Simpson Mfg. Files DEF 14A Proxy for 2026 Shareholder Meeting

Def 14a - Simpson Manufacturing Co., Inc. (0000920371) (Filer) Filing Summary
FieldDetail
CompanyDef 14a - Simpson Manufacturing Co., Inc. (0000920371) (Filer)
Filed DateMar 24, 2026
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$2.3 billion, $8.24
Sentimentneutral

Complexity: simple

Sentiment: neutral

Topics: proxy-statement, corporate-governance, shareholder-meeting

TL;DR

**Simpson Manufacturing just dropped its proxy statement, get ready to vote on key company decisions!**

AI Summary

Simpson Manufacturing Co., Inc. filed a DEF 14A proxy statement on March 24, 2026, detailing information for its upcoming shareholder meeting. This filing, identified by accession number 0001628280-26-020810, includes 61 documents and covers the period ending March 24, 2026. For current or prospective shareholders, this matters because DEF 14A filings contain crucial details about executive compensation, board nominations, and proposals that directly impact company governance and potentially future stock performance.

Why It Matters

This filing provides shareholders with essential information to make informed decisions on voting matters, directly influencing the company's leadership and strategic direction.

Risk Assessment

Risk Level: low — A DEF 14A filing is a routine disclosure and does not inherently indicate a direct financial risk, but rather provides information for shareholder decisions.

Analyst Insight

Investors should review the full DEF 14A document to understand the proposals, director nominees, and executive compensation details before the upcoming shareholder meeting, as these items can impact future company performance and governance.

Key Numbers

  • 61 — Number of Documents (The total number of documents included in the DEF 14A filing.)
  • 1381599 — Size of DEF 14A iXBRL document (The size in bytes of the primary DEF 14A document (ssd-20260324.htm).)
  • 103463677 — Size of Complete Submission Text File (The total size in bytes of the complete submission text file (0001628280-26-020810.txt).)

Key Players & Entities

  • Simpson Manufacturing Co., Inc. (company) — the filer of the DEF 14A
  • 0000920371 (company) — the CIK of Simpson Manufacturing Co., Inc.
  • 0001628280-26-020810 (dollar_amount) — the SEC Accession Number for the filing
  • 2026-03-24 (date) — the filing date and period of report

Forward-Looking Statements

  • Shareholders will receive detailed information regarding executive compensation and board member nominations for the upcoming annual meeting. (Simpson Manufacturing Co., Inc.) — high confidence, target: 2026-03-24
  • The company will hold its annual shareholder meeting sometime after the March 24, 2026 filing date, as this proxy statement is for that purpose. (Simpson Manufacturing Co., Inc.) — high confidence, target: 2026-06-30

FAQ

What type of SEC filing is this document?

This document is a DEF 14A, which stands for 'Other definitive proxy statements,' filed by Simpson Manufacturing Co., Inc.

When was this DEF 14A filing submitted to the SEC?

The filing date for this DEF 14A was March 24, 2026, and it was accepted on the same day at 16:18:02.

What is the SEC Accession Number for this specific filing?

The SEC Accession Number for this filing is 0001628280-26-020810.

How many individual documents are included in this DEF 14A submission?

There are 61 individual documents included in this DEF 14A submission, as indicated by the 'Documents' count.

What is the mailing address for Simpson Manufacturing Co., Inc. as listed in the filing?

The mailing address for Simpson Manufacturing Co., Inc. is 5956 W LAS POSITAS BLVD, PLEASANTON CA 94588.

Filing Stats: 4,319 words · 17 min read · ~14 pages · Grade level 15.9 · Accepted 2026-03-24 16:18:02

Key Financial Figures

  • $2.3 billion — er improved profitability in 2025, with $2.3 billion in annual net sales, a 19.6% operating
  • $8.24 — es, a 19.6% operating income margin and $8.24 of earnings per diluted share. In North

Filing Documents

: Election of Directors 9

Item 1: Election of Directors 9 Election Process 9 2026 Nominees 9 Director Qualifications 14 Director Independence 15 Director Nominations 15 The Board's Role and Responsibilities 16 Overview 16 The Board's Role in Risk Management and Sustainability Governance 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 Director Stock Ownership Guidelines 29 2025 Director Compensation Table 30 iv Simpson Manufacturing Co., Inc. – 2026 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 35 Executive Summary 35 NEO Compensation Program Design 39

Executive Compensation Analysis 42

Executive Compensation Analysis 42 Additional Compensation Information 50 Compensation Committee Report 55

Executive Compensation Tables 56

Executive Compensation Tables 56 2025 Summary Compensation Table 56 2025 Grants of Plan-Based Awards 58 Outstanding Equity Awards at 2025 Fiscal Year End 60 2025 Option Exercises and Stock Vested 61 2025 Non-Qualified Deferred Compensation Plan 61 Potential Payments Upon Termination or Change in Control 62 CEO Pay Ratio 65 Pay Versus Performance 66 Item 3: Ratification of Appointment of Independent Registered Public Accounting Firm for Year Ending December 31, 2026 70 Audit and Finance Committee Evaluation 70 Report of the Audit and Finance Committee 71 Principal Accounting Fees and Services 72 Stock Ownership Information 73

Security Ownership of Directors and Executive Officers 73

Security Ownership of Directors and Executive Officers 73

Security Ownership of Certain Beneficial Owners 74

Security Ownership of Certain Beneficial Owners 74 Equity Compensation Plan Information 75 Other Information 76 Questions and Answers About the Annual Meeting of Stockholders and Voting 76 Stockholders' Proposals 81 Simpson Manufacturing Co., Inc. – 2026 Proxy Statement v Table of Contents Proxy Summary Date Wednesday, May 6, 2026 Time 10:00 a.m., Pacific Daylight Time Place www.virtualshare holdermeeting .com/SSD2026 Record Date March 11, 2026 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 2026 Annual Meeting of Stockholders (the "Annual Meeting") to our stockholders on or about March 24, 2026. 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 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, 2026. "FOR" 70 Performance Highlights Simpson Manufacturing Co., Inc. – 2026 Proxy Statement 1 Proxy Summary Table of Contents Item 1: Election of Directors The Board of Directors (the "Board") has nominated eight nominees, for one year terms expiring at the 2027 annual meeting of stockholders (the "2027 Annual Meeting"), and recommends that stockholders vote for each nominee based on their specific background, experience, qualifications,

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 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. Simpson Manufacturing Co., Inc. – 2026 Proxy Statement 5 Proxy Summary Table of Contents

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 Cash Severance Benefits and 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 2025 Annual Meeting of Stockholders, Simpson again received strong support for its NEO compensation programs, with over 97.5% of votes cast approving, on an advisory basis, our NEO compensation. In 2025, 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

: 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 for election, the shares will be voted for such substitute nominee as may be proposed by our Board. However, we are not aware of any circumstances that would prevent any of the nominees from serving. Election Process Our Charter provides that all directors shall be elected annually for a term expiring at the next succeeding annual meeting of stockholders or until their respective successors are duly elected and qualified. Accordingly, on the recommendation of our Nominating and CSR Committee, our Board nominates James Andrasick, Chau Banks, Felica Coney, Philip Donaldson, Angela Drake, Celeste Volz Ford, Kenneth Knight, and Michael Olosky, who will stand for election as directors at this year's Annual Meeting, each for a term expiring at our 2027 Annual Meeting. All director nominees are current directors of the Company who were previously elected by stockholders. 2026 Nominees In nominating individuals to become members of the Board, the Nominating and CSR Committee considers the experience, qualifications, attributes and skills of each potential member. Each nominee brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas. The Nominating and CSR Committee and the Board considered the following information, including the specific experience, qualifications, attributes or skills of each individual, in concluding each was an appropriate nominee to serve as a member of our Board for a one-year term commencing at the Annual Meeting (ages are as of March 11, 2026). Our Board of Directors recommends that stockholders vote "FOR" each of the nominees named below. Simpson Manufacturing Co., Inc. – 2026 Proxy Statement 9

Table of Contents

Item 1 Table of Contents James Andrasick Professional Highlights: Mr. Andrasick joined the Board in 2012, and served as Chair of the Board from January 2019 to May 2024. He was the Chairman of Matson Navigation Company Inc.'s ("Matson") board of directors, until his retirement in 2009, and was its President and Chief Executive Officer from 2002 through 2008. Prior to his positions at Matson, he was the Chief Financial Officer of Alexander & Baldwin, Inc., the parent company of Matson, and was responsible for all business development activity. Prior to that, Mr. Andrasick was President for 8 years of C. Brewer & Company, Ltd., a privately-held international agribusiness, transportation and real estate development company based in Honolulu. He currently serves as a Trustee and Treasurer (a

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