Simpson Manufacturing (SSD) DEF 14ADefinitive proxy

Co., Inc. and its consolidated subsidiaries. We will first send and/or make available this Proxy Statement and the form of proxy for our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to our stockholders on or about March 16, 2023.

nominee based on their specific background, experience, qualifications, attributes and skills.

the Board and its director nominees reflect director-selection criteria developed by the Nominating and ESG Committee (formerly the Nominating and Governance Committee) to address our needs and priorities. Further discussion on the qualifications and experience of director nominees is included in the “2023 Nominees” section of this Proxy Statement.

section of this Proxy Statement beginning on page 11 describes our governance framework, which includes the following:

In December 2022, in connection with the annual review of its charter, the Board approved changes to the Nominating and Governance Committee charter to broaden the scope of the committee’s responsibilities to include oversight with respect to the Company’s policies and programs that concern important environmental and social matters such as environmental sustainability; climate change; social justice; and diversity, equity and inclusion, and approved the change of the name of the committee from the Nominating and Governance Committee to the Nominating and ESG Committee, effective January 1, 2023. This Committee will be referred to throughout this Proxy Statement as the “Nominating and ESG Committee.”

which has been designed to promote the long-term interests of stockholders and support Board and management accountability.

customers, communities and environment.Our Board, through its Nominating and ESG Committee oversees the Company’s environmental, social and governance (ESG) goals and objectives, and supports the implementation of the Company’s ESG priorities.

productivity, and efficiency and provide the opportunities, skills, and resources they need to be successful. Our focus on talent management stretches from the board level to our 5,100+ associates through programs overseen by management and reported on to the Board that are designed to identify, train and grow future leaders.

the safety of all employees, we continually work to minimize employee exposure to potential risk, and we take a proactive approach to health and safety.

programs. While the outcome of this proposal is non-binding, the Board and Compensation and Leadership Development Committee expect to consider the outcome of the vote when making future compensation decisions.

which we prohibit because we do not believe they would serve our stockholders’ long-term interests.

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.

and other stakeholders as part of its annual review of Simpson’s executive compensation program.

conducts a risk assessment of the Company’s compensation programs. Based on the most recent assessment, management has concluded that the compensation policies and practices of the Company and its subsidiaries for employees do not create risks that are reasonably likely to have a material adverse effect on the Company and management has presented the results of its assessment to the Compensation and Leadership Development Committee.

Committee expect to consider the outcome of the vote when making future decisions on the frequency of future votes to approve named executive officer compensation.

firm for the year ending December 31, 2023, and, as a matter of good governance, we are seeking stockholder ratification of that appointment.

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.

V. Ford, Kenneth D. Knight, Robin G. MacGillivray, and Michael Olosky who will stand for election as directors at this year’s Annual Meeting, each for a term extending until our 2024 Annual Meeting of Stockholders. All director nominees are current directors of the Company who were previously elected by stockholders, except for Michael Olosky, who was appointed to the Board effective January 1, 2023.

The Nominating and ESG 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 the term commencing at the Annual Meeting (ages are as of March 16, 2023).

Additionally, any member of our Audit and Finance Committee may serve on the audit committee of no more than two other public companies.

sexual orientation, age, national origin, disability, covered veteran status or any other status protected by law.

the Board prior to 2016 will not be nominated for re-election after 20 years of board service, and the Board generally will not nominate nonemployee directors who come on to the Board after 2016 for re-election after 15 years of board service. If all eight Board nominees are elected to the Board at the Annual Meeting, the average tenure of our nonemployee directors will be 11.6 years.

than, the independence requirements in the NYSE listing standards. These standards are contained in our Corporate Governance Guidelines, which can be found on our website at www.ir.simpsonmfg.com under “Investor Relations - Corporate Governance.”

Simpson, except as a director and stockholder. Our Board also considered contributions by us to charitable organizations with which the directors were associated. No director is related to any executive or significant stockholder of Simpson, nor is any director, with the exception of Ms. Colonias and Mr. Olosky, a current or former employee of Simpson.

Nominating and ESG Committee also takes into account the contributions of incumbent directors as Board members and the benefits to us arising from their experience on the Board. Although the Nominating and ESG Committee will consider candidates identified by stockholders, the Nominating and ESG Committee has sole discretion whether to recommend those candidates to the Board.

and objectives, and supports the implementation of the Company’s ESG priorities. Prior to January 1, 2023, this was the full Board’s responsibility. Specific ESG topics are overseen by other committees generally responsible for the subject matter. For example, the Audit and Finance Committee has oversight responsibility for certain aspects of the environmental and social aspects of ESG, and the Compensation and Leadership Development Committee has oversight responsibility for certain aspects of the social aspects of ESG.

and pay for participation in continuing education programs to assist directors in performing their Board responsibilities.

effectiveness as well as the diversity of skill sets of its members, the alignment of areas of expertise with the Company’s strategy and priorities, and stewardship of company performance.

Business” are our company values, and we continue to abide by them to this day.

with management. Our focus on talent management stretches from the board level to our 5,100+ associates through programs overseen by management and reported on to the Board that are designed to identify, train and grow future leaders.

December 31, 2022, women held 31% of the Company’s top five executive positions and board seats, helping to pave the way for gender diversity in corporate leadership.

employees access to a wide variety of learning and development resources, including a suite of online courses for developing both soft and technical skills. These resources are designed to encourage a growth mindset and continuous learning. Accordingly, we also have leadership development programs that provide employees with training, tools and experiences that are targeted to develop their full leadership potential.

In addition to our financial compensation we offer a health and wellness package to our employees, which is designed to provide employees with options for their individual and/or family needs. In addition, in an effort to continue to attract, retain, and motivate our workforce, in the United States, we offer remote and flexible work packages for positions which allow for remote work. We continue to engage our partners and benefits consultants to ensure our health and wellness package continues to meet the needs of our diverse workforce today and into the future.

recognize risk and continuously improve our processes, as well as conducting regular risk reviews and self-audits at our manufacturing facilities around the world to explore new opportunities to reduce potential employee exposure to occupational injuries.

(Independent Directors), c/o Simpson Manufacturing Co., Inc., 5956 W. Las Positas Blvd., Pleasanton, California 94588.

2022. The Company complies with all applicable state and federal laws related to the disclosure of lobbying activities, and no such activities occurred during 2022.

allows management to make the operating decisions necessary to manage the business, while helping to keep a measure of independence between the

communications among members of the Board and management, leading the Board self-evaluation process, and maintaining the focus and punctuality of Board and committee meetings. In addition, the Chair’s role also includes leading the efforts in evaluating our Chief Executive Officer and in succession planning, considering Board committee membership and leadership, and presiding at annual meetings of stockholders.

present. In 2022, our current Board Chair, Mr. Andrasick, presided over these executive sessions.

In 2022, each of our directors attended 99% of the aggregate of the total number of meetings of the Board and the total number of meetings of the Board committee(s) on which he or she served.

common stock), including, without limitation, prepaid variable forward contracts, equity swaps, collars, exchange funds and transactions with economic consequences comparable to the foregoing financial instruments; and (b) further pledging our equity securities as collateral for a loan, purchasing such securities on margin, or holding such securities in a margin account.

Leadership Development Committee, the Corporate Strategy and Acquisitions Committee and the Nominating and ESG Committee. The Board appoints members of the committees and each committee operates under a written charter approved by the Board.

previously been, an officer or employee of Simpson or any of its subsidiaries, or (2) had any material interest in a transaction of Simpson or a business relationship with, or any indebtedness to, Simpson. No interlocking relationship existed during the year ended December 31, 2022 between any member of the Board or the Compensation and Leadership Development Committee and an executive officer of Simpson.

consultants, members of our Human Resources and Finance Departments support the Compensation and Leadership Development Committee in its work. Meridian was engaged by the Compensation and Leadership Development Committee to provide services including:

review, the Compensation and Leadership Development Committee did not identify any conflict of interest raised by the work performed by Meridian.

will be replaced by another officer of the Company), will make recommendations to the Nominating and ESG Committee and the Nominating and ESG Committee will decide whether to approve or ratify the transaction; and if a transaction involves a director or 5% stockholder (or an immediate family member thereof) or involves a covered employee (or an immediate family member thereof) but is valued at $1 million or more, the TRC will make recommendations to the Board, and the Board will decide whether to approve or ratify the transaction (provided that no director shall participate in any discussion or approval of a transaction for which he or she or any of his or her immediate family members is involved). In determining whether to approve, ratify or disapprove a related party transaction, the Nominating and ESG Committee or Board will consider, among other factors, whether the transaction is entered into on terms no less favorable to us than terms generally available to an unaffiliated third-party under the same or similar circumstances; the results of an appraisal, if any; whether there was a bidding process and the results thereof; review of the valuation methodology used and alternative approaches to valuation of the transaction; and the extent of the related person’s interest in the transaction. There were no transactions found to be directly or indirectly material to a related person required by SEC rules to be disclosed in this Proxy Statement.

directors consisted of retainers and membership fees as follows:

NYSE for 60 trading days prior to a set date, approved by the Compensation and Leadership Development Committee, leading up to the grant date.

The profile for Michael Olosky, our President and Chief Executive Officer and a director nominee, is set forth above under “2023 Nominees.”

functions. He is a licensed Certified Public Accountant and holds a Bachelor of Science degree in Business Administration from California State University, Chico, and a Masters of Business Administration degree from Santa Clara University.

In 2018, Mr. Andersen was promoted to Vice President, European Operations of Simpson Strong-Tie Switzerland GmbH. In his current role, Mr. Andersen oversees all aspects of the European business including our Simpson Strong-Tie and ETANCO Group subsidiaries. Mr. Andersen holds a degree in Business Economics from Aalborg University.

in this position until January 2023. In his current role, Mr. Burton oversees all of the North American operations. Mr. Burton holds a BBA in Marketing/Management from the University of North Texas.

Sales Manager in McKinney, Texas, and then Branch Sales Manager in charge of all sales functions of that branch. He has successfully integrated multiple new products, both acquired and internally developed, into Simpson Strong-Tie’s product lines. Mr. Dankel holds a Bachelor of Science degree in Business Administration from Millsaps College.

he was promoted to Northwest Regional Vice President, and served in this position until January 2023. In his current role, Mr. Gilstrap oversees Strategic Market Development, Global Product Development, Digital Product Development, Marketing and Engineering. Mr. Gilstrap holds a Bachelor of Civil Engineering degree and a Master of Civil Engineering degree from the University of Wyoming, and is a licensed Professional Engineer.

In her current role, Ms. Lutz oversees compensation, benefits, employee relations, HR systems, recruitment, learning, organizational development and talent strategy. Ms. Lutz holds a BA in Psychology from Emory University.

with EchoStar (Dish Network) and prior to that, was a Senior Manager with Deloitte, serving private equity investors in its mergers and acquisitions group and also serving high tech clients as an audit professional. Mr. Swartzendruber is a Certified Public Accountant (inactive status) in Colorado and California and graduated summa cum laude from the University of Cincinnati with a Bachelor of Business Administration in accounting and finance.

Executive Officer. Ms. Colonias retired as CEO effective December 31, 2022.

Strong-Tie in 1984 as an engineer in the research and development department, where she was responsible for the design and testing of new products and code development. In 1998 she was promoted to Vice President of Engineering, responsible for Simpson Strong-Tie’s research and development efforts. Before joining Simpson Strong-Tie, she worked as a civil engineer for the Bechtel Corporation, a global engineering, construction and project management company.

Board will continue to evaluate the appropriate frequency for the shareholder executive compensation vote. Please note that shareholders are not voting to approve or disapprove the recommendation of the Board with respect to this proposal. Instead, each proxy card provides four choices: a one, two or three year frequency or shareholders may abstain from voting on the proposal. The shareholder vote on this proposal will not be binding on the Company or the Board; however, the Board values the feedback from our shareholders and will consider the outcome of the vote when making future decisions on the frequency of the shareholder executive compensation vote. We expect that the next shareholder vote on the frequency of advisory votes on named executive officer compensation will occur at the 2029 annual meeting of shareholders.

our NEOs and to provide a review of our key compensation decisions and activities for 2022. Our goal in this discussion is to provide you with a better understanding, both in absolute terms and relative to our performance, of our executive compensation practices and the decisions made concerning the compensation payable to our NEOs, including our CEO and the other executive officers named in the “2022 Summary Compensation Table” below. Our NEOs for 2022 were the following individuals:

Company believes that its primary operating brand – the Simpson Strong-Tie brand – benefits from strong brand name recognition among architects and engineers who frequently request the use of the Company’s products.

ROIC has increased each year since 2018, but declined in 2022 from 2021 due to increased invested capital associated with the long-term debt to finance the ETANCO acquisition.

compensation peer group (as identified below) in terms of total stockholder returns (“TSR”) delivered to our stockholders in 2022.

our employees, including our management team, establish a strong sense of ownership, and closely align our executives’ and employees’ interests with those of our stockholders. The target compensation mixes for 2022 for our CEO and, on average, our other NEOs are set forth below:

we seek to position our NEOs’ total target compensation at market competitive levels, based on comparative market data for companies similar to us in terms of revenue size and industry. However, we use

programs allow us to attract high-performing employees and help us retain the services of employees whose contributions are instrumental in achieving our strategies. The CLDC and the Board regularly review and refine our executive compensation programs to help ensure that such programs continue to reflect policies and practices that are aligned with our pay-for-performance philosophy and the interest of our stockholders.

structure of our pay programs and recommending any adjustments to the other NEOs’ base salary and target incentive compensation opportunities. The CLDC can accept, reject or modify the CEO’s recommendations as it sees fit, subject to the terms of any applicable program documentation.

the past few years. This strong level of support led our CLDC to conclude that material changes in our executive compensation design, solely due to the outcome of the Say-on-Pay vote, were not warranted for 2023.

performance goals for our NEOs’ EOCPS and performance-based equity awards prior to granting such awards and remains engaged to monitor and certify the achievement of the goals. The CLDC believes in the importance of setting challenging, but

respective positions, current compensation for similar positions at our peers, changes in the NEOs’ responsibilities, cost of living adjustments, market data provided by the CLDC’s independent consultant, employee performance, among other factors. Based on these factors, the CLDC approved no salary increases for the NEOs for 2022. The table below sets forth each NEOs’ respective 2021 and 2022 annual salary rates:

respectively, if applicable, are set forth in the “2022 Summary Compensation Table” below.

last payment, the NEO will earn an award payout based on the remaining 60% of his or her applicable annual target award opportunity. The effect of the five payments (four quarterly and one annual) is to ensure a majority of the award is based on performance determined at the end of the year, with the year-end awards contingent on achieving the performance versus the operating income goals established for the entire year.

Company or the home office operating unit, as applicable. Unless the composition or responsibilities of our NEOs change, their award opportunities generally do not change substantially from year to year, although the CLDC has discretion to make any changes that it considers appropriate.

goal, and payment for such minimum performance equals 25% of the NEO’s award payout target.

goals, all of which are tied to the 2022 budget, as follows (actual results against goals also shown):

operating profit for the full year. The quarterly goal levels were established by the CLDC based on its judgment and evaluation of the seasonality of the Company’s business.

performance. Awards for the first three quarters are not returned if the True-Up calculation results in a negative value for the year-end payout. The 200% payout was calculated, by experiencing greater operating income primarily due to lower cost of sales and operating expenses and increased revenues.

to 200% of his or her target award opportunity, depending on the extent to which the performance goals will have been achieved at the end of 2024. The number of the target shares of our common stock and the maximum amount of shares of common stock that could potentially vest under the 2022 PSU awards granted to each of our NEOs is as follows:

Similarly, the grant agreements for PSU awards provide that, irrespective of when the PSU awards vest, they may only be paid out following the last day of the applicable vesting period after the performance period has concluded and subject to achievement of the applicable performance goals. Further, the grant agreements for PSU awards require the PSU shares that could eventually become payable in favor of the recipient following the last day of the applicable vesting period after the performance period to be prorated based on the early-vesting date and the date when the applicable vesting period is scheduled to expire.

Revenue Code”). Under the plan, other than the 3% safe-harbor contribution, the Board has exclusive discretion to authorize the trust contributions and change them at any time. Subject to such discretion, we expect the current profit-sharing-trust contribution rate to continue.