experts on Audit Committee Gender Diversity Racial Diversity Board Tenure * Statistics above are for director nominees, and do not include Ms. Chatman or Ms. MacGillivray. 8 Simpson Manufacturing Co., Inc. – 2024 Proxy Statement Table of Contents

: Election of Directors

Item 1: Election of Directors Unless otherwise directed, the persons named as proxies on the enclosed proxy card intend to vote "FOR" the election of each of the nominees. If any nominee should become unavailable

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