SIMPSON MANUFACTURING CO., INC. Letter to Stockholders
To Our Fellow Stockholders:
Thank you for your continued investment in Simpson Manufacturing Co., Inc. (the "Company", "Simpson", "we" or "us"). We cordially invite you to attend Simpson's 2024 Annual Meeting of Stockholders (the "Annual Meeting"), to be held virtually, via live webcast at www.virtualshareholdermeeting.com/SSD2024, at 10:00 a.m., Pacific Daylight Time, on Wednesday, May 1, 2024. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Further information on attending, voting, and submitting questions at the Annual Meeting are included in the accompanying Notice of Annual Meeting and Proxy Statement.
Despite a challenging combination of high housing prices, rising interest rates, and lowered housing starts compared to the prior year, our industry position and growth strategies continued to deliver above-market growth and strong profitability in 2023 and we remain committed to positioning Simpson to continue this growth over the long-term. To this end, in 2023 we achieved consolidated full-year net sales of approximately $2.2 billion, and produced strong earnings of $8.26 per diluted share. In addition, we delivered on nearly every target we had set as part of our 2023 initiatives, strengthened our position in the end markets of residential, component manufacturers, national retail, and Europe with the ongoing integration of ETANCO.
Our Proxy Statement is an opportunity to reflect on the Company's performance, highlight the strengths and efforts of our Board and provide transparency into our corporate governance, sustainability and executive compensation practices. Our Board has a long-standing history of being overseen by independent directors with a diverse set of skills and experiences. We are very proud that 7 out of 8 directors will be independent and 37.5% of our directors will be female if all of the Board nominees are elected at the Annual Meeting.
The accompanying Proxy Statement further highlights key activities and accomplishments in 2023 and contains information on the matters that we are seeking your vote at the Annual Meeting. On behalf of the Board, our executive management team, and the entire Simpson organization, thank you for your continued interest and support.
Sincerely yours,
Mike Olosky | James Andrasick |
President and Chief Executive Officer | Independent Chair of the Board |
March 19, 2024
Your vote is important.
Whether or not you plan to attend the meeting, please take a few minutes now to vote your shares.
Simpson Manufacturing Co., Inc. - 2024 Proxy Statement | i |
Notice of 2024 Annual Meeting of Stockholders
Date
Wednesday, May 1, 2024
Record Date and Voting
You are entitled to vote at the Simpson Manufacturing Co., Inc. (the "Company," "Simpson," "we" or "us") 2024 Annual Meeting of Stockholders, and any adjournment or postponement thereof (the "Annual Meeting") if you were a stockholder of record at the close of business on March 4, 2024 (the "Record Date"). Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on at the Annual Meeting. There were 42,441,160 shares of our common stock outstanding on the Record Date.
Time | Items of Business | |
10:00 a.m., | ||
Pacific Daylight | 1 | To elect eight members to our Board of Directors, for terms expiring in 2025. |
Time | ||
2 | To approve, on an advisory basis, named executive officer compensation. |
Place
www.virtualshare holdermeeting
.com/SSD2024
Record Date
March 4, 2024
- To approve an amendment to the Company's Certificate of Incorporation to adopt provisions limiting the liability of certain officers as permitted by Delaware law.
- To ratify 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.
- To transact such other business that properly comes before the meeting or any adjournment thereof.
Notice and Access
Instead of mailing a printed copy of our proxy materials, including our Annual Report to Stockholders and Annual Report on Form 10-K, to each stockholder of record, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on March 19, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to all stockholders of record as of the Record Date, and post our proxy materials on the website referenced in the Notice (www.proxyvote.com). As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice and/or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
Attending the Annual Meeting
Attend the Annual Meeting virtually and follow the instructions on the website. See page 75"Questions and Answers About the Annual Meeting of Stockholders and Voting" for details.
ii | Simpson Manufacturing Co., Inc. - 2024 Proxy Statement |
Notice of 2024 Annual Meeting of Stockholders
Proxy Voting
Whether or not you plan to attend the meeting, it is important that your shares are represented and voted. We encourage you to vote before the meeting by returning your proxy card or voting via the internet or by telephone.
By Internet | By Telephone | By Mail |
www.proxyvote.com | Toll-free1-800-690-6903 | Follow instructions |
on your proxy card |
The Proxy Statement, Annual Report to Stockholders and Annual Report on Form 10-K are available on the Internet at www.proxyvote.com.
The following information applicable to the Annual Meeting may be found in the Proxy Statement and accompanying proxy card:
- The date, time and location of the Annual Meeting;
- A list of the matters intended to be acted on and our board's recommendations regarding those matters;
- Any control/identification numbers that you need to access your proxy card; and
- Information about attending and voting at the Annual Meeting.
By Order of the Board of Directors,
Cari Fisher
Corporate Secretary
March 19, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 1, 2024.
Simpson Manufacturing Co., Inc. - 2024 Proxy Statement | iii |
Table of Contents
Notice of 2024 Annual Meeting of Stockholders | ii |
Proxy Summary | 1 |
Directors Skills and Experience | 3 |
Corporate Governance Highlights | 4 |
Corporate Social Responsibility Highlights | 4 |
Recent Leadership Changes | 5 |
2023 Executive Compensation Highlights | 5 |
Corporate Governance | 8 |
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 |
Item 2: Advisory Vote To Approve Named Executive Officer Compensation
Executive Officer Profiles
Compensation Discussion & Analysis
Executive Summary
NEO Compensation Program Design
Executive Compensation Analysis
Comparative Market Information in the Executive Compensation-Setting Process Compensation Committee Report
Executive Compensation Tables
2023 Summary Compensation Table
2023 Grants of Plan-Based Awards
Outstanding Equity Awards at 2023 Fiscal Year End
2023 Option Exercises and Stock Vested
Pension Benefits
2023 Non-Qualified Deferred Compensation Plans Potential Payments Upon Termination or Change in Control CEO Pay Ratio
Pay Versus Performance
31
31
34
34
38
42
50
54
55
55
57
59
60
60
61
62
64
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
Audit and Finance Committee Evaluation
Report of the Audit and Finance Committee
Principal Accounting Fees and Services
69
69
70
71
Stock Ownership Information | 72 |
Security Ownership of Directors and Executive Officers | 72 |
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
Date
Wednesday,
May 1, 2024
Time
10:00 a.m., Pacific Daylight Time
Place
www.virtualshare holdermeeting
.com/SSD2024
Record Date
March 4, 2024
Proxy Summary
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 about March 19, 2024.
How to Vote
By Internet | By Telephone | By Mail |
www.proxyvote.com | Toll-free1-800-690-6903 | Follow instructions |
on your proxy card |
Matters to be Voted On
Voting | Page | ||||||||||||||
Recommendation | Reference | ||||||||||||||
1 | the election of each director nominee | "FOR" | 9 | ||||||||||||
2 | the advisory vote to approve named executive officer | "FOR" | 31 | ||||||||||||
compensation | |||||||||||||||
3 | the approval of an amendment to the Company's | ||||||||||||||
Certificate of Incorporation to adopt provisions limiting the | "FOR" | 68 | |||||||||||||
liability of certain officers as permitted by Delaware law. | |||||||||||||||
4 | the ratification of our Audit and Finance Committee's | "FOR" | 69 | ||||||||||||
appointment of Grant Thornton LLP as our independent | |||||||||||||||
registered public accounting firm for the year ending | |||||||||||||||
December 31, 2024. | |||||||||||||||
Performance Highlights | |||||||||||||||
Net Sales Growth | Operating Margins | ROIC | |||||||||||||
34.5% | 23.4% | 21.7% | 24.6% | ||||||||||||
24.1% | 4.6% | 21.5% | 21.1% | 17.2% | |||||||||||
2021 | 2022 | 2023 | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 |
Simpson Manufacturing Co., Inc. - 2024 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 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 | Committees | Other Current Public | |||
Since | Company Boards | |||||
James S. Andrasick | 79 | 2012 | • | Audit and Finance | None | |
Independent | • | Compensation and | ||||
Non-Executive Chair of the Board, | ||||||
Leadership Development | ||||||
Former Chief Executive Officer of | ||||||
• | Corporate Strategy and | |||||
Matson Navigation Company, Inc. | ||||||
Acquisitions | ||||||
• | Nominating and ESG | |||||
Chau Banks | 54 | 2023 | • | Audit and Finance | None | |
Independent | • | Compensation and | ||||
Chief Information and Data Officer of | Leadership Development | |||||
The Clorox Company | ||||||
Felica Coney | 53 | 2023 | • | Audit and Finance | None | |
Independent | • | Corporate Strategy and | ||||
Vice President, Global Server | Acquisitions | |||||
Operations of Google, Inc. | ||||||
Gary M. Cusumano | 80 | 2007 | • | Compensation and | None | |
Independent | Leadership Development | |||||
Retired Chairman, Chief Executive | Chair | |||||
Officer and President of The Newhall | • | Corporate Strategy and | ||||
Land and Farming Company | Acquisitions | |||||
Philip E. Donaldson | 62 | 2018 | • | Audit and Finance Chair | None | |
Independent | • | Corporate Strategy and | ||||
Executive Vice President & Chief | Acquisitions | |||||
Financial Officer of Andersen | ||||||
Corporation | ||||||
Celeste Volz Ford | 67 | 2014 | • | Audit and Finance | None | |
Independent | • | Corporate Strategy and | ||||
Board Chair and Founder of Stellar | Acquisitions Chair | |||||
Solutions | ||||||
Kenneth D. Knight | 63 | 2021 | • | Audit and Finance | Invitae Corporation | |
Independent | • | Nominating and ESG | ||||
President and Chief Executive Officer | ||||||
of Invitae Corporation | ||||||
Michael Olosky | 55 | 2023 | • | Corporate Strategy and | None | |
President and Chief Executive Officer, | Acquisitions | |||||
Simpson Manufacturing Co., Inc. | ||||||
We believe our Board is appropriately refreshed, and our directors bring a balance of experience and fresh perspectives.
2 | Simpson Manufacturing Co., Inc. - 2024 Proxy Statement |
Table of Contents | Proxy Summary |
Average Age
65
Average Tenure
7.1 Years
Independence
88%
Directors Skills and Expertise
The Board is comprised of directors with strong professional reputations, skills and experience in established companies and other organizations of comparable status and size to us and/or in areas or industries relevant to our business, strategy and operations. Core skills, experiences, and statistics for each of our director nominees are included in the summary graphics below. The current composition of the Board and its director nominees reflect director-selection criteria developed by the Nominating and ESG Committee to address our needs and priorities.
This past year, the Nominating and ESG Committee engaged with Heidrick & Struggles to refresh its method of reviewing and evaluating Board skills in an effort to (i) develop a more robust skills matrix that reflects each individual's strengths and expertise and (ii) better communicate to stockholders the key qualifications that each director nominee brings to the Board. Further discussion on the qualifications and experience of director nominees is included in the "2024 Nominees" section of this Proxy Statement.
Gender Diversity | Racial Diversity | Board Tenure |
Board Skills
Olosky | Andrasick | Banks | Coney | Cusumano | Donaldson | Ford | Knight | |
Financial Expertise | n | n | ||||||
Public Company CEO Experience | n | n | n | n | ||||
Innovation and Business | n | n | n | n | n | n | ||
Transformation | ||||||||
Building Industry | n | n | n | |||||
Public Company Executive | ||||||||
Leadership and/or Corporate | n | n | n | n | n | n | n | n |
Governance | ||||||||
Manufacturing | n | n | n | n | n | |||
M&A/Strategic Transactions | n | n | n | n | n | |||
Technology Expertise | n | n | n | n | n | |||
International Perspective | n | n | n | n | ||||
Customer Experience and | n | n | n | n | ||||
Brand Management | ||||||||
Supply Chain/Logistics | n | n | n | n | n | |||
Human Capital/Talent Mgmt. | n | n | ||||||
Enterprise Risk Mgmt. | n | n | n | n | ||||
Sustainability and Environmental | n | n | ||||||
- Directors with experience in each category
- Experience that qualifies but falls outside of the defined temporal range
* Statistics above are for director nominees, and do not include Ms. Chatman or Ms. MacGillivray.
** Average Age and Average Tenure are for nonemployee director nominees, and do not include Ms. Chatman, Ms. MacGillivray or Mr. Olosky.
Simpson Manufacturing Co., Inc. - 2024 Proxy Statement | 3 |
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Simpson Manufacturing Co. Inc. published this content on 01 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 10:43:16 UTC.
