Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ | | | Preliminary Proxy Statement | Filed by the Registrant x ☐
| | | | Filed by a Party other than the Registrant o
| Check the appropriate box: | o | | Preliminary Proxy Statement | o | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ý☒ | | | Definitive Proxy Statement | o ☐ | | | Definitive Additional Materials | o ☐ | | | Soliciting Material Pursuant to §240.14a-12 |
Simpson Manufacturing Co., Inc. | (Name of Registrant as Specified In Its Charter) | (Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the appropriate box): | ý☒ | | | No fee required. | o ☐ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | | | (1 | )(1) | | | Title of each class of securities to which transaction applies: | | | (2 | ) | | | | | | | (2) | | | Aggregate number of securities to which transaction applies: | | | (3 | ) | | | | | | | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | | | (4 | ) | | | | | | | (4) | | | Proposed maximum aggregate value of transaction: | | | (5 | ) | | | | | | | (5) | | | Total fee paid: | o | | | | | | | ☐ | ��� | | Fee paid previously with preliminary materials. | o ☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | | | (1 | )(1) | | | Amount Previously Paid: | | | (2 | ) | | | | | | | (2) | | | Form, Schedule or Registration Statement No.: | | | (3 | ) | | Filing Party: | | | | (4 | )(3) | | Date Filed: | Filing Party: | | | | | | | | | | | (4) | | | Date Filed: | | | | | | | | | | | | | | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
SIMPSON MANUFACTURING CO., INC.
5956 W. Las Positas Blvd.
Pleasanton, California 94588
Voting Roadmap
At the 2018 Annual Meeting, the Company’s board of directors (the “Board”) is recommending six highly qualified and experienced nominees for election to the Board at the 2018 Annual Meeting: Karen Colonias, our CEO, Celeste Volz Ford, the CEO of Stellar Solutions, Inc., an established aerospace company, Michael A. Bless, the CEO of Century Aluminum Company, a global producer of primary aluminum, Jennifer A. Chatman, the Paul J. Cortese Distinguished Professor of Management Haas School of Business, at the University of California, Berkeley, a top business school, Robin G. MacGillivray, a former executive at AT&T Inc., a leading telecommunications company, and Philip E. Donaldson, Executive Vice President and Chief Financial Officer of Andersen Corporation, a leading international window and door manufacturing company. The Board is soliciting you to take the following actions and vote your shares of our common stock on the following proposals submitted for the 2018 Annual Meeting in the manner as recommended below:
| | | | | | Proposal | | Solicited Actions | | | 1 | | Elect six directors, each to hold office until the next annual meeting or until his or her successor has been duly elected and qualified. | | For the Board’s six nominees | 2 | | Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2018. | | For | 3 | | Approve, on an advisory basis, the compensation of our named executive officers (“NEOs”). | | For |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFORTHE ELECTIONTABLE OF EACHCONTENTS TABLE OF THE BOARD’S NOMINEES ON PROPOSAL 1 USING THE ENCLOSED PROXY CARD.CONTENTS THE BOARD UNANIMOUSLY RECOMMENDS VOTINGFORPROPOSALS 2 AND 3.LETTER TO STOCKHOLDERSDear Shareholders:To Our Fellow Stockholders:
Thank you for your continued investment in Simpson Manufacturing. IManufacturing Co., Inc. (the “Company”, “Simpson”, “we” or “us”). We cordially invite you to attend the 2018Simpson’s 2020 Annual Meeting of ShareholdersStockholders (the “2018 Annual“Annual Meeting”) of Simpson Manufacturing Co., Inc. (the “Company” or “Simpson”), to be held at 2:00 p.m., Pacific Daylight Time, on Tuesday,Thursday, April 24, 2018,23, 2020, at our home offices located at 5956 W. Las Positas Blvd.,Boulevard, Pleasanton, California 94588. We are pleased to report a year of strong performance for our shareholders,stockholders, customers and employees, and we remain committed to positioning Simpson for long-term, sustainable and increasing profitable growth. To this end, in 2019 we achieved consolidated full-year net sales of approximately $1.14 billion, up 5.4% from $1.08 billion in 2018, and produced strong earnings of $2.98 per diluted share, an increase of 9.6% year-over-year. In line with these objectives, in the last quarter of 2017,addition, we announced our 2020 Plan which we believe will create substantial value for all shareholders of Simpson and provides additional transparency into our strategies and financial objectives. Our 2020 Plan is centered on three key operational objectives: (1)delivered a continued focus on our organic growth, (2) a rationalization of our cost structure to improve company-wide profitability, and (3) anyear-over-year improvement of 100 basis points in our working capital management primarily through the reductionoperating expenses as a percentage of inventory levels, increasing the speed at which we collect accounts receivablenet sales while simultaneously strengthening our position in both wood and better executing on our vendor payment terms. Our management team is focused on delivering on this plan and over the coming quarters, will provide additional updates on our success and progress against the plan.concrete products. Our proxy statementProxy Statement is an opportunity to reflect on ourthe 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 87 out of 98 directors will be independent and over 44%50% of our directors will be female if all of the Board nominees are elected at the 2018 Annual Meeting. Our Board values shareholder inputThe accompanying Proxy Statement further highlights key activities and prioritizes facilitating ongoingaccomplishments in 2019 and open shareholder engagement. In 2017, Peter Louras,contains information on the Chairman of our Board, and I have actively engaged with numerous shareholders on matters of corporate governance, executive compensation and related matters. Overall,that we were pleased withare seeking your vote at the positive feedback we received and recognition from shareholders that their previous feedback has been an integral component of manyAnnual Meeting. On behalf of the corporate governanceBoard, our executive management team, and executive compensation changesthe entire Simpson organization, thank you for your continued interest and support.
Sincerely yours, Karen Colonias
President and Chief Executive Officer James Andrasick
Independent Chair of the Board has approved over the past two years as described below.
Corporate Governance Changes:March 11, 2020
DeclassifiedYOUR VOTE IS IMPORTANT.
Whether or not you plan to attend the Board: The Board has demonstrated its accountabilitymeeting, please take a few minutes now to shareholders by declassifying the Board and requiring directors to stand for election annually through a phased-in process which begun at the 2017 Annual Meeting.vote your shares.
Removed Cumulative Voting: The Board eliminated the ability to exercise cumulative voting in director elections that could create unequal voting rights among our shareholders so that our shareholders
TABLE OF CONTENTS NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS | | DATE
Thursday, April 23, 2020 | | | TIME
2:00 p.m., Pacific Time | | | PLACE
5956 W. Las Positas Boulevard
Pleasanton, California 94588
| | | RECORD DATE
February 25, 2020 |
Record Date and Voting You are entitled to voting rights in proportion to their economic interest under a one-share, one-vote standard. Moreover, in any uncontested election of directors, each of the Board nominees currently needs to receive more “FOR” votes than “AGAINST” votes in order to be elected to the Board. Adopted Proxy Access: Our shareholders who have owned 3% of Simpson’s shares for three years have the ability via proxy access to nominate directors to appear on the management ballot at shareholder meetings.
Eliminated Shareholder Rights Plan: The Board approved the termination of the Company’s shareholder rights plan in 2016.
Executive Compensation Changes
Transformed Executive Compensation Program: Following an extensive shareholder outreach in direct response to shareholder feedback, internal research and consultation with Mercer, in 2017, the Board approved significant changes to and a major transformation of our executive compensation programs.
Approved Compensation Risk Management Policies: In 2016, the Board approved a number of robust policies to enhance our compensation risk management practices, including a claw-back policy and an anti-hedging and anti-pledging policy.
Our Board values shareholder feedback and is committed to being effective stewards of shareholder capital. The accompanying materials include the Notice of Annual Meeting of Shareholders and Proxy Statement for the 2018 Annual Meeting, which provide detailed information about the matters to be considered by shareholdersvote at the 2018 Annual Meeting.
| | | | | | Very truly yours, | | | | | | Brian J. Magstadt | | | Secretary |
Pleasanton, California
March 13, 2018
The enclosed Notice of Annual Meeting of Shareholders and Proxy Statement are first being made available to shareholders of record as of February 26, 2018 on or about March 13, 2018.
SIMPSON MANUFACTURING CO., INC.
5956 W. Las Positas Blvd.
Pleasanton, California 94588
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 24, 2018
To the Shareholders of Simpson Manufacturing Co., Inc.:
NOTICE IS HEREBY GIVEN that the 2018 (the “Company,” “Simpson,” “we” or “us”) 2020 Annual Meeting of ShareholdersStockholders (the “2018“Annual Meeting”) if you were a stockholder of record at the close of business on February 25, 2020 (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”)Meeting. There were 44,365,526 shares of Simpson Manufacturing (the “Company” or “Simpson”) will be held at 2:00 p.m., Pacific Daylight Time,our common stock outstanding on Tuesday, April 24, 2018, at our home offices located at 5956 W. Las Positas Blvd., Pleasanton, California, 94588 for the following purposes, as more fully described in the accompanying proxy statement:Record Date.
Items of Business | | 1. | To elect six directors,eight members to our Board of Directors, each to hold officefor a term extending until the next annual meeting or until his or her successor has been duly elected and qualified (“Proposal 1”);our 2021 Annual Meeting of Stockholders. |
| To conduct an advisory vote to approve named executive officer compensation. |
2. | To ratify the Board’s selectionour Audit and Finance Committee’s appointment of Grant Thornton LLP as the Company’sour independent registered public accounting firm for 2018 (“Proposal 2”);the year ending December 31, 2020. |
| | 3. | To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (“Proposal 3”); and |
| | 4. | To transact such other business that properly broughtcomes before the 2018 Annual Meeting in accordance with the provisions of our Certificate of Incorporation and Bylaws.meeting or any adjournment thereof. |
OnlyNotice and Access
Instead of mailing a printed copy of our shareholdersproxy 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 13, 2020, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record as of February 26, 2018 are entitled to notice ofthe Record Date, and will be entitled to vote atpost our proxy materials on the 2018 Annual Meeting or any postponement or adjournment thereof. Such shareholders are urged to submit a proxy card as enclosed, even if your shares were sold after such date. If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are heldwebsite referenced in “street-name”), you will receive voting instructions from the holder of record. You must follow these instructions in order for your shares to be voted. We recommend that you instruct your broker or other nominee, by following those instructions, to vote your shares for the enclosed proxy card. The accompanying materials include 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 See page 61 “Questions and Answers About the Annual Meeting of ShareholdersStockholders and Voting” for details. Proxy Statement for the 2018 Annual Meeting, which provide detailed information about the matters to be considered by shareholders at the 2018 Annual Meeting. ItVoting Your vote is important thatimportant. Please vote via proxy promptly so your shares can be represented, at the 2018 Annual Meeting whether or not you are personally able to attend. Even if you plan to attend the 2018 Annual Meeting, we hope that you will read the enclosed Notice of Annual Meeting of Shareholders and Proxy Statement and the voting instructions on the enclosed proxy card. We urge you to vote by completing, signing and dating the proxy card and mailing it in the enclosed, postage pre-paid envelope, or vote by telephone or the Internet by following the instructions on the proxy card. If your shares are not registered in your own name and you would like to attend the 2018 Annual Meeting, please ask the broker, bank or other nominee that holds the shares to provide you with evidence of your share ownership. THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFORTHE ELECTION OF EACH OF THE BOARD’S NOMINEES ON PROPOSAL 1 USING THE ENCLOSED PROXY CARD.
THE BOARD UNANIMOUSLY RECOMMENDS VOTINGFORPROPOSALS 2 AND 3.
All shareholders are cordially invited to attend the 2018 Annual Meeting in person. In accordance with our security procedures, all persons attending the 2018 Annual Meeting will be required to present a form of government-issued picture identification. If you hold your shares in “street-name”, you must also provide proof of ownership (such as recent brokerage statement). If you are a holder of record and attend the 2018 Annual Meeting, you may vote by ballot in person even if you have previously returned your proxy card. If you hold your shares in “street-name” and wish to vote in person, you must provide a “legal proxy” from your bank or broker.
Please note that, even if you plan to attend the 2018Annual Meeting. You can vote by Internet, by telephone or by requesting a printed copy of the proxy materials and using the proxy card enclosed with the printed materials.
| | By Internet
www.proxyvote.com | | | |
| | By Telephone
Toll-free 1-800-690-6903 | | | |
| | By Mail
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 we recommendmay 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 recommendations regarding those matters; • Any control/identification numbers that you vote usingneed to access your proxy card; and • Information about attending the enclosed proxy card prior tomeeting and voting in person. By Order of the 2018Board of Directors, Terry Hammons
Secretary
March 11, 2020 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to ensure that your shares will be represented.Be Held on April 23, 2020.
| 2020 Proxy Statement | | | | | | BY ORDER OF THE BOARD OF DIRECTORS, | | | | | | | Brian J. Magstadt | | | Secretary| 1 |
Pleasanton, California
IMPORTANT
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE 2018 ANNUAL MEETING, WE URGE YOU TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED, OR VOTE BY TELEPHONE OR THE INTERNET AS INSTRUCTED ON THE PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE 2018 ANNUAL MEETING. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE THE PROXIES YOU APPOINTED CAST YOUR VOTES.
CONTENTSThe Notice of Annual Meeting of Shareholders and the attached Proxy Statement are first being made available to shareholders of record as of February 26, 2018 on or about March 13, 2018.
TABLE OF CONTENTS | | 1 | | | CORPORATE GOVERNANCE AND BOARD HIGHLIGHTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2 | | | THE BOARD’S ROLE AND RESPONSIBILITIES | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 | | | EXECUTIVE COMPENSATION | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS | | 4 | | | AUDITOR
AND AUDIT COMMITTEE MATTERS | | | | | | | | | | | | | | | | | | | | | | | | | 5 | | | STOCK OWNERSHIP INFORMATION | | | | | | | | | | | | | | | | | | | | | | | | | 6 | | | OTHER INFORMATION | | | | | | 1 | | | ANNUAL MEETING PROCEDURES | | 6 | FORWARD-LOOKING STATEMENTS | | 9 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | 11 | PROPOSAL 1 ELECTION OF DIRECTORS | | 13 | BOARD INFORMATION AND PRACTICES | | 19 | BOARD COMMITTEES | | 23 | CORPORATE GOVERNANCE | | 28 | PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | 30 | PROPOSAL 3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | | 31 | EXECUTIVE OFFICERS | | 32 | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | | 33 | EXECUTIVE COMPENSATION SUMMARY | | 33 | EXECUTIVE COMPENSATION ANALYSIS | | 39 | SUMMARY COMPENSATION TABLE | | 52 | DIRECTOR COMPENSATION | | 58 | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | 59 | WHERE YOU CAN FIND MORE INFORMATION | | 61 | OTHER BUSINESS | | 61 | SHAREHOLDER PROPOSALS AND PROXY ACCESS NOTICES | | 61 | ANNUAL REPORT ON FORM 10-K | | 62 |
i2020 Proxy Statement | | | | | | | 3 |
TABLE OF CONTENTS 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
SIMPSON MANUFACTURING CO.Manufacturing Co., INC.
5956 W. Las Positas Blvd.
Pleasanton, California 94588
PROXY STATEMENT
ForInc. and its consolidated subsidiaries. We will first send and/or make available this Proxy Statement and the form of proxy for our 2020 Annual Meeting of Shareholders
To Be Held on April 24, 2018
March 13, 2018
This proxy statementStockholders (the “Proxy Statement”“Annual Meeting”) is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board of Directors” or the “Board”) of Simpson Manufacturing Co., Inc. (the “Company” or “Simpson”), to be held at 2:00 p.m., Pacific Daylight Time, on Tuesday, April 24, 2018, at our home offices located at 5956 W. Las Positas Blvd., Pleasanton, California, 94588, and at any postponement or adjournment thereof (the “2018 Annual Meeting”). The 2018 Annual Meeting is being held for the purposes set forth in this Proxy Statement. This Proxy Statement, the enclosed proxy card, and the Annual Report to Shareholders on Form 10-K for the fiscal year ended December 31, 2017 are first being mailed to shareholders of record as of February 26, 2018stockholders on or about March 13, 2018.2020.
Holders
ITEM 1
ELECTION OF DIRECTORS The Board of Directors (the “Board”) has nominated 8 candidates, each for a term extending until our common stock at the close2021 Annual Meeting of business on February 26, 2018 will be entitled to vote at the 2018 Annual Meeting. Shareholders are entitled to oneStockholders, and recommends that stockholders vote for each share of common stock held. The presence of holders of our common stock having a majority of the votes that could be cast by the holders of all outstanding shares of our common stock entitled to vote at the 2018 Annual Meeting, in person or represented by proxy, will constitute a quorum for the transaction of business at the 2018 Annual Meeting.nominee based on their specific background, experience, qualifications, attributes and skills. We have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a Notice of Annual Meeting of Shareholders, a proxy card and the Annual Report to Shareholders on Form 10-K for the fiscal year ended December 31, 2017, and by notifying you of the availability of our proxy materials on the Internet. The Notice of Annual Meeting of Shareholders, Proxy Statement, proxy card and Annual Report to Shareholders on Form 10-K for the Company’s fiscal year ended December 31, 2017 are available at http://materials.proxyvote.com/829073. In accordance with rules of the Securities and Exchange Commission (the “SEC”), the materials on this website are searchable, readable and printable, and the website does not have “cookies” or other tracking devices which identify visitors.
Each of the terms “we,” “our,” “us” and similar terms used in this Proxy Statement refer collectively to Simpson Manufacturing Co., Inc., a Delaware corporation and its wholly-owned subsidiaries, including Simpson Strong-Tie Company Inc., unless otherwise stated.“$” signs appearing in this Proxy Statement represent U.S. dollars, unless otherwise stated.
QUESTIONS AND ANSWERS ABOUT THE 2018 Annual Meeting
Why am I receiving this Proxy Statement?
At the 2018 Annual Meeting, the Company asks you to vote on four proposals:
| | | 1.The Board recommends a vote FOR each director nominee. | to elect six directors, each to hold office until the next annual meeting or until his or her successor has been duly elected and qualified (“Proposal 1”); |
| | | 2. | to ratify the Board’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the current fiscal year (“Proposal 2”); |
| | 3. | to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (“Proposal 3”); and |
| | 4. | to transact such other business properly brought before the 2018 Annual Meeting in accordance with the provisions of our Certificate of Incorporation and Bylaws. |
The Board may also ask you to participate in the transaction of any other business that is properly brought before the 2018 Annual Meeting in accordance with the provisions of our Certificate of Incorporation, as amended (the “Certificate of Incorporation”)Directors Skills and Bylaws, as amended (the “Bylaws”).
You are receiving this Proxy Statement as a shareholder of Simpson as of February 26, 2018, the record date for purposes of determining the shareholders entitled to receive notice of and vote at the 2018 Annual Meeting. As further described below, we request that you promptly use the enclosed proxy card to vote, by Internet, by telephone or by mail.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFORTHE ELECTION
OF EACH OF THE BOARD’S NOMINEES ON PROPOSAL 1 USING THE
ENCLOSED PROXY CARD.
THE BOARD UNANIMOUSLY RECOMMENDS VOTINGFORPROPOSALS 2 AND 3.
When will the 2018 Annual Meeting be held?
The 2018 Annual Meeting is scheduled to be held at 2:00 p.m., Pacific Daylight Time, on Tuesday, April 24, 2018, at our home offices located at 5956 W. Las Positas Blvd., Pleasanton, California, 94588.
Who is soliciting my vote?
In this Proxy Statement, the Board is soliciting your vote.
How does the Board recommend that I vote?
The Board unanimously recommends that you vote by proxy using the proxy card with respect to the proposals, as follows:
FOR the election of all six Board nominees set forth on the proxy card (Proposal 1);
FOR the ratification the Board’s selection of Grant Thornton LLP as the Company’s independent registered public accountants for the current fiscal year (Proposal 2); and
FOR the approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers (Proposal 3).
Why is the Board recommending FOR the election of each of the Board’s nominees on Proposal 1 and FOR Proposals 2 and 3?
We describe all proposals and the Board’s reasons for nominating each of the Board’s nominees on Proposal 1 and for supporting Proposals 2 and 3 in detail beginning at page 13 of this Proxy Statement.
Who can vote?
Holders of our common stock at the close of business on February 26, 2018 may vote at the 2018 Annual Meeting.
As of February 26, 2018, the record date for the 2018 Annual Meeting, there were 46,684,831 shares of our common stock outstanding, each entitled to one vote, and there were approximately 9,283 shareholders of record.
How do I vote if I am a record holder?
You can vote by attending the 2018 Annual Meeting and voting in person, or you can vote by proxy. If you are the record holder of your stock, you can vote by proxy in three ways:
By Internet: You may vote by submitting a proxy over the Internet. Please refer to the proxy card or voting instruction form provided to you by your broker for instructions of how to vote by Internet.Expertise
By Telephone: Shareholders located in the United States that receive proxy materials by mail may vote by submitting a proxy by telephone by calling the toll-free telephone number on the proxy card or voting instruction form and following the instructions.
By Mail: If you received proxy materials by mail, you can vote by submitting a proxy by mail by marking, dating, signing and returning the proxy card in the postage-paid envelope.
In Person at the 2018 Annual Meeting: If you attend the 2018 Annual Meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which we will provide to you at the meeting. You are encouraged to complete, sign and date the proxy card and mail it in the enclosed postage pre-paid envelope regardless of whether or not you plan to attend the 2018 Annual Meeting.
How do I vote if my common shares are held in “street name”?
If you hold your shares of common stock in “street name,” meaning such shares are held for your account by a broker or other nominee, then you will receive instructions from such institution or person on how to vote your shares. Your broker or other nominee may allow you to deliver your voting instructions via the Internet and may also permit you to submit your voting instructions by telephone.
If you do not provide voting instructions to your broker or other nominee holding shares of our common stock for you, your shares will not be voted with respect to Proposals 1 and 3, as they are “non-discretionary” proposals under rules of the New York Stock Exchange (“NYSE”). We therefore encourage you to provide voting instructions on a proxy card as enclosed or a provided voting instruction form to your bank or other nominee that holds your shares by carefully following the instructions provided in such institution’s or person’s notice to you.
How many votes do I have?
Shareholders are entitled to one vote for each share of common stock held. See “Required Vote” below.
How will my shares of common stock be voted?
The shares of common stock represented by any proxy card which is properly executed and received by the Company prior to or at the 2018 Annual Meeting will be voted in accordance with the specifications you make thereon. Where a choice has been specified on the proxy card with respect to the proposals, the shares represented by the proxy will be voted in accordance with the specifications. If you return a validly executed proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted: FOR the election of all six Board nominees set forth on the enclosed proxy card (Proposal 1); FOR the ratification the Board’s selection of Grant Thornton LLP as the Company’s independent registered public accountants for the current fiscal year (Proposal 2); and FOR the approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers (Proposal 3).
Can shareholders still exercise proxy access rights for including their director nominees in the Company’s proxy materials for the 2018 Annual Meeting as of the date of this Proxy Statement?
No. The Board amended our Bylaws in 2017 to provide proxy access to qualifying shareholders for their director nominees. Pursuant to the amended Bylaws, however, notices for submitting nominees for election to the Board and being included in the Company’s proxy materials for the 2018 Annual Meeting, including this Proxy Statement, pursuant to the proxy access provision of our Bylaws must be received by our Secretary, at our principal executive office located at 5956 W. Las Positas Blvd., Pleasanton, California, 94588, no later than the close of business on December 12, 2017 (the 120th day immediately before April 11, 2018, the first anniversary of the date when our definitive proxy statement was first sent to shareholders in connection with our 2017 annual meeting). As of December 12, 2017, we had not received any such notice. Because the notice period for exercising proxy access rights has already passed for the 2018 Annual Meeting, which is to held on April 24, 2018 (not more than 30 days before or 60 days after April 11, 2018) and we announced the date of 2018 Annual Meeting at least 100 days prior to the meeting date as part of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, as of the date of this Proxy Statement, shareholders are no longer able to exercise proxy access rights for the 2018 Annual Meeting.
Can shareholders still propose business to be considered at the 2018 Annual Meeting as of the date of this Proxy Statement?
No. Pursuant to our Bylaws, at an annual meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting. As we publicly disclosed the date of the 2018 Annual Meeting to be April 24, 2018 at least 85 days prior to such meeting date, for any business to be properly brought before the annual meeting by a shareholder, the shareholder must have given timely notice in writing to our Secretary at our principal executive offices located at 5956 W. Las Positas Blvd., Pleasanton, California, 94588, not less than 75 days prior to the meeting. As of February 8, 2018, we had not received any such notice. Because the period for shareholders to present business for consideration at the 2018 Annual Meeting has already passed, as of the date of this Proxy Statement, only the Board may propose business to be considered at the 2018 Annual Meeting.
Why is the election of directors at the 2018 Annual Meeting considered an uncontested election?
Pursuant to our Bylaws, as we publicly disclosed the date of the 2018 Annual Meeting to be April 24, 2018 at least 85 days prior to such meeting date, nominations for director elections (other than pursuant to the proxy access provision of our Bylaws) by shareholders for election at the 2018 Annual Meeting must be received by our Secretary, at our principal executive offices located at 5956 W. Las Positas Blvd., Pleasanton, California, 94588, not less than 75 days prior to the meeting. As of February 8, 2018, we had not received any such nomination. Because the period for shareholders to nominate director candidates for election
at the 2018 Annual Meeting has already passed, as of the date of this Proxy Statement, the six director candidates nominated by the Board are the only nominees for election to the Board at the 2018 Annual Meeting.
When will declassification of the Board be complete?
At the March 28, 2017 special meeting of the shareholders, our shareholders approved and adopted an amendment to the Company’s Certificate of Incorporation to declassify the Board over a three-year period and provide that directors who are up for election be elected for one-year terms beginning at the 2017 annual meeting of the shareholders. Declassification of the Board therefore is phased-in over a period of three years beginning with the 2017 annual meeting and concluding at the 2019 annual meeting of shareholders. Directors elected at or after the 2017 annual meeting are elected to one-year terms expiring at the next annual meeting of shareholders following their election. Directors elected to the Board before the 2017 annual meeting will complete the remainder of their respective three-year terms. As a result, declassification of the Board will be complete as of the 2019 annual meeting of shareholders, and going forward, all members of the Board will serve one-year terms.
What vote is required with respect to the proposals?
Pursuant to our Bylaws, in an uncontested election, directors are elected by the affirmative vote of a majority of the votes cast. Under this majority voting standard, each of the six director nominees on Proposal 1 will be elected if he or she receives more “FOR” votes than “AGAINST” votes, with broker non-votes and abstentions not counted as votes cast either “FOR” or “AGAINST” the nominee. The enclosed proxy card enables a shareholder to vote “FOR,” “AGAINST” or “ABSTAIN” as to each person nominated by the Board.
Proposals 2 and 3 will be decided by the affirmative vote of a majority of the votes cast. The enclosed proxy card enables a shareholder to vote “FOR,” “AGAINST” or “ABSTAIN” on these proposals. Each of Proposals 2 and 3 will pass if the total votes cast “for” a given proposal exceed the total number of votes cast “against” such given proposal.
What is the effect of abstentions and broker non-votes on voting?
Abstentions by shareholders from voting and broker non-votes will be counted towards determining whether or not a quorum is present. However, because abstentions and broker non-votes do not count as affirmative or negative votes cast, they will not affect the outcome of the vote of any proposal at the 2018 Annual Meeting, except where brokers or other nominees may exercise their discretion on “discretionary” proposals.
With respect to the 2018 Annual Meeting, Proposal 2 to ratify the appointment of our independent registered public accountants is considered a “discretionary” proposal under rules of the NYSE for which your broker or other nominee does not need your voting instruction in order to vote your shares. In contrast, your broker or other nominee will not have discretion to vote on Proposals 1 and 3 absent voting instructions from you, as they are “non-discretionary” proposals.
If you hold your shares in “street-name” through a broker or other nominee, absent voting instructions from you, your shares will not be counted as voting and will have no effect on those proposals requiring shareholder approval. Therefore, you are urged to instruct your broker or other nominee to submit a proxy card as enclosed or vote by telephone or the internet as instructed on the proxy card.
If I have already voted by proxy against the proposals, can I still change my mind?
Yes. To change your vote by proxy, simply sign, date and return the enclosed proxy card or voting instruction form in the accompanying postage-paid envelope, or vote by proxy by telephone or via the Internet in accordance with the instructions in the proxy card or voting instruction form. We strongly urge you to vote by proxy FOR the election of each of the Board’s six nominees on Proposal 1 and FOR Proposals 2 and 3. Only your latest dated proxy will count at the 2018 Annual Meeting.
Will my shares be voted if I do nothing?
If your shares of our common stock are registered in your name, you must sign and return a proxy card in order for your shares to be voted, unless you vote over the Internet or by telephone or attend the 2018 Annual Meeting and vote in person.
If your shares of common stock are held in “street name,” that is, held for your account by a broker or other nominee, and you do not instruct your broker or other nominee how to vote your shares, then, because Proposals 1 and 2 are “non-discretionary” proposals, your broker or other nominee would only have discretionary authority to vote your shares on Proposal 3 but not on other proposals. If your shares of our common stock are held in “street name,” your broker or other nominee should have provided you a proxy card as enclosed or a voting instruction form with this Proxy Statement. We strongly encourage you to authorize your broker or other nominee to vote your shares by following the instructions provided on the proxy card or voting instruction form.
Please return your proxy card or voting instruction form to your broker or other nominee. Please contact the person responsible for your account to ensure that a proxy card or voting instruction form is voted on your behalf.
We strongly urge you to vote by proxy FOR the election of each of the Board’s nominees on Proposal 1 and FOR Proposals 2 and 3, by signing, dating and returning the enclosed proxy card in the envelope provided. You may also vote by proxy over the Internet using the Internet address on the proxy card or by telephone using the toll-free number on the proxy card. If your shares are held in “street name,” you should follow the instructions on your proxy card or voting instruction form provided by your broker or other nominee and provide specific instructions to your broker or other nominee to vote as described above.
What constitutes a quorum?
The presence of holders of our common stock having a majority of the votes that could be cast by the holders of all outstanding shares of our common stock entitled to vote at the 2018 Annual Meeting, in person or represented by proxy, will constitute a quorum for the transaction of business at the 2018 Annual Meeting.
Votes withheld, abstentions and broker non-votes, if any, will be counted as present or represented for purposes of determining the presence or absence of a quorum for this meeting. In the absence of a quorum, the 2018 Annual Meeting may be adjourned by a majority of the votes entitled to be cast represented either in person or by proxy.
Where can I find the proxy materials for the 2018 Annual Meeting?
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2018 ANNUAL MEETING: THE PROXY STATEMENT FOR THE 2018 ANNUAL MEETING AND THE ANNUAL REPORT TO SHAREHOLDERS ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 ARE AVAILABLE FREE OF CHARGE AT HTTP://MATERIALS.PROXYVOTE.COM/829073.
ANNUAL MEETING PROCEDURES
Annual Meeting Admission
Only Simpson shareholders or their duly authorized and constituted proxies may attend the 2018 Annual Meeting. Proof of ownership of our common stock must be presented in order to be admitted to the 2018 Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record and you plan to attend the 2018 Annual Meeting in person, you must bring a brokerage statement, the proxy card mailed to you by your bank or broker or other proof of ownership as of the close of business on February 26, 2018, the record date, to be admitted to the 2018 Annual Meeting. Otherwise, proper documentation of a duly authorized and constituted proxy must be presented. This proof can be: a brokerage statement or letter from a broker, bank or other nominee indicating ownership on the record date, a proxy card, or a valid, legal proxy provided by your broker, bank or other nominee.
After the chairman of the meeting announces the opening of the polls for the first matter upon which the shareholders will vote at the 2018 Annual Meeting, further entry will be prohibited. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the 2018 Annual Meeting. All persons attending the meeting will be required to present a valid government-issued picture identification, such as a driver’s license or passport, to gain admittance to the 2018 Annual Meeting.
Who Can Vote, Outstanding Shares
Holders of record of our common stock at the close of business on February 26, 2018 may vote at the 2018 Annual Meeting.
As of February 26, 2018, the record date for the 2018 Annual Meeting, there were 46,684,831 shares of our common stock outstanding, each entitled to one vote, and there were approximately 9,283 shareholders of record.
Voting Procedures
You can vote by attending the 2018 Annual Meeting and voting in person, or you can vote by proxy. If you are the record holder of your stock, you can vote by proxy in three ways:
By Internet: You may vote by submitting a proxy over the Internet. Please refer to the proxy card or voting instruction form provided to you by your broker for instructions of how to vote by Internet.
By Telephone: Shareholders located in the United States that receive proxy materials by mail may vote by submitting a proxy by telephone by calling the toll-free telephone number on your proxy card or voting instruction form and following the instructions.
By Mail: If you received proxy materials by mail, you can vote by submitting a proxy by mail by marking, dating, signing and returning the proxy card in the postage-paid envelope.
In Person at the 2018 Annual Meeting: If you attend the 2018 Annual Meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which we will provide to you at the meeting. You are encouraged to complete, sign and date the proxy card and mail it in the enclosed postage pre-paid envelope regardless of whether or not you plan to attend the 2018 Annual Meeting.
If you hold your shares of common stock in “street name,” meaning such shares are held for your account by a broker, bank or other nominee, then you will receive instructions from such institution or person on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions via the Internet and may also permit you to submit your voting instructions by telephone.
Proxy Card
The shares represented by any proxy card which is properly executed and received by the Company prior to or at the 2018 Annual Meeting will be voted in accordance with the specifications made thereon. Where a choice has been specified on the proxy card with respect to the proposals, the shares represented by the proxy card will be voted in accordance with the specifications. If you return a validly executed proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted: FOR the election of all six Board nominees set forth on the proxy card (Proposal 1); FOR the ratification the Board’s selection of Grant Thornton LLP as the Company’s independent registered public accountants for 2018
(Proposal 2); and FOR the approval, on an advisory, non-binding basis, of the compensation of the Company’s named executive officers (Proposal 3).
As of the date of this Proxy Statement, we are not aware of any matters that are expected to come before the 2018 Annual Meeting other than those described in this Proxy Statement. If any other matter should be presented by the Board at the 2018 Annual Meeting upon which a vote may be properly taken, shares represented by all proxy cards received by the Board will be voted with respect thereto at the discretion of the persons named as proxies in the enclosed proxy card.
Record Date
Only holders of record of common stock at the close of business on February 26, 2018 will be entitled to notice of and to vote at the 2018 Annual Meeting.
Quorum
The presence of holders of our common stock having a majority of the votes that could be cast by the holders of all outstanding shares of our common stock entitled to vote at the 2018 Annual Meeting, in person or represented by proxy, will constitute a quorum for the transaction of business at the 2018 Annual Meeting. Votes withheld, abstentions and broker non-votes, if any, will be counted as present or represented for purposes of determining the presence or absence of a quorum for this meeting. In the absence of a quorum, the 2018 Annual Meeting may be adjourned by a majority of the votes entitled to be cast represented either in person or by proxy.
Required Vote
As a holder of our common stock, you are entitled to one vote per share on any matter submitted to a vote of the shareholders.
Pursuant to our Bylaws, in an uncontested election, directors are elected by the affirmative vote of a majority of the votes cast. Under this majority voting standard, a director nominee will be elected as a director if the nominee receives the affirmative vote of a majority of the votes cast for the nominee, meaning that to be elected the number of votes cast “FOR” a nominee must exceed the number of votes cast “AGAINST” the nominee, with broker non-votes and abstentions not counted as votes cast either “FOR” or “AGAINST” the nominee.
As a result, each of the six director nominees on Proposal 1 will be elected if he or she receives more “FOR” votes than “AGAINST” votes at the 2018 Annual Meeting.
The enclosed proxy card enables a shareholder to vote “FOR,” “AGAINST” or “ABSTAIN” as to each person nominated by the Board. Abstentions and broker non-votes, if any, will not constitute votes cast or votes withheld on Proposal 1 and will accordingly have no effect on the outcome of the vote on Proposal 1. Under our Certificate of Incorporation and Bylaws, shareholders will not be able to cumulate their votes in the election of directors.
Proposals 2 and 3 will be decided by the affirmative vote of a majority of the votes cast. The enclosed proxy card enables a shareholder to vote “FOR,” “AGAINST” or “ABSTAIN” on these proposals. Any of Proposals 2 and 3 will pass if the total votes cast “for” such proposal exceed the total number of votes cast “against” the proposal.
Abstentions, if any, will not constitute votes cast on any of Proposals 2 and 3 or “for” or “against” with respect to any director nominee on Proposal 1 and will accordingly have no effect on the outcome of the vote on such proposals.
Broker non-votes, if any, will not constitute votes cast on Proposal 3 or “for” or “against” with respect to any director nominee on Proposal 1 and will accordingly have no effect on the outcome of the vote on such proposals. Since Proposal 2 to ratify the appointment of our independent registered public accountants is considered a “discretionary” proposal, your broker may vote your shares without your voting instruction.
Proposal 3 is an advisory proposal only and is not binding on the Board or the Company.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFORTHE ELECTION
OF EACH OF THE BOARD’S SIX NOMINEES ON PROPOSAL 1 USING THE
ENCLOSED PROXY CARD.
THE BOARD UNANIMOUSLY RECOMMENDS VOTINGFORPROPOSALS 2 AND 3.
Abstentions and Broker Non-Votes
Abstentions by shareholders from voting and broker non-votes will be counted towards determining whether or not a quorum is present. However, because abstentions and broker non-votes do not count as affirmative or negative votes cast, they will not affect the outcome of the vote of any proposal at the 2018 Annual Meeting, except where brokers may exercise their discretion on “discretionary” proposals, as discussed below.
A “broker non-vote” occurs when shares held by a broker or other nominee are not voted with respect to a particular proposal because the broker or other nominee does not have discretionary authority to vote on the matter and has not received voting instructions from its clients at least 10 days before the date of the meeting. If your bank, broker or other nominee holds your shares in its name and you do not instruct your broker or other nominee how to vote, your broker or other nominee will only have discretion to vote your shares on “discretionary” proposals.
Rules of the NYSE determine whether proposals presented at shareholder meetings are “discretionary” or “non-discretionary.” If a proposal is determined to be discretionary, your broker or other nominee is permitted under NYSE rules to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your broker or other nominee is not permitted under NYSE rules to vote on the proposal without receiving voting instructions from you.
With respect to the 2018 Annual Meeting, Proposal 2 to ratify the appointment of our independent registered public accountants is considered a “discretionary” proposal under NYSE rules for which your broker or other nominee does not need your voting instruction in order to vote your shares. In contrast, your broker or other nominee will not have discretion to vote on Proposals 1 and 3 absent voting instructions from you, as they are “non-discretionary” proposals.
We encourage you to provide voting instructions on a proxy card as enclosed or a provided voting instruction form to the bank, broker, trustee or other nominee that holds your shares by carefully following the instructions provided in their notice to you.
Revocability of Proxy
A shareholder of record who has properly executed and delivered a proxy may revoke such proxy at any time before the 2018 Annual Meeting in any of the four following ways:
timely complete and return a new proxy card bearing a later date;
vote on a later date by using the Internet or telephone;
deliver a written notice to our Secretary prior to the 2018 Annual Meeting by any means, including facsimile, stating that your proxy is revoked; or
attend the meeting and vote in person.
If your shares are held of record by a bank, broker, trustee or other nominee other nominee and you desire to vote at the meeting, you may change your vote by submitting new voting instructions to your broker in accordance with such broker’s procedures.
Appraisal Rights
Holders of shares of common stock do not have appraisal rights under Delaware law in connection with this proxy solicitation.
Proxy Access
The Board amended our Bylaws on March 28, 2017 to provide proxy access to qualifying shareholders effective as of March 28, 2017. Pursuant to our amended Bylaws, the notice period for exercising proxy access rights has already passed for the 2018 Annual Meeting. As a result, as of the date of this proxy statement, our shareholders will no longer be able to exercise proxy access rights for the 2018 Annual Meeting.
Shareholder List
A list of shareholders entitled to vote at the 2018 Annual Meeting will be available for examination by any shareholder for any purpose germane to the 2018 Annual Meeting during ordinary business hours at our corporate headquarters located at 5956 W. Las Positas Blvd., Pleasanton, California, 94588, for the ten days prior to the 2018 Annual Meeting, and also will be available for examination by any shareholder at the 2018 Annual Meeting.
Communications with the Board
We encourage shareholders and interested parties to communicate any concerns or suggestions directly to the independent members of the Board, by writing to:
Board of Directors
Simpson Manufacturing Co., Inc.
P.O. Box 1394
Alamo, CA 94507-7394
Other Matters
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2018 ANNUAL MEETING: THE PROXY STATEMENT FOR THE 2018 ANNUAL MEETING AND THE ANNUAL REPORT TO SHAREHOLDERS ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 ARE AVAILABLE FREE OF CHARGE AT HTTP://MATERIALS.PROXYVOTE.COM/829073.
Persons Making the Solicitation
We are required by law to convene annual meetings of shareholders at which directors are elected. The Board is soliciting proxies from our shareholders for the 2018 Annual Meeting. United States federal securities laws require us to send you this Proxy Statement, and any amendments and supplements thereto, and to specify the information required to be contained in it. The Company will bear the expenses of calling and holding the 2018 Annual Meeting and the solicitation of proxies therefor. These costs will include, among other items, the expense of preparing, assembling, printing and mailing the proxy materials to shareholders of record and beneficial owners, and reimbursements paid to brokerage firms, banks and other fiduciaries for their reasonable out-of pocket expenses for forwarding proxy materials to shareholders and obtaining beneficial owner’s voting instructions. In addition to soliciting proxies by mail, our directors, officers and employees may solicit proxies on behalf of the Board, without additional compensation, personally or by telephone. We may also solicit proxies by email from shareholders who are our employees or who previously requested to receive proxy materials electronically.
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995. All statements relating to events or results that may occur in the future, including, but not limited to, the Company’s future meeting dates, board and committee members, director nominees, officers (including executive officers and named executive officers), compensation arrangements, plans or amendments (including those related to profit sharing and stock-based compensation), company policies, corporate governance practices, documents or amendments (including charter or bylaw amendments, shareholder rights plans or similar arrangements) as well as capital and corporate structure (including major shareholders, board structure and board composition), are forward-looking statements. Forward-looking statements generally can be identified by words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “plan,” “target,” “continue,” “project,” “change,” “result,” “future,” “will,” “could,” “can,” “may,” “likely,” “potentially,” or similar expressions. Forward-looking statements are necessarily speculative in nature, are based on numerous assumptions, and involve known and unknown risks, uncertainties and other factors (some of which are beyond the Company's control) that could significantly affect the Company's operations and may cause its actual actions, results, financial condition, performance or achievements to be substantially different from any future actions, results, financial condition, performance or achievements expressed or implied by any such forward-looking statements. Those factors include, but are not limited to, (i) the impact, execution and effectiveness of the Company’s current strategic plan, the 2020 Plan, and the efforts and costs to implement the plan; (ii) general economic cycles and construction business conditions; (iii) customer acceptance of our products; (iv) product liability claims, contractual liability, engineering and design liability and similar liabilities or claims, (v) relationships with partners, suppliers and customers and their financial conditions; (vi) materials and manufacturing costs; (vii) changes in capital and credit market conditions; (viii) technological developments, including system updates and conversions; (ix) increased competition; (x) changes in laws or industry practices; (xi) litigation risks and actions by activist shareholders, (xii) changes in market conditions; (xiii) governmental and business conditions in countries where our products are manufactured and sold; (xiv) natural disasters and other factors that are beyond the
Company’s reasonable control; (xv) changes in trade regulations or U.S. and international taxes, tariffs and duties including those imposed on the Company’s income, imports, exports and repatriation of funds; (xvi) effects of merger or acquisition activities or the lack thereof; (xvii) actual or potential takeover or other change-of-control threats; (xviii) changes in our plans, strategies, objectives, assumptions, expectations or intentions; and (xix) other risks and uncertainties indicated from time to time in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including, without limitation, most recently the Company’s Annual Report to Shareholders on Form 10-K for the period ended December 31, 2017, under the heading Item 1A - “Risk Factors” and the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All forward-looking statements hereunder are made as of the date of this Proxy Statement and are subject to change. Except as required by law, the Company does not intend, and undertakes no obligation to update or publicly release any revision to any such forward-looking statements, whether as a result of the receipt of new information, the occurrence of subsequent events, the change of circumstance or otherwise. We further do not accept any responsibility for any projections or reports published by analysts, investors or other third parties. Each forward-looking statement contained in this Proxy Statement is specifically qualified in its entirety by the aforementioned factors. You are hereby advised to carefully read this Proxy Statement in conjunction with the important disclaimers set forth above and are urged not to rely on any forward-looking statements in reaching any conclusions or making any investment decisions.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information, as of February 26, 2018, the record date for the 2018 Annual Meeting, unless otherwise indicated, about the beneficial ownership of our common stock by -
each shareholder known by us to be the beneficial owner of more than 5% of our common stock,
each of our directors and each of our director nominees,
each of our Principal Executive Officer, our Principal Financial Officer and our three other most highly compensated executive officers (collectively, the “Named Executive Officers” or “NEOs”) as named in the Summary Compensation Table (See “Executive Compensation” below),
and all of our executive officers and directors as a group.
| | | | | | | | | Name and, for Each 5% Beneficial Owner, Address(1) | | Beneficial Ownership of Shares of Common Stock(1) | | Percent of Class(2) | | Sharon Simpson | | | | | | | 21C Orinda Way | | |
| | | |
| | Orinda, CA 94563 | | 5,111,828 |
| | | 10.7 | % | | | | | | | | | BlackRock, Inc. | | | | | | | 55 East 52nd Street | | |
| | | |
| | New York, NY 10055 | | 5,640,565 |
| (3) | | 12.1 | % | | | | | | | | | The Vanguard Group | | | | | | | 100 Vanguard Blvd. | | |
| | | |
| | Malvern, PA 19355 | | 3,689,719 |
| (4) | | 7.9 | % | | | | | | | | | Karen Colonias | | 60,361 |
| | | * |
| | | | | | | | | Brian J. Magstadt | | 25,190 |
| | | * |
| | | | | | | | | Ricardo M. Arevalo | | 13,564 |
| | | * |
| | | | | | | | | Roger Dankel | | 12,564 |
| | | * |
| | | | | | | | | James S. Andrasick | | 9,107 |
| | | * |
| | | | | | | | | Michael A. Bless | | 1,438 |
| | | * |
| | | | | | | | | Jennifer A. Chatman | | 10,532 |
| | | * |
| | | | | | | | | Gary M. Cusumano | | 16,332 |
| | | * |
| | | | | | | | | Philip E. Donaldson | | — |
| | | * |
| | | | | | | | | Celeste Volz Ford | | 7,777 |
| | | * |
| | | | | | | | | Peter N. Louras, Jr. | | 15,215 |
| | | * |
| | | | | | | | | Robin G. MacGillivray | | 10,532 |
| | | * |
| | | | | | | | All executive officers and directors as a group (12 persons) | | 182,612 |
| | | * |
|
____________
* Less than 0.5%.
(1) Information in this table is based on information that our officers and directors provided to us and on statements on Schedule 13D or 13G that shareholders filed with the SEC and sent to us. Unless otherwise indicated below in the respective footnotes, the persons named in the table had sole voting and sole dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable. Pursuant to the rules of the SEC, the number of shares of our common stock below includes shares issuable upon settlement of restricted stock units held by the respective person or group that will vest within 60 days of February 26, 2018 (but not restricted stock units that will vest more than 60 days after February 26, 2018).
(2) Applicable percentage of ownership is based upon 46,684,831 shares of our common stock outstanding as of February 26, 2018.
(3) Based on the Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 17, 2018, BlackRock, Inc. has sole voting power with respect to 5,558,378 shares and sole dispositive power with respect to 5,640,565 shares.
(4) Based on the Schedule 13G/A filed by The Vanguard Group with the SEC on February 7, 2018, The Vanguard Group has sole voting power with respect to 49,959 shares, shared voting power with respect to 5,500 shares, sole dispositive power with respect to 3,637,060 shares and shared dispositive power with respect to 52,659 shares.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Composition of the Board
The Board currently consists of eight members. The Board has resolved to fix its size to be nine directors as of the 2018 Annual Meeting. Information about our current Board members and the new Board director nominee as of the 2018 Annual Meeting is set forth in the table below:
| | | | | | | | | | | Name | | Age | | Director Since | | Independent | | Year Current Term Will Expire | | Philip E. Donaldson | | 55 | | N/A | | X | | Being nominated by the Board for election to the Board at the 2018 Annual Meeting. | Karen Colonias (CEO) | | 61 | | 2013 | | | | 2018 | | Celeste Volz Ford | | 61 | | 2014 | | X | | 2018 | | Michael A. Bless | | 52 | | 2017 | | X | | 2018 | | Jennifer A. Chatman | | 59 | | 2004 | | X | | 2018 | | Robin G. MacGillivray | | 63 | | 2004 | | X | | 2018 | Peter N. Louras, Jr. (Chairman of the Board) | | 68 | | 1999 | | X | | 2019 | | James S. Andrasick | | 74 | | 2012 | | X | | 2019 | | Gary M. Cusumano | | 74 | | 2007 | | X | | 2019 |
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 and experiences represented by continuing memberseach of the Board and the new Board director nomineenominees are included in the summary graphic below:below. Further discussion on the qualifications and experience of director nominees is included in the “2020 Director Nominees” section of this Proxy Statement.
The current composition of the Board and its director nominees reflect director-selection criteria developed by the Nominating and Governance Committee to address theour needs and prioritiespriorities. 4 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS | | James S. Andrasick, Independent
Non-Executive Chair of the Board, Former Chief Executive Officer
of Matson Navigation Company, Inc. | | | 75 | | | 2012 | | | • | | | Audit and Finance | | | • | | | None | | | | • | | | Compensation and Leadership Development | | | | • | | | Corporate Strategy
and Acquisitions | | | | • | | | Nominating and Governance | | | | Michael A. Bless, Independent
Chief Executive Officer of Century Aluminum Company | | | 54 | | | 2017 | | | • | | | Audit and Finance | | | • | | | Century Aluminum Company | | | | • | | | Corporate Strategy
and Acquisitions | | | • | | | CNA Financial Corporation | | | | Jennifer A. Chatman, Independent
Paul J. Cortese Professor of Management, Haas School of Business, University of California Berkeley | | | 60 | | | 2004 | | | • | | | Compensation and Leadership Development | | | • | | | None | | | | • | | | Nominating and Governance (Chair) | | | | Karen Colonias,
President, Chief Executive Officer, Simpson Manufacturing Company, Inc. | | | 62 | | | 2013 | | | • | | | Corporate Strategy
and Acquisitions | | | • | | | Reliance Steel and Aluminum Co. | | | | Gary M. Cusumano, Independent
Retired Chairman, Chief Executive Officer and President of The Newhall Land and Farming Company | | | 76 | | | 2007 | | | • | | | Compensation and Leadership Development (Chair) | | | • | | | None | | | | • | | | Corporate Strategy
and Acquisitions | | | | Philip E. Donaldson, Independent
Executive Vice President & Chief Financial Officer of Andersen Corporation | | | 58 | | | 2018 | | | • | | | Audit and Finance (Chair) | | | • | | | None | | | | • | | | Corporate Strategy
and Acquisitions | | | | Celeste Volz Ford, Independent
Board Chair and Founder of Stellar Solutions | | | 63 | | | 2014 | | | • | | | Audit and Finance | | | • | | | None | | | | • | | | Corporate Strategy
and Acquisitions (Chair) | | | | • | | | Nominating and Governance | | | | Robin G. MacGillivray, Independent
Former Senior Vice President – One AT&T Integration, AT&T | | | 65 | | | 2004 | | | • | | | Compensation and Leadership Development | | | • | | | None | | | | • | | | Nominating and Governance | |
Our Board is appropriately refreshed, and our directors bring a balance of experience and fresh perspectives. 2020 Proxy Statement | | | | | | | 5 |
TABLE OF CONTENTS CORPORATE GOVERNANCE HIGHLIGHTS Our Board has implemented policies and structures that we believe are among the best practices in corporate governance. The Corporate Governance section of this Proxy Statement beginning on page 10 describes our governance framework, which includes the following: CURRENT BOARD AND GOVERNANCE INFORMATION | | | | | | | | | | | | | | | 8 | | | 7 | | | 6 | | | 100% | | | | Size of Board | | | Number of
Independent
Directors | | | Board Meetings
Held in 2019 | | | Attendance
at all Board and
Committee Meetings
Held in 2019 | |
SUSTAINABILITY AND ENVIRONMENTAL AND SOCIAL RESPONSIBILITY HIGHLIGHTS Sustainability and environmental and social responsibility is an integral component of our business strategy. As part of Simpson’s vision, we have established deeply rooted core values that continue to define our business today. At the forefront of these values is doing what is right for our employees’ safety and well-being, as well as for our customers, communities and environment. EMPLOYEE SAFETY AND WELL BEING Our people are the most vital part of our business, and providing a safe, healthy and sustainable working environment is of
fundamental importance. We value the safety of all employees, and we continually work to minimize employee exposure to potential risk. SUSTAINABILITY At Simpson, we look at four key aspects of sustainability: MANUFACTURING PROCESSES We strive to minimize the amount of waste generated by our manufacturing processes through companywide lean practices. Our Research & Development engineers are focused on material efficiencies and innovative product features that minimize waste in our steel connector, anchor and fastener designs. RECYCLING We do not manufacture steel and we do not use recycled steel. We recycle the scrap steel resulting from our manufacturing process at all facilities around the world. In addition to steel, we recycle many of the materials that we use to reduce our impact on the environment, including cardboard, plastic and glass bottles, aluminum cans, paper, wood pallets, electronic waste, water, oils, coolants and lubricants and stretch film / wrap — low density polyethylene. ENERGY CONSERVATION We work hard to improve energy efficiencies at our facilities to ensure eco-friendly, cost-effective operations. Energy-efficient lighting, heating and cooling systems further reduce our impact on the environment, including reducing our carbon emissions. SUSTAINABLE BUILDING PRACTICES We support sustainable building practices, such as those established by the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) Green Building Rating System™, NAHB Green, and state and city specific green building codes. Our support includes use of green building technology, advanced framing techniques and use of non- toxic materials. 6 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS We hold ourselves accountable to conducting our business with integrity through adherence to a strict set of standards and policies which are intended to create a safe, sustainable, respectful and healthy work environment, including policies around ethics, data privacy, and more. CORPORATE GOVERNANCE Our Corporate Governance Policies Reflect Best Practices We are committed to maintaining the highest standards of corporate governance. The Board has built a strong and effective governance framework, which has been designed to promote the long-term interests of stockholders and support Board management accountability. | | Majority Vote Standard for Uncontested
Directors Elections | | | | | | Annual Board and Committee Self-Evaluations and Review of Director Qualifications | | | | Annual Election of All Directors | | | | | | Executive Sessions of Independent Directors Held at Each Regularly Scheduled Board Meeting, and Directors Meet Periodically Throughout the Year with Individual Members of Management | | | | Non-Executive Independent Chair of the Board | | | | | | 100% Attendance of Incumbent Directors at Board and Committee Meetings | | | | Seven of Eight Director Nominees Are Independent | | | | | | Audit and Finance, Compensation and Leadership Development, and Nominating and Governance Committee Members Are
All Independent | |
ITEM 2
ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION We recommend that you review our Compensation Discussion & Analysis beginning on page 33, which explains in greater detail the philosophy of the Compensation and Leadership Development Committee and its actions and decisions in 2019 regarding our Named Executive Officer compensation 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. | | The Board recommends a vote FOR this proposal. | | | | |
2020 Proxy Statement | | | | | | | 7 |
TABLE OF CONTENTS 2019 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 Simpson’s executive compensation philosophy emphasizes pay-for-performance. Our philosophy is to provide executive compensation opportunities that approximate the 50th percentile of appropriate market data that is based on our 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 has a practice of reviewing executive compensation program components, targets and payouts on an annual basis to ensure 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 | | Target Total Compensation at 50th Percentile | | | | | | Executive Officer Stock
Ownership Guidelines | | | | Independent Consultant Retained by the Compensation and Leadership Development Committee | | | | | | 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 | | | | Relative Pay-for-Performance Alignment | | | | | | Annual Say on Pay Vote | |
At our 2019 Annual Meeting of Stockholders, Simpson again received strong support for its NEO compensation programs, with approximately 99% of votes cast approving, on an advisory basis, our NEO compensation. In 2019, 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 8 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS 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 incentives with selected performance measures that consider peer median performance expectations and reflect the Company’s business plan and its financial and operational goals; the placement of a significant portion of executive pay “at risk” and dependent upon the achievement of specific corporate performance goals with verifiable results, with pre-established threshold, target and maximum payment levels; the Company’s compensation recoupment policy, which applies to performance-based cash and performance-based incentive compensation paid to executive officers and other recipients; the balance between risks and benefits of compensation as related to attracting and retaining executives and other senior leaders; the Company’s executive stock ownership guidelines, which align the interests of the executive officers with those of the Company’s stockholders; and regular review of the executive compensation program by an independent compensation consultant. The Compensation and Leadership Development Committee also has oversight over the Company’s responsibility to review significant Company compensation policies and procedures, including the incentives that they create, to assess risk. At the Compensation and Leadership Development Committee’s direction, the Company’s Human Resources Department, in partnership with Meridian, the Compensation and Leadership Development Committee’s independent consultant conducted a risk assessment of the Company’s compensation programs. Based on this assessment, management has concluded that the compensation policies and practices of the Company and satisfy certain regulatory requirements. See “Director Selection Criteria” below. Director Terms
Atits subsidiaries for employees do not create risks that are reasonably likely to have a material adverse effect on the March 28, 2017 special meetingCompany and management has presented the results of the shareholders, our shareholders approved and adopted an amendmentits assessment to the Company’s Certificate of Incorporation to declassify the Board over a three-year periodCompensation and provide that directors who are up for election be elected for one-year terms beginning at the 2017 annual meeting of the shareholders. Our current directors Karen Colonias, Celeste Volz Ford and Michael A. Bless were elected to one-year terms at the 2017 annual meeting. As a result, their terms will expire at the 2018 Annual Meeting. Directors elected to the Board prior to the 2017 annual meeting will complete the remainder of their respective three-year terms. Our current directors Jennifer A. Chatman and Robin G. MacGillivray were elected to three-year terms at the 2015 annual meeting of shareholders. As a result, their terms will also expire at the 2018 Annual Meeting. Our current directors Peter N. Louras, Jr., James S. Andrasick, Gary M. Cusumano were elected to three-year terms at the 2016 annual meeting of shareholders. As a result, their terms will expire at the 2019 annual meeting of shareholders. If elected at the 2018 Annual Meeting, Philip E. Donaldson will serve a one-year term on the Board and his term will expire at the 2019 annual meeting of shareholders.Leadership Development Committee.
Board Nominees
The Board, on the recommendation of its Nominating and Governance Committee, which is composed only of independent members of theITEM 3
RATIFICATION OF APPOINTMENT OF GRANT THORNTON LLP AS AUDITORS Our Board has nominatedratified our incumbent directors Karen Colonias, Celeste Volz Ford, Michael A. Bless, Jennifer A. ChatmanAudit and Robin G. MacGillivray, whose terms are currently set to expire atFinance Committee’s appointment of Grant Thornton LLP as Simpson’s independent registered public accounting firm for the 2018 Annual Meeting, for re-election to the Board,year ending December 31, 2020, and, a new director candidate, Philip E. Donaldson, for election to the Board. The Board recommends that shareholders vote to elect each of Ms. Colonias, Ms. Ford, Mr. Bless, Ms. Chatman, Ms. MacGillivray and Mr. Donaldson to hold office until the election and qualification of directors at the 2019 annual meeting of shareholders. Pursuant to the Company’s Certificate of Incorporation and Bylaws, any new director candidate and each of our incumbent directors who are up for re-election will be elected at the 2018 Annual Meeting for a 1-year term expiring upon the election and qualification of directors at the annual meeting of shareholders to be held in 2019. Each of Ms. Colonias, Ms. Ford, Mr. Bless, Ms. Chatman, Ms. MacGillivray and Mr. Donaldson has consented to be named in this Proxy Statement and to serve as a director if elected. matter of good governance, we are seeking stockholder ratification of that appointment.
| | The Board recommends a vote FOR this proposal. | | | | |
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TABLE OF CONTENTS | | 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.simpsonmfg.com under “Investor Relations - Corporate Governance,” contains the following documents: | | | | • | | | Anti-Hedging and Pledging Policy | | | | • | | | Audit and Finance Committee Charter | | | | • | | | Code of Business Conduct and Ethics | | | | • | | | Code of Ethics for CEO and Senior Financial Officers | | | | • | | | Compensation and Leadership Development Committee Charter | | | | • | | | Compensation Recovery Policy | | | | • | | | Corporate Governance Guidelines | | | | • | | | Corporate Strategy and Acquisitions Committee Charter | | | | • | | | Nominating and Governance Committee Charter | |
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TABLE OF CONTENTS ITEM 1ELECTION OF DIRECTORS Unless otherwise instructed,directed, the persons named as proxies inon the enclosed proxy card willintend to vote “FOR” the proxies received by them for the six Board nominees. The Board knowselection of no reason why anyeach of the nominees named in this Proxy Statement would be unable or for good cause will not serve, but ifnominees. If any nominee should for any reason be unable to serve or for good cause will not serve, the Board reserves the right to nominate substitute nomineesbecome unavailable for election, prior to the 2018 Annual Meeting, in which case the Company will file an amendment to this Proxy Statement disclosing the identity of such substitute nominees and related information and the proxies receivedshares will be voted for such substitute nominees.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. Our Board of Directors recommends that stockholders vote “FOR” each of the nominees named below. In nominating individuals to become members of the Board, the Nominating and Governance Committee considers the experience, qualifications, attributes and skills of each potential member. Each incumbent director who is up for election has submitted his or her resignationnominee brings a strong and unique background and set of skills to the Board, giving the Board, as a director, which resignation becomes effective only if such nominee does not receive the affirmative votewhole, competence and experience in a wide variety of a majority of the votes castareas. The Nominating and Governance Committee and the Board accepts hisconsidered the following information, including the specific experience, qualifications, attributes or her resignation. Even if suchskills of each individual, in concluding each was an appropriate nominee does not receive the affirmative vote of a majority of the votes cast, he or she will nevertheless continue to serve as a director until the Board accepts his or her resignation. Board Nominee and Director Qualifications and Biographical Information
The Board nominees and our directors are individuals of reputation, integrity and accomplishment. They bring to the Board a range of expertise, talents and insights. In addition, they bring practical industry experience in a variety of areas. See “Composition of the Board” above. As is required by our Governance Guidelines, a majoritymember of our outside (non-management) directors must be independent. To be independent, a director must have no financial, family or close personal ties to us or our executive officers and must meetBoard for the NYSE independence standards. See “Board Independence” below. We undertake serious and deliberate consideration to evaluate periodically our current directors’ skill sets andterm commencing at this year’s Annual Meeting (ages are committed to Board refreshment and succession planning. For prospective director candidates, we seek individuals with qualifications and attributes that are complementary to our business, industry, strategy and current directors’ skills and experience. See “Director Selection Criteria” below.as of March 11, 2020).
Board Nominees for Election as Directors at the 2018 Annual Meeting
1. Karen Colonias
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TABLE OF CONTENTS | |  Former CEO Matson NavigationAge: 75Director Since: 2012Committee Assignments:• Audit and Finance Committee• Corporate Strategy and Acquisitions Committee• Nominating and Governance• Compensation and Leadership Development | | | James Andrasick | | | | Professional Highlights:
Mr. Andrasick joined the Board in 2012 and became Chair of the Board on January 1, 2019. 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 recently served as a Trustee and Chair of the finance committee of Mills College and is presently a Trustee of the U.S. Coast Guard Foundation and a Trustee and Chairman of the Big Sur Land Trust. He also previously served as a director and the Chairman of the Board of the American Red Cross, Hawaii State Chapter, as well as served on the boards of the Aloha United Way, Arthritis Foundation and Hawaii Maritime Center. He was the Chairman and a Trustee of the University of Hawaii Foundation. | | | |  | |
| |  CEO Century AluminumCompanyAge: 54Director Since: 2017Committee Assignments:• Audit and Finance Committee• Corporate Strategy and Acquisitions Committee | | | Michael Bless | | | | Professional Highlights:
Mr. Bless joined the Board in 2017. He has been President and Chief Executive Officer of Century Aluminum Company since November 2011 and was Century Aluminum’s Executive Vice President and Chief Financial Officer from January 2006 to October 2011. He has been National Trustee of Boys and Girls Clubs of America since January 2014. | | | | Current Public Company Directorships:
• Century Aluminum Company
• CNA Financial Corporation | | | | Contribution to and function on the Board:
Having held senior management positions at a public company in a related industry, Mr. Bless brings valuable leadership, industry, risk-management, investor-relations, international operations and strategy-development experience to the Board. His business insights, financial acumen and expansive knowledge of the construction materials industry and global market conditions enhance the collective corporate governance, strategic growth and financial expertise of the Board. | |
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TABLE OF CONTENTS | |  Paul J. Cortese Professor of Management Haas School of BusinessUC BerkeleyAge: 60Director Since: 2004Committee Assignments:• Nominating and Governance Committee (Chair)• Compensation and Leadership Development Committee | | | ExperienceJennifer Chatman
| | | | Professional Highlights:
: Ms. Chatman joined the Board in 2004. She is the Paul J. Cortese Distinguished Professor of Management Haas School of Business, University of California, Berkeley. Before joining the Berkeley faculty in 1993, she was a professor of the Kellogg Graduate School of Management, Northwestern University. She received her Ph.D. from Berkeley in 1988. She is a Trustee of Prospect Sierra School. In addition to her research and teaching at Berkeley, she consults with a wide range of organizations and is the faculty director of the Berkeley Executive Leader Program. | | | | Contribution to and function on the Board:
Ms. Chatman brings to the Board a deep understanding of organizational structure, leadership and compensation that gives us an objective perspective in interpreting and leveraging our unique culture to achieve our strategic objectives. She also brings insights into the Company’s strategy and process of formulating a sound, realistic strategy. She is able to focus on the organizational culture and its significance to the Company along with important considerations as the Company grows and changes. She brings her expertise in human resources along with a balanced perspective and her academic knowledge from a research perspective of business.
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| |  President and CEOSimpson ManufacturingAge: 62Director Since: 2013Committee Assignments:• Corporate Strategy and Acquisitions Committee | | | Karen Colonias | | | | Professional Highlights:
Ms. Colonias has been our Chief Executive Officer since January 2012 and a member of the Board since her appointment in 2013 she was appointed to the Board.2013. From 2009 - 2012, she was our Chief Financial Officer, Secretary and Treasurer. Prior to that, she held the position of Vice President of our global structural product solutions subsidiary, Simpson Strong-Tie Company Inc. and, in that capacity from 2004 to 2009, served as the Branch Manager of Simpson Strong-Tie’s manufacturing facility in Stockton, California. She joined Simpson 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. Since 2016, she has served as a director of | | | | Current Public Company Directorships:
• Reliance Steel and Aluminum Co. | | | | | Contribution to and function on the BoardBoard:
: Ms. Colonias brings to the Board her deep industry knowledge and her dedication to the ongoing success of the Company. She is our management’s only representative on the Board. She actively shapes the Company’s strategic objectives and brings her extensive knowledge and understanding to the Company culture, its operations, its employees, customers, suppliers, investors and other stakeholders. She has demonstrated a commitment to integrity in all aspects of the Company’s business and transparency in her leadership of the Company. She | |
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TABLE OF CONTENTS | |  Retired Chairman,CEO & PresidentThe Newhall Landand Farming CompanyAge: 76Director Since: 2007Committee Assignments:• Compensation and Leadership Development Committee (Chair)• Corporate Strategy and Acquisitions Committee | | | Gary Cusumano | | | | Professional Highlights:
Mr. Cusumano joined the Board in 2007. He was with the Newhall Land and Farming Company for more than 35 years, most recently as the Chairman of its board of directors, until his retirement in 2006. He is currentlya director of Forest Lawn Memorial Park and the J.G. Boswell Company and was a director of Granite Construction, Inc., Sunkist Growers, Inc., Watkins-Johnson Company and Zero Corporation and has served on the boards of many not-for-profit and community service organizations. | | | | Contribution to and function on the Board:
Mr. Cusumano brings to the Board his deep understanding of real estate development, his business acumen and his industry, which focus, give him the ability to constructively challenge management in a positive manner. He also brings to the Board a balanced perspective from both the management and board member perspectives given his extensive leadership abilities and significant boardroom experience.
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| |  Executive Vice President & CFO Andersen CorporationAge: 58Director Since: 2018Committee Assignments:• Audit and Finance Committee (Chair)• Corporate Strategy and Acquisitions Committee | | | Philip Donaldson | | | | Professional Highlights:
Mr. Donaldson joined the Board in 2018. He has been the Chief Financial Officer at Andersen Corporation since 2004 and serves as its Executive Vice President, a member of its Executive Committee, and on its Board of Directors. Andersen Corporation is a leading maker of windows and doors for residential and commercial markets with 11,000 employees in locations across North America and sales worldwide. Prior to joining Andersen Corporation in 1999, Mr. Donaldson spent sixteen years at Armstrong World Industries, Inc. in various management roles in sales and marketing, quality management, manufacturing, and general management. Mr. Donaldson also serves on the Board of Directors of HealthPartners, Inc., and as the Chairman of the Window and Door Manufacturer’s Association. | | | | Contribution to and function on the Board:
Mr. Donaldson has extensive industry, operational and financial management experience and brings to the Board his strong focus on driving stockholder value as well as expertise in capital markets financing, acquisitions and integration, information systems and technology, and sales and marketing. | |
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TABLE OF CONTENTS | |  Founder & CEOStellar SolutionsAge: 63Director Since: 2014Committee Assignments:• Corporate Strategy and Acquisitions Committee.Committee (Chair)• Audit and Finance Committee• Nominating and Governance Committee |
2. Celeste Volz Ford
| | Celeste Volz Ford| | | | | | | Professional Highlights:
Experience: Ms. Ford joined the Board in 2014. She has beenwas the Chief Executive Officer of Stellar Solutions, Inc. since, from the time she founded the company in 1995.1995 until 2018, when she transitioned to board chair. Stellar Solutions is a global provider of systems engineering expertise and a recognized leader in government and commercial aerospace programs. She is a proven leader of the Stellar companies, including Stellar Solutions, Inc., which provides engineering services, Stellar Solutions Aerospace Ltd,Ltd. their UK-based affiliate, Stellar Solutions Aerospace France, QuakeFinder, the humanitarian R&D division of Stellar Solutions, and the Stellar Solutions Foundation, a division focused on charitable giving to promote community involvement and outreach efforts. Ms. Ford sitshas served on the boardsboard of Seagate Government Solutions, Thewhich is a business unit of Seagate Technology Public Limited Company. She is also a part of the University of Notre Dame Board of Trustees, the American Conservatory Theater and the businessBusiness Advisory Counsel of Illuminate Ventures. | | | | | Former Public Company Directorships:
• Heritage Commerce Corporation | | | | Contribution to and function on the BoardBoard:
: Ms. Ford brings to the Board her proven record of leadership and entrepreneurial spirit as well as her deep understanding of and experience with cyber, technology and software. She also brings her deep knowledge of strategic planning, a significant focus of the Company, and risk management. Additionally, she bringsmanagement, as well as her valuable insights regarding activities in Europe. She is a member of the | |
| |  Former Senior Vice President — One AT&T Integration, AT&TAge: 65Director Since: 2004Committee Assignments:• Compensation and Leadership Development Committee • Nominating and the Corporate Strategy and Acquisitions Committee. Governance Committee |
3. Michael A. Bless
| | | Robin Greenway MacGillivray| | | | | | | Professional Highlights:
Experience: Mr. Bless has been President and Chief Executive Officer of Century Aluminum Company since November 2011 and was Century Aluminum’s Executive Vice President and Chief Financial Officer from January 2006 to October 2011. He has been a board member of Century Aluminum since December, 2012, and a board member of CNA Financial Corporation since October, 2017, both of which are public companies. He has been National Trustee of Boys and Girls Clubs of America since January 2014. | | Contribution to and function on the Board: Having held senior management positions at a public company in a related industry, Mr. Bless brings valuable leadership, industry, risk-management, investor-relation, international operations experience and strategy-development experience to the Board. His business insights, financial acumen and expansive knowledge of the construction materials industry and global market conditions enhance the collective corporate governance, strategic growth and financial expertise of the Board. He is a member of the Audit and Finance Committee and the Corporate Strategy and Acquisitions Committee.
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4. Jennifer A. Chatman
| | | | | | Experience: Ms. Chatman joined the Board in 2004. She is the Paul J. Cortese Distinguished Professor of Management Haas School of Business, University of California, Berkeley. Before joining the Berkeley faculty in 1993, she was a professor of the Kellogg Graduate School of Management, Northwestern University. She received her Ph.D. from Berkeley in 1988. She is a Trustee of Prospect Sierra School. In addition to her research and teaching at Berkeley, she consults with a wide range of organizations and is the faculty director of the Berkeley Executive Leader Program.
| | Contribution to and function on the Board: Ms. Chatman brings to the Board a deep understanding of organizational structure, leadership and compensation that gives us an objective perspective in interpreting and leveraging our unique culture to achieve our strategic objectives. She also brings insights into the Company’s strategy and process of formulating a sound, realistic strategy. She is able to focus on the organizational culture and its significance to the Company along with important considerations as the Company grows and changes. She brings her expertise in human resources along with a balanced perspective and her academic knowledge from a research perspective of business. She is the Chair of the Compensation and Leadership Development Committee and a member of the Audit and Finance Committee.
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5. Robin G. MacGillivray
| | | | | | Experience: Ms. MacGillivray joined the Board in 2004. She retired from AT&T Inc. in 2014 with nearly 15 years of executive leadership experience as a corporate officer. From 2010 until her retirement in 2014 she was Senior Vice President - One AT&T Integration where she led the implementation of hundreds of world-wide initiatives designed to integrate merged organizations for optimal customer service and financial performance. Prior to that, she was Senior Vice President - Regional and Local Markets, responsible for service and sales of AT&T’s small business customers nationwide. Previously, she was President of Business Communications Services for AT&T’s western region, where she served the needs of small, medium and large businesses, including government, education and health care accounts. Over the course of her 35-year career, she held leadership positions in a variety of other areas, including engineering, operations, construction, finance and human resources.
| | | | | | Contribution to and function on the BoardBoard:
: Ms. MacGillivray brings to the Board her significant experience with mergers and acquisitions, particularly the integration of acquired entities. As a result of her accomplishments at AT&T, she also brings her substantial experience with and understanding of corporate culture, how to build teams, leadership development and change management. She also brings her dedication to corporate governance. She is the Chair of the Nominating and Governance Committee and a member of the Audit and Finance Committee and the Corporate Strategy and Acquisitions Committee.
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6. TABLE OF CONTENTS Our Certificate of Incorporation provides that, at each annual meeting of stockholders, 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 Governance Committee, our Board nominates for election, James S. Andrasick, Michael A. Bless, Jennifer A. Chatman, Karen Colonias, Gary M. Cusumano, Philip E. Donaldson, Celeste V. Ford and Robin G. MacGillivray who will stand for reelection as directors at this year’s Annual Meeting, each for a term extending until our 2021 Annual Meeting of Stockholders. In identifying director candidates, the Board seeks to achieve a mix of members who collectively bring significant value to the Company through their experience and personal backgrounds relevant to Simpson’s strategic priorities and the scope and complexity of our business and industry. In light of Simpson’s strategic priorities, and based on its self-assessment, the Board identified key skills and experiences for director candidates that included, but are not limited to, current public company senior executive and board experience in managing a diversified enterprise, industry experience or understanding, an appreciation of the impacts of rapidly changing technologies and experience in managing and expanding business outside of the United States, especially in Europe. To complement its oversight responsibilities, the Board also identified implementing or overseeing company growth, strategy development, mergers and acquisitions and operations experience as key Board skills. In addition, each candidate should: have a record of integrity and ethics in his/her personal and professional life; have a record of professional accomplishment in his/her field; be prepared to represent the best interests of our stockholders; not have a material personal, financial or professional interest in any competitor of ours; and be prepared to participate fully in Board activities, including (in the case of a non-executive director) active membership on at least one Board committee and attendance at, and active participation in, meetings of the Board and the committee(s) of which he or she is a member, and not have other personal or professional commitments that would, in the Nominating and Governance Committee’s sole judgment, interfere with or limit his or her ability to do so. Our Corporate Governance Guidelines place limits on the number of boards on which Simpson directors may serve. Such limits provide that any director who is a chief executive officer or other senior executive of a public company should serve on no more than two public company boards, and any other director should serve on no more than four public company boards, in both instances including the Simpson Board. Additionally, any member of our Audit and Finance Committee may serve on the audit committee of no more than three other public companies. While Mr. Bless is a chief executive officer of a public company and serves as a director on two public company boards in addition to his service as a director on our Board, we believe Mr. Bless is not overboarded as demonstrated by, among other things, his perfect attendance at meetings during his tenure. We also note that the other two companies for which Mr. Bless serves as a director are Chicago-based, and require limited, if any travel to meet his commitments with respect to his board service. We believe it is also relevant to note that CNA is a publicly-traded company that is a “controlled company” under NYSE rules, with one stockholder owning approximately 89% of the outstanding common stock. In addition, the Nominating and Governance Committee also considers it desirable that candidates contribute positively to the collaborative culture among Board members and possess professional and personal experiences and expertise relevant to our business and industry. The Nominating and Governance Committee solicits ideas for possible candidates from a number of sources, including independent director candidate search firms, members of the Board and our senior level executives. Once a prospective candidate has come to the Nominating and Governance Committee’s attention, including candidates recommended by its advisors or suggested by stockholders, the Nominating and Governance Committee evaluates the candidate’s qualifications and skills, against the desired director attributes, and makes an initial determination as to whether to conduct a full evaluation. In making this | | | |  | | | Experience: Mr. Donaldson has been the Chief Financial Officer at Andersen Corporation since 2004 and serves as its Executive Vice President, a member of its Executive Committee, and on its Board of Directors. Andersen Corporation is a leading maker of windows and doors for residential and commercial markets with 11,000 employees in locations across North America and sales worldwide. Prior to Andersen Corporation, Mr. Donaldson spent sixteen years at Armstrong World Industries, Inc. in various management roles in sales and marketing, quality management, manufacturing, and general management.
Mr. Donaldson also serves on the Board of Directors of HealthPartners, Inc., as the chairman of Lakeview Health System, and as the chairman of the Window and Door Manufacturer’s Association.
| | | | | Contribution to and function on the Board: Mr. Donaldson has extensive industry, operational and financial management experience and brings to the Board his strong focus on driving shareholder value as well as expertise in capital markets financing, acquisitions and integration, information systems and technology, and sales and marketing. If Mr. Donaldson is elected to the Board at the 2018 Annual Meeting, the Board currently anticipates appointing him to one or more committee positions as appropriate.
2020 Proxy Statement
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Continuing Directors
TABLE OF CONTENTS determination, the Nominating and Governance Committee takes into account the information provided to it with the recommendation of the candidate, as well as the Nominating and Governance Committee’s own knowledge and information obtained through inquiries to third parties to the extent the Nominating and Governance Committee deems appropriate. The preliminary determination is based primarily on the current need for additional Board members and the likelihood that the prospective candidate can satisfy the criteria that the Nominating and Governance Committee has established. If the Nominating and Governance Committee determines, in consultation with the Chair of the Board and other directors, as appropriate, that additional consideration is warranted, it may request a third party to gather additional information about the prospective candidate’s background and experience and to report its findings to the Nominating and Governance Committee. The Nominating and Governance Committee may then evaluate the prospective candidate against the Board selection criteria that it has developed. The Board recognizes the benefits of a diversified board and believes that any search for potential director candidates should consider diversity as to gender, race, ethnic background and personal and professional experiences. | | | | | | Experience: Mr. Louras joined the Board in 1999. He is a retired corporate executive and was appointed Chairman of the Board in April, 2014. He joined The Clorox Company in 1980 and was Group Vice President from May, 1992 until his retirement in July 2000. In this position, he served on The Clorox Company’s executive committee with overall responsibility for its international business activities and business development function, including acquisitions and divestitures. Before joining The Clorox Company, Mr. Louras, a certified public accountant, worked at Price Waterhouse in its offices in both San Francisco, California and Philadelphia, Pennsylvania. Mr. Louras actively participates in civic projects and serves on the boards of various non-for-profit organizations.
| | | | Contribution to and function on the Board: Mr. Louras brings to the Board and to his role as its Chair a highly effective collaborative and consensus-building and style of leadership. His business acumen stemming from his significant business background, which includes acquisition and international operating experience, brings a global perspective to the Board on the Company’s U.S. and international operations. He also brings a balanced perspective on a wide range of corporate governance, management and compensation issues, and he has been active in engagement with shareholders to both address their concerns and also preserve the philosophy behind the company value, structure and culture developed by the Company’s founder, Barclay Simpson. He is a member of the Audit and Finance Committee, the Compensation and Leadership Development Committee and the Corporate Strategy and Acquisitions Committee.
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2. James S. Andrasick
| | | | | | Experience: Mr. Andrasick joined the Board in 2012. He was the Chairman of Matson Navigation Company’s 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 Navigation, he was the Chief Financial Officer of Alexander & Baldwin, Inc., the parent company of Matson Navigation, and was responsible for all business development activity. He recently served as a Trustee and Chair of the finance committee of Mills College and is presently a Trustee of the U.S. Coast Guard Foundation and a Trustee and the Treasurer of the Big Sur Land Trust. He also previously served as a director and the Chairman of the board of the American Red Cross, Hawaii State Chapter, as well as served on the boards of the Aloha United Way, Arthritis Foundation and Hawaii Maritime Center. He was the Chairman and a Trustee of the University of Hawaii Foundation.
| | | | Contribution to and function on the Board: Mr. Andrasick brings to the Board a balanced perspective and his consensus-building style along with his business acumen stemming from his 40 years of business experience, including international experience. He also brings his financial and capital allocation and management expertise, and a strong understanding of developing markets. His experience in developing the China market for Matson Navigation, in real estate development for Alexander & Baldwin and in mergers and acquisitions gives him a unique understanding of the Company’s current opportunities, and his strong financial and operations background adds depth to the Board’s understanding of our business. He is the Chair of the Audit and Finance Committee and a member of the Nominating and Governance Committee and the Corporate Strategy and Acquisitions Committee.
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3. Gary M. Cusumano
| | | | | | Experience: Mr. Cusumano joined the Board in 2007. He was with the Newhall Land and Farming Company for more than 35 years, most recently as the Chairman of its board of directors, until his retirement in 2006. He is a director of Forest Lawn Memorial Park and the J.G. Boswell Company and was a director of Granite Construction, Inc., Sunkist Growers, Inc., Watkins-Johnson Company and Zero Corporation and has served on the boards of many not-for-profit and community service organizations.
| | | | Contribution to and function on the Board: Mr. Cusumano brings to the Board his deep understanding of real estate development, and along with his business acumen and focus, give him the ability to constructively challenge management in a positive manner. He also brings to the Board a balanced perspective from both the management and board member perspectives given his extensive leadership abilities and significant boardroom experience. He is the Chair of the Corporate Strategy and Acquisitions Committee and a member of the Compensation and Leadership Development Committee and the Nominating and Governance Committee.
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Required Vote
Pursuant to our Bylaws, in an uncontested election, directors are elected by the affirmative vote of a majority of the votes cast. Under this majority voting standard, a director nominee will be elected as a director if the nominee receives the affirmative vote of a majority of the votes cast for the nominee, meaning that to be elected the number of votes cast “FOR” a nominee must exceed the number of votes cast “AGAINST” the nominee, with broker non-votes and abstentions not counted as votes cast either “FOR” or “AGAINST” the nominee. At the 2018 Annual Meeting, our shareholders will vote to elect six directors. As a result, each of the six director nominees on Proposal 1 will be elected if he or she receives more “FOR” votes than “AGAINST” votes at the 2018 Annual Meeting. Under our Certificate of Incorporation and Bylaws, shareholders will not be able to cumulate their votes in the election of directors. The enclosed proxy card enables a shareholder to vote “FOR,” “AGAINST” or “ABSTAIN” as to each person or all six individuals nominated by the Board. Abstentions and broker non-votes, if any, will not constitute the votes cast either “for” or “against” with respect to a nominee and will accordingly have no effect on the outcome of the election of directors at the 2018 Annual Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU USE THE PROXY CARD TO VOTE “FOR” THE ELECTION OF ALL SIX BOARD NOMINEES, KAREN COLONIAS, CELESTE VOLZ FORD MICHAEL A. BLESS, JENNIFER A. CHATMAN, ROBIN G. MACGILLIVRAY AND PHILIP E. DONALDSON TO THE BOARD AT THIS ANNUAL MEETING.
BOARD INFORMATION AND PRACTICES
Board Diversity While the Company doeswe do not have a formal policy with regard to diversity in identifying director nominees, the Board believes that the backgrounds and qualifications of directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. The Board nominees and our directors, come from a variety of backgrounds and over 44%50% of our directors will be women if all sixeight Board nominees are elected to the Board at the 2018 Annual Meeting. We do not discriminate against nominees on the basis of race, color, religion, gender, gender identity or expression, sexual orientation, age, national origin, disability, covered veteran status, or any other status protected by law. The Board currently believes that a robust board evaluation process - one focused on the assessment and alignment of director skills with company strategy and priorities - is more effective than relying solely on age or tenure limits to achieve board refreshment. Therefore, we do not have a fixed retirement age for directors. Under our current Corporate Governance Guidelines, no outside director who came on to the Board prior to 2016 will be nominated for re-election after 20 years of board service, and the Board generally will not nominate outside directors who come on to the Board after 2016 for re-election after 15 years of board service. If all sixeight Board nominees are elected to the Board at the 2018 Annual Meeting, the average tenure of our directors will be 8approximately nine years. The New York Stock Exchange (“NYSE”) listing standards require our Board tenureto be comprised of at least a majority of independent directors. Our Corporate Governance Guidelines require that the Board be comprised substantially of independent directors. For a director to be considered independent, our Board must determine that the director does not have any direct or indirect material relationship with us. To assist it in determining director independence, and as permitted by NYSE rules then in effect, the Board previously established
categorical standards which conform to, or are more exacting 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.simpsonmfg.com under “Investor Relations - Corporate Governance.” Based on these independence standards, our Board has affirmatively determined that the following directors are independent and meet our categorical independence standards: | | James S. Andrasick | | | Michael A. Bless | | | Jennifer A. Chatman | | | Gary M. Cusumano | | | | Philip E. Donaldson | | | Celeste Volz Ford | | | Robin G. MacGillivray | | | | |
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TABLE OF CONTENTS In determining the independence of the directors, our Board considered ordinary course transactions between us and other entities with which the directors are associated, none of which were determined to constitute a material relationship with us. None of the above listed directors has any relationship with 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, a current or former employee of Simpson. Any stockholder may nominate one or more persons for election as one of our directors at the Annual Meeting if the stockholder complies with the notice, information and consent provisions contained in our By-Laws. See “Stockholders’ Proposals” in this Proxy Statement. The Nominating and Governance Committee will consider candidates identified through the processes described above and will evaluate the candidates, including incumbents, based on the same criteria. The Nominating and Governance 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 Governance Committee will consider candidates identified by stockholders, the Nominating and Governance Committee has sole discretion whether to recommend those candidates to the Board. The Director nominees stand for election or reelection to the Board by our stockholders at the
Annual Meeting, each for a term extending until next year’s Annual Meeting of Stockholders. 18 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS THE BOARD’S ROLE AND RESPONSIBILITIES The Board’s Key Responsibilities include: THE BOARD’S ROLE IN RISK MANAGEMENT As part of its oversight function, the Board is actively involved in overseeing risk management. In connection with overseeing risk management, the Board exercises its oversight responsibility with respect to key external, strategic, operational and financial risks through the committees of the Board nominees (if such nominees were electedand discusses the effectiveness of current efforts to mitigate certain focus risks as identified by senior management and the Board. BOARD AND COMMITTEES RISK OVERSIGHT RESPONSIBILITIES FULL BOARDAlthough the Board is ultimately responsible for risk oversight, the Board is assisted in discharging its risk oversight responsibility by the Audit and Finance, the Compensation and Leadership Development, the Nominating and Governance and the Corporate Strategy and Acquisitions Committees. Each committee oversees management of risks, including, but not limited to, the Board)areas of risk summarized below, and continuing membersperiodically reports to the Board on those areas of risk: | | Oversees management of risks related to our financial statements, the financial reporting process and cybersecurity | | | | | | Oversees management of risks related to our compensation policies and practices applicable to executives, employee benefit plans and the administration of equity plans, as well as succession and leadership development | | | | | | Oversees management of risks related to governance of the company and the Board, including board and committee composition | | | | | | Oversees management of risks related to our corporate strategy and strategic acquisitions | |
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TABLE OF CONTENTS In an effort to continuously improve our governance and compensation practices, our Board is firmly committed to constructive engagement with our stockholders and regularly reviews and responds to their expressed views. The Board places considerable weight on stockholder feedback in making decisions impacting our governance processes and compensation programs. Over the past four years, this increased dialogue with our stockholders has led to meaningful changes in our corporate governance, environmental, social and executive compensation policies and practices, such as those highlighted below. Enhancements to our practices and policies Governance: Maintaining a Separate Chair of the Board followingand CEO Maintaining a Board comprised of all independent directors, except our CEO Maintaining a commitment to Board refreshment Removed rights plan/poison pill and staggered board Sustainability and Environmental and Social Responsibility: Increasing disclosures on our sustainability and environmental and social responsibility Compensation: Enhancing transparency in proxy statement disclosures regarding compensation matters, including disclosing specific targets of our compensation programs and how they tie to our strategy Maintain longer performance periods (3 years rather than just 1) per cycle, and removal of duplicate performance metrics between short- term incentive and long-term incentive awards Requiring double-trigger vesting of equity awards upon a change in control Introduction of a competitor peer group for performance-based equity awards Approving appropriate revisions to our compensation peer groups Rigorous goal setting program DIRECTOR ORIENTATION AND EDUCATION New directors are oriented to our business and governance through meetings with our officers and directors and visits to our facilities. We also support, and pay for participation in continuing education programs to assist directors in performing their Board responsibilities. BOARD AND COMMITTEE EVALUATIONS Our Board recognizes the 2018 Annual Meeting is broken into 5 groups as indicatedcritical role of annual Board and committee evaluations in ensuring the summary graphic below: Board Self-Assessment and Third-Party Evaluation each committee are functioning effectively. The Board has a regular practice of assessing its own 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. In anticipation of upcoming retirements, in 2016addition to self-evaluation, the Board has also engaged Veaco Group, a third-party corporate governance consulting firm, to evaluate the existing skills and experience represented on the Board as well as what additional skills and experience would add to the overall effectiveness of the Board in light of its current strategy. The outcome SUSTAINABILITY AND ENVIRONMENTAL AND SOCIAL RESPONSIBILITY Sustainability and environmental and social responsibility is an integral component of our business strategy. As part of Simpson’s vision, we have established deeply rooted core values that continue to define our business today. Our founder, Barclay Simpson, outlined nine essential attributes for company and employee success. Those “Nine Principles of Business” are our company values, and we continue to abide by them to this assessmentday. At the forefront of these values is used to inform director search criteria. As a result of that work, in 2017 the Board nominated, and our shareholders elected a new director, Michael Bless to the Board, and this year, the Board increased its size and nominated a new director candidate, Philip E. Donaldson, for election to the Board by our shareholders at the 2018 Annual Meeting. Director Selection Criteria
In selecting director candidates, the Board seeks to achieve a mix of members who collectively bring significant value to the Company through their experience and personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business and industry. In light of the Company’s strategic priorities, and based on its self-assessment and a corporate governance consultant’s evaluation (see “Board Self-Assessmentand Third-Party Evaluation” above), the Board
identified key skills and experiences for director candidates that included current public company senior executive and public company board experience in managing a diversified enterprise, industry experience or understanding, an appreciation of the impacts of rapidly changing technologies and experience in managing and expanding business outside of the United States, especially in Europe. To complement its oversight responsibilities, the Board also identified implementing or overseeing company growth, strategy development, mergers and acquisitions and operations experience as key Board skills.
Based on this guidance, the Nominating and Governance Committee, working closely with the full Board and outside advisors, has developed a list of current criteria for nominating director candidates for open positions on the Board. In developing these criteria, the Nominating and Governance Committee took into account a variety of factors, including the current composition of the Board, the current strategy and future outlook of the Company, the range of experience and skills that would best complement those already represented on the Board, and the need for specialized expertise. Below are the skills and experiences that the Nominating and Governance Committee currently identifies as valuable to the Board:
Current Public Company Senior Executive Leadership Experience,
Asset Management and Capital Markets Expertise,
Strategy Experience,
Public Company Board Experience,
Mergers & Acquisitions Experience,
Financial Expertise,
International Operations Experience,
Industry Experience,
Corporate Governance Experience,
Risk Management Experience,
Talent Management and Human Resource Experience, and
Technology Experience.
The Nominating and Governance Committee also believes that the following attributes, qualities and skills are importantdoing what is right for our Board members to possess:
Good judgment,
Ability to identify issuesemployees’ safety and ask constructive questions,
Ability to communicate effectively and have a positive relationship with management and fellow Board members,
Ability to think critically and be a collegial disrupter,
Concurrence with our deep commitment to shareholders and address their concerns,
Ability to contribute to the development of forward-looking strategies, and
Ability to manage conflict.
Director Selection Process
In making its recommendations with respect to the nomination for election of directors at annual meetings of our shareholders, the Nominating and Governance Committee assessed the current composition of the Board and considered the extent to which director nominees reflect the criteria set forth above. The “Composition of the Board” section sets out how each of the current Board members contributes to the mix of experience, skills and qualifications that we seeks to be represented on the Board.
In addition, the Nominating and Governance Committee has retained, Korn Ferry, a leading executive search and recruiting firm, to identify and/or review potential new candidates upon request of the Nominating and Governance Committee. The Nominating and Governance Committee also considers new candidates for Board membership suggested by its members, other Board members, management, and shareholders. Once a prospective candidate has come to the Nominating and Governance Committee’s attention, including candidates recommended by its advisors or suggested by shareholders, the Nominating and Governance Committee evaluates the candidate’s leadership, boardroom, transaction and industry experience, financial,
management and technology expertise, business acumen, strategic abilitywell-being, as well as interpersonal skills, teamwork, vision
for our customers, communities and integrity, againstenvironment. We honor the desired director attributes,Nine Principles of Business through our involvement in our local communities and makes an initial determination asefforts to whether to conduct a full evaluation. In making this determination, the Nominatinghelp protect our environment. You can find additional details regarding our sustainability and Governance Committee takes into account the information provided to it with the recommendation of the candidate, as well as the Nominatingenvironmental and Governance Committee’s own knowledge and information obtained through inquiries to third parties to the extent the Nominating and Governance Committee deems appropriate. The preliminary determination is based primarily on the current need for additional Board members and the likelihood that the prospective candidate can satisfy the criteria that the Nominating and Governance Committee has established (see “Director Selection Criteria” above). If the Nominating and Governance Committee determines, in consultation with the Chairman of the Boardsocial responsibility efforts and other directors as appropriate, that additional consideration is warranted, it may request its executive search and recruiting advisor to gather additional information about the prospective candidate’s background and experience and to report its findings to the Nominating and Governance Committee. The Nominating and Governance Committee then evaluates the prospective candidate against the Board selection criteria that it has developed, as well as the following factors: the extent to which the prospective candidate contributes to the range of talent, skill, diversity and expertise appropriate for the Board;
the prospective candidate’s willingness to comply with our governance policies and guidelines, including our compensation recovery policy, our anti-hedging and anti-pledging policy, and our Governance Guidelines (which include our stock ownership guidelines for outside directors) (see “Corporate Governance - Governing Documents” below);
the prospective candidate’s willingness to represent the interests of all of the Company’s shareholders;
the prospective candidate’s commitment to integrity and independence of thought and judgment;
the prospective candidate’s ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties and avoid conflict of interest, including his or her current board memberships; and
the prospective candidate’s ability to resonate with the company value, structure and culture developed by the Company’s founder, Barclay Simpson, and at the same time, appreciate the Company’s growth potential.
If the Nominating and Governance Committee decides, on the basis of its preliminary review, to proceed with further consideration, members of the Nominating and Governance Committee, as well as other members of the Board as appropriate, then reach out to interview the candidate. After completing its evaluation, the Nominating and Governance Committee makes a recommendation to the full Board, which makes the final determination whether to nominate or appoint the new candidate after considering the Nominating and Governance Committee Committee’s recommendation.
Pursuant to our Bylaws, a shareholder who wishes to recommend a prospective candidate for the Board to us may notify our Secretary in writing with materials and information required by our Bylaws and other supporting materials that the shareholder considers appropriate. In considering whether to nominate any person suggested by a shareholder, the Nominating and Governance Committee will evaluate such candidate in the same way as it evaluates director candidates identified by itself.
Director Nominees
Following a rigorous reviewing process, the Nominating and Governance Committee recommended the following five incumbent directors for re-election at the 2018 Annual Meeting as they continue to contribute to the mix of experience, skills and qualifications that we seeks to be represented on the Board: Karen Colonias, Celeste Volz Ford, Michael A. Bless, Jennifer A. Chatman and Robin G. MacGillivray.
In addition, the Nominating and Governance Committee also recommended a new director candidate, Philip E. Donaldson, for election at the 2018 Annual Meeting. Through its ongoing board evaluation and director refreshment and succession planning process, the Nominating and Governance Committee had been actively conducting searches to identify qualified candidates who would enhance the collective experience and expertise of the Board, including bringing on a new Board member with strong building products industry experience and financial expertise. Korn Ferry, the executive search and recruiting firm engaged by the Nominating and Governance Committee, through extensive searches, identified and performed reference check and background investigation on several potential director candidates. Members of the Nominating and Governance Committee, as well as other members of the Board as appropriate, reviewed their qualifications, evaluated them against the same selection criteria discussed under “Director Selection Criteria” above and the current composition and need of the Board, and interviewed some of the candidates. The Nominating and Governance Committee determined that, among the candidates it considered, Philip E. Donaldson, Executive Vice President and Chief Financial Officer of Andersen Corporation, possesses such boardroom, international and industry experience, financial and management expertise, business acumen, strategic ability as well as interpersonal skills, teamwork, vision and integrity most suitable in helping the Board to manage and direct our affairs and business and is a valuable addition to the Board.
Applying the NYSE independence standards, the Board has affirmatively determined that Mr. Donaldson is independent in that he has no material relationship with us, either directly or as a partner, shareholder, officer or employee of an organization that has a relationship with us.
We believe that our director nominees for the 2018 Annual Meeting, consisting of three Chief Executive Officers ((1) our own Chief Executive Officer, Ms. Colonias, (2) the Chief Executive Officer of Stellar Solutions, Inc., Ms. Ford and (3) the Chief Executive Officer of Century Aluminum Company, Mr. Bless), a leadership, management and strategy expert, a former executive from one of the top fortune 500 companies, and a senior financial executive and director of Andersen Corporation, a leading international window and door manufacturing company whose business is complementary to ours, represent highly experienced and qualified Directors, that collectively with our other Board members provide effective oversight and governance of the Company, and evaluate all opportunities for building sustainable value without commitments to implement a pre-determined agenda.
Board Independence
The NYSE listing standards require that the board of directors of a listed company consist of a majority of independent directors. A majority of our current directors are independent under those rules.
The Board follows the independence standards required by the NYSE to determine our directors and Board nominees’ independence. Those standards generally provide, among other tests, that a director will not be independent of a listed company if:
the director is, or has been within the last 3 years, an employee of the listed company, or an immediate family member is, or has been within the last 3 years, an executive officer, of the listed company;
the director has received, or has an immediate family member who has received, during any 12-month period within the last 3 years, more than $120,000 in direct compensation from the listed company, other than director and committee fees and pension or other forms of deferred compensation for prior service, provided such compensation is not contingent in any way on continued service;
the director is a current partner or employee of a firm that is the company’s internal or external auditor;
the director has an immediate family member who is a current partner of such a firm;
the director has an immediate family member who is a current employee of such a firm and personally works on the listed company’s audit;
the director or an immediate family member was within the last 3 years a partner or employee of such a firm and personally worked on the listed company’s audit within that time;
the director or an immediate family member is, or has been within the last 3 years, employed as an executive officer of another company where any of the listed company’s present executive officers at the same time serves or served on the other company’s compensation committee; or
the director is a current employee, or an immediate family member is a current executive officer, of another company that has made payments to, or received payments from, the listed company for property or services in an amount that, in any of the last 3 fiscal years, exceeded the greater of $1,000,000 or 2% of consolidated gross revenues of the other company and its parent and subsidiary entities in a consolidated group.
For purposes of these standards, “immediate family member” includes a director’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone, other than any domestic employee, who shares the director’s home.
Applying the NYSE independence standards, based on their completed questionnaires provided to the Board, the Board has determined that Mr. Andrasick, Ms. Chatman, Mr. Cusumano, Ms. Ford, Mr. Louras, Ms. MacGillivray, Mr. Bless and Mr. Donaldson are each independent in that none of them has a material relationship with us, either directly or as a partner, shareholder, officer or employee of an organization that has a relationship with us. The Board has determined that Ms. Colonias is not independent under those standards. As a result, among the six Board nominees for election at the 2018 Annual Meeting, Ms. Ford, Mr. Bless, Ms. Chatman, Ms. MacGillivray and Mr. Donaldson are independent, and Ms. Colonias is not independent. In making its determination, the Board considered all relevant facts and circumstances, including commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and considered the issue not merely from the standpoint of a director, but also from that of persons or organizations with which a director has an affiliation. If all six Board nominees are elected to the Board at the 2018 Annual Meeting, the percentage of independent directors on the Board will be 89%, and Ms. Colonias, our CEO, will be the only non-independent director sitting on the Board, as indicated in the summary graphic below.
 Director Orientation and Education
New directors are oriented to our business and governance through meetings with our officers and directors and visits to our facilities. We also support, and pay for, participation in continuing educationrelated programs to assist directors in performing their Board responsibilities.
BOARD COMMITTEES
Board Committee Membership Summary
The table below sets forth continuing directors’ Board committee membership as of December 31, 2017:
Compensation and Leadership Development Committee
The Compensation and Leadership Development Committee is responsible for the development and review of our compensation policy for all of our salaried employees, including equity-based compensation, determines the compensation of our CEO, oversees the implementation of the Company's pay philosophy, and is responsible for reviewing and approving the compensation discussion and analysis for inclusion in our Annual Reports on Form 10-K and/or our proxy statements. The CompensationSustainability, Environmental and Leadership Development Committee currently comprises 4 independent directors, as determined pursuant to the NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the members of the Compensation and Leadership Development Committee are both:
“non-employee directors” - directors who satisfy the requirements established by the SEC for non-employee directors under Rule 16b-3 under the Exchange Act; and
“outside directors” - directors who satisfy the requirements established under Internal Revenue Code section 162(m).
The Board currently appoints the members of the Compensation and Leadership Development Committee for indefinite terms and may remove any member from the Compensation and Leadership Development Committee at any time. The Compensation and Leadership Development Committee operates under a written charter that the Board adopted, which is also availableSocial Responsibility Report on our website at http://www.simpsonmfg.com/social-responsibility/governance/compensation.html. sustainability.
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TABLE OF CONTENTS Employee Safety and Well-Being Ensuring our employees return home safely to their families has and will always be a top priority for our Company. We will provide a printed copy ofconduct safety audits at our manufacturing facilities around the charter to any shareholder who requests one.world. CompensationSimpson’s Occupational Health and Leadership Development Committee Interlocks and Insider Participation
The Compensation and Leadership Development Committee currently comprises Jennifer A. Chatman, as its Chair, Gary M. Cusumano, Celeste Volz Ford and Peter N. Louras, Jr., all of whom are independent directors. Ms. Chatman, Mr. Cusumano, Ms. Ford and Mr. Louras have no relationships with us or any ofSafety program educates our subsidiaries, other than as members of the Board and its committees.
None of the members of the Board who servedemployees on the Compensationpotential risks associated with our processes and Leadership Development Committee in 2017 was ever an officer or employee ofaims to make employees well-positioned to fully adopt new safety skills.
In 2019, we unveiled “Speak Up/Listen Up,” a program that allows employees across the Company to report any concerns and rolled out “My Commitments” to address concerns we heard from our employees as a result of surveys we conducted in 2018. We foster a culture of total well-being by providing several no-cost tools and resources that educate and empower employees to improve their physical, emotional, and financial health as well as earn rewards for participation and engagement in the program. In 2019, we launched a safe driver monitoring program to help identify safety risks, score drivers based on safe driving practices and provide support through training. Employee Training and Development Our Strong Leaders Program provides employees with tools and experiences to develop their fullest leadership potential. Our Emerging Leaders Program is for employees who want to develop or enhance their leadership capabilities with the goal of anygetting extraordinary things done with others and making a positive difference, whether or not managing others is part of its subsidiaries or sincetheir career goals. Our Strong Leaders Program includes five progressive levels of development for managers, and starts with building a foundation for leadership across the beginningCompany. We are an equal opportunity employer. At Simpson, we pride ourselves on our diverse culture of 2017 was a participant in a related person transaction that requires disclosure under Item 404employees of Regulation S-K adopted byall ages and benefit from their unique perspectives across the SEC. During 2017, noneentire company. Currently, women hold 38% of the Company’s top five executive officers servedpositions and board seats, helping to pave the way for gender diversity in corporate leadership. 2020 Proxy Statement | | | | | | | 21 |
TABLE OF CONTENTS Sustainability At Simpson, we look at four key aspects of sustainability: Manufacturing Processes We strive to minimize the amount of waste generated by our manufacturing processes through companywide lean practices. Our production lines and facilities operate in a practical manner that does not produce regulated external emissions. Our Research & Development engineers are focused on material efficiencies and innovative product features that minimize waste in our steel connector, anchor and fastener designs. Recycling We do not manufacture steel, but we do purchase large quantities of steel for use in our manufacturing processes. We support the board of directors, its compensation committee or any similar committee of another entity (not including tax-exempt entities underCircular Economy by minimizing our recognized waste streams and sending unused steel from our processes back upstream for reintroduction into the Internal Revenue Code Section 501(c)(3)) that has one or more of its executive officers serving onmaterial supply chain. Our metal stamping production dies and factory tooling are designed to help minimize steel waste. We recycle the Board or Compensation and Leadership Development Committee.scrap steel resulting from our manufacturing process at all facilities around the world. Compensation Consultant
The Compensation and Leadership Development Committee has the authority under its charter to retain or obtain the advice of advisers, including compensation consultants, as it may deem appropriate. In accordance with this authority, since 2014, the Compensation and Leadership Development Committee has engaged Mercer LLC, Mercer (US) Inc. and Mercer Health and Benefits LLC (collectively, “Mercer”) as its independent compensation consultant to provide it with objective and expert analyses, advice and information with respect to executive compensation. All executive compensation services provided by Mercer were conducted under the direction or authority of the Compensation and Leadership Development Committee. In addition to Mercer,steel, we recycle many of the materials that we use to reduce our impact on the environment, including cardboard, plastic and glass bottles, aluminum cans, paper, wood
pallets, electronic waste, water, oils, coolants and lubricants and stretch film / wrap — low density polyethylene. Energy Conservation We work hard to improve energy efficiencies at our facilities to ensure eco-friendly, cost-effective operations. Energy-efficient lighting, heating and cooling systems further reduce our impact on the environment, including reducing our carbon emissions. Sustainable Building Practices We support sustainable building practices, such as those established by the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) Green Building Rating System™, NAHB Green, and state and city specific green building codes. Many homes and buildings built today use green building technology, and we support green building systems by developing products that use or incorporate engineered wood and insulated concrete forms. Our use of advanced framing techniques help to reduce material usage and improve energy performance in wood-frame construction. We use non-toxic materials for connector products that require painting. Community Engagement Simpson is committed to giving back to our communities through four key areas: | ○ | Construction & Building Repair |
| ○ | Disaster Preparedness & Resilience |
| ○ | Construction Trades Education |
22 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS In commemoration of our Founder, Barclay Simpson, we established Do What You Can Day in 2016 to continue his philanthropic legacy. Every year, our employees are encouraged to participate in a voluntary charitable activity in his honor. The Simpson Strong-Tie Student Scholarship program awards 100 scholarships every year to provide financial assistance for civil/structural engineering, architecture and construction management students at participating colleges and universities throughout the United States. To date, we have awarded over 850 scholarships to aspiring students. The Simpson Strong-Tie Put Something Back (PSB) Scholarship program awards dependent children of our employees with academic scholarships for continuing education. More than 250 scholarships worth over $1.8 million have been awarded since the program began in 1998. Simpson Strong-Tie has been a national sponsor of Habitat for Humanity International since 2007 and is the lead sponsor of their Habitat Strong program, designed to promote the building of homes that are more durable, resilient and physically stronger. At Simpson, we hold ourselves accountable to conducting our business with integrity through adherence to a strict set of standards and policies which are intended to create a safe, sustainable, respectful and healthy work environment. We also expect our suppliers to adhere to reasonable standards and operate in a socially and environmentally responsible manner consistent with our values. The following policies and procedures are made accessible to every Simpson employee through our intranet site: | ○ | Anti-Hedging and Anti-Pledging |
| ○ | Code of Business Conduct & Ethics |
| ○ | Environmental Health and Safety |
| ○ | Equal Employment Opportunity |
| Prohibition of Sexual and other Workplace Harassment |
| ○ | Reporting Financial Misconduct |
| ○ | Speak Up Listen Up/Whistleblower |
COMMUNICATIONS WITH THE BOARD Stockholders or other interested persons may send written communications to the independent members of our Human Resources and Finance Departments support the Compensation and Leadership Development Committee in its work. Mercer has been engaged by the Compensation and Leadership Development Committee, and in addition, by the Company for unrelated services. The Compensation and Leadership Development Committee considered the required independence factors outlined by the SEC and NYSE rules. Among the services Mercer was engaged by the Compensation and Leadership Development CommitteeBoard, addressed to provide include:
identify an updated industry peer group,
assess the appropriateness and competitivenessBoard of our compensation programs as compared to compensation programs maintained by the selected industry peer group,
evaluate our executive and director compensation, and
recommend changes to our short-term and long-term incentive programs.
We paid Mercer total fees of $209,687 for these services in 2017.
We have engaged Mercer to perform additional services for us, including providing consulting services in connection with our implementation of a global Human Resources Information System (HRIS), and conducting compensation benchmarking analysis. We paid Mercer total fees of $393,514 for these services in 2017. We have engaged Marsh USA Inc. (“Marsh”), an affiliate of Mercer, for the placement of our various lines of business insurance. In 2017, we paid Marsh $3,774,850 primarily for insurance premiums that were passed through from Marsh to insurance carriers, and including $350,000 brokerage fees that Marsh retained. The decision to engage Mercer for these additional services was made by management with the knowledge of the Board and the Compensation and Leadership Development Committee, rather than being approved by the Board or the Compensation and Leadership Development Committee. The total fees paid to Mercer and its affiliates for all services received in 2017 were less than 0.01% of Mercer's 2016 revenues.
Report of the Compensation and Leadership Development Committee
The Compensation and Leadership Development Committee reviewed the above Compensation Discussion and Analysis, discussed it with our officers, and based on such review and discussions, recommended its inclusion in this Proxy Statement.
| | Compensation and Leadership Development Committee | Jennifer A. Chatman, Chair | Gary M. Cusumano | Celeste Volz Ford | Peter N. Louras, Jr. |
Audit and Finance Committee
The Audit and Finance Committee is responsible for financial and accounting oversight and risk management. Its policies and practices are described below.
Composition
The Audit and Finance Committee comprises 5 independent directors, as determined pursuant to the NYSE listing standards and Rule 10A-3 of the Exchange Act. It operates under a written charter that the Board adopted, which is available on our website at http://www.simpsonmfg.com/social-responsibility/governance/audit.html. We will provide a printed copy of the charter to any shareholder on request. The current members of the Audit and Finance Committee are James S. Andrasick, as its Chair, Michael A. Bless, Jennifer A. Chatman, Peter N. Louras, Jr. and Robin G. MacGillivray. The Board has determined that each of them meets the definitions and standards for independence and is financially literate, and that James S. Andrasick, Michael A. Bless and Peter N. Louras, Jr.Directors (Independent Directors), have financial management expertise as required by NYSE listing standards and meet the SEC definition of an “Audit and Finance Committee financial expert.”
Responsibilities
The Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The Audit and Finance Committee must pre-approve fees to be paid to our principal independent registered public accounting firm before it begins work. Our officers are responsible for our internal controls and financial reporting process. Subject to the Audit and Finance Committee’s oversight, our independent registered public accounting firm is responsible for performing an independent audit of our internal controls over financial reporting, for performing an independent audit of our consolidated financial statements in accordance with generally accepted auditing standards, and for reporting on those audits. Pursuant to its Policy Regarding Complaint Procedures for Accounting and Auditing Matters established in 2018, the Audit and Finance Committee is responsible for the receipt, retention, investigation and treatment of complaints and concerns regarding accounting, internal accounting controls, auditing and other related matters.
Report of the Audit and Finance Committee
The Audit and Finance Committee held discussions throughout 2017 with our officers and Grant Thornton LLP (“Grant Thornton”), a registered public accounting firm and our independent registered public accounting firm. Our officers represented to the Audit and Finance Committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Audit and Finance Committee has reviewed and discussed the consolidated financial statements with our officers and Grant Thornton. The Audit and Finance Committee has discussed with Grant Thornton the matters that are required to be discussed under Auditing Standard No. 16, “Communications with Audit and Finance Committees,” issued by the Public Company Accounting Oversight Board.
The Audit and Finance Committee has received the written disclosures and the letter from Grant Thornton as required by applicable requirements of the Public Company Accounting Oversight Board affirming the registered public accounting firm’s independence in compliance with Rule 3526. The Audit and Finance Committee discussed with Grant Thornton that firm’s independence. On that basis, the Audit and Finance Committee believes that Grant Thornton is independent.
Based on the Audit and Finance Committee’s discussions with our officers and Grant Thornton, the Audit and Finance Committee’s review of the representations of our officers, and the report of Grant Thornton, to the Audit and Finance Committee, the Audit and Finance Committee recommended that the Board include the audited consolidated financial statements in our Annual Report to Shareholders on Form 10-K for the year ended December 31, 2017, as filed with the SEC. The Audit and Finance Committee believes that it has satisfied its responsibilities under its charter.
| | Audit and Finance Committee | James S. Andrasick, Chair | Michael A. Bless | Jennifer A. Chatman | Peter N. Louras, Jr. | Robin G. MacGillivray |
Nominating and Governance Committee
The Board has a standing Nominating and Governance Committee, which is primarily responsible for nominating candidates to the Board. It operates under a written charter that the Board adopted, which is available on our website at http://www.simpsonmfg.com/social-responsibility/governance/governance.html. We will provide a printed copy of the charter to any shareholder on request. The three current members of the Nominating and Governance Committee, Robin G. MacGillivray, Chair, James S. Andrasick and Gary M. Cusumano, are independent and meet all applicable independence requirements under the NYSE listing standards and Rule 10A-3 of the Exchange Act.
The Nominating and Governance Committee considers all candidates identified as potential directors, including those submitted by shareholders for its consideration. Any of our shareholders can recommend a director candidate to the Nominating and Governance Committee by following instructions stated below.
When evaluating a director candidate, whether or not recommended by a shareholder, the Nominating and Governance Committee uses for guidance our Governance Guidelines (available on our website at http://www.simpsonmfg.com/social-responsibility/governance/governance-guidelines.html), including the guidelines’ “Director Qualification Standards” and “Key Director Responsibilities” sections, and considers the candidate’s education, business experience, financial expertise, industry experience, business acumen, interpersonal skills, vision, teamwork, integrity, strategic ability and customer focus. The Nominating and Governance Committee will review and discuss potential candidates who come to its attention, whether from internal or external sources. From the review and discussion, the Nominating and Governance Committee may narrow the list of potential candidates and interview the remaining candidates. The Nominating and Governance Committee will recommend for consideration by the full Board any candidate that the Nominating and Governance Committee considers to be suitable.
Our Bylaws permit our shareholders directly to nominate directors for election at an annual meeting. To do so, a shareholder must notify our Secretary at least 75 days, but not more than 90 days, before the annual meeting, unless we do not publicly disclose the date of the meeting at least 85 days before the date that the meeting is scheduled to be held, in which case our Secretary must receive the shareholder’s notice within 10 days after we publicly disclose the meeting date. Shareholders may make nominations to the Company by writing a letter to:
c/o Simpson Manufacturing Co., Inc., P.O. Box 7655, Berkeley, California 94507. Board of Directors Nominating and Governance Committee
5956 W. Las Positas Blvd.
Pleasanton, CA 94588
A shareholder’s nomination notice must state as to each of its candidates -
the candidate’s name, age, business address and residence address,
the candidate’s principal occupation or employment,
the number of shares of our common stock that the candidate beneficially owns and other information, if any, required by our Bylaws,
any other information relating to the candidate that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Exchange Act (including, without limitation, the candidate’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and
a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such shareholder and shareholder associated person, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 or any other provision of Regulation S-K, if the shareholder making the nomination
and any shareholder associated person on whose behalf the nomination is made, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such Regulation S-K and the nominee were a director or executive officer of such registrant.
The shareholder’s notice must also state its name and address, as they appear on our books, and the number of shares of our common stock that the shareholder beneficially owns and other information, if any, required by our Bylaws.
In addition, each person whom a shareholder proposes to nominate for election as our director must have previously delivered to our Secretary at our principal executive offices a written questionnaire with respect to the background and qualification of such proposed nominee and a written representation and agreement, both in form provided by our Secretary upon written request, that such proposed nominee (i) genuinely intends to serve, once elected, as our director for the entire term for which he or she is standing for election, (ii) is not and will not become a party to (x) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as our director, will act or vote on any issue or question that has not been disclosed to the Company or (y) any such voting commitment that limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Company, with such proposed nominee’s fiduciary duties under applicable law, (iii) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than us with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, service or action as a director that has not been disclosed to the Company and (iv) if elected as our director, will comply with all our applicable corporate governance, conflict of interest, confidentiality, compensation recovery, stock ownership, and hedging, pledging and trading policies and guidelines.
We will disregard a purported nomination that does not comply in all respects with our Bylaws. In addition, under our Bylaws, if the nominating shareholder, or its qualified representative, does not appear at the meeting to present the proposed nomination, such proposed nomination shall not be considered (unless otherwise required by law to be considered).
We did not receive any shareholder nomination notice with respect to any director candidate for the 2018 Annual Meeting.
The Nominating and Governance Committee is also responsible for administering and overseeing our Related Party Transactions Policy.
Meeting Attendance
In 2017, the Board held 12 meetings, and its committees held a total of 35 meetings, including 8 meetings of the Audit and Finance Committee, 10 meetings of the Compensation and Leadership Development Committee, 12 meetings of the Nominating and Governance Committee and 5 meetings of the Corporate Strategy and Acquisitions Committee.
In 2017, each of our directors attended at least 90% 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.
We do not have a policy that requires our directors to attend annual meetings of shareholders, and in 2017, 75% of our current directors attended the annual meeting of our shareholders.
Executive Sessions of Outside Directors
Pursuant to the NYSE listing standards, our non-management directors meet at regularly scheduled executive sessions without members of management. In 2017, our Chairman of the Board, Mr. Louras, presided over these executive sessions.
BOARD LEADERSHIP STRUCTURE CORPORATE GOVERNANCE
The Board believes in sound corporate governance practices that preserve and enhance our long-term value. The chart below highlights our key governance practices, which include several governance changes that have recently been approved and adopted by the Board:
In connection with the Board’s ongoing commitment to sound governance practices, in 2017 the Board engaged a corporate governance consulting firm, Veaco Group, to conduct a review of the Company’s governance documentation and practices. The resulting changes in the Company’s governing documents are described below. The Board also strengthened some of its internal practices and will continue to look for ways to increase its effectiveness. We believe our Board structure and corporate governance practices are also consistent with the corporate governance principles and framework developed by The Investor Stewardship Group, a collective of some of the largest institutional investors and asset managers.
Proxy Access
In keeping with its commitment to sound corporate governance practices, the Board adopted a proxy access bylaw effective on March 28, 2017. The proxy access bylaw provides a means for our shareholders to request shareholder-nominated director candidates to be included in our proxy materials, provided that the shareholders and their nominees satisfy the eligibility, procedural and other requirements specified in the proxy access bylaw, including the following:
The total number of shareholder nominees for election to the Board to be included in the Company’s proxy materials for an annual meeting of the shareholders shall not exceed the greater of (i) two, or (ii) 20% (rounded down) of the total number of directors of the Board then in office;
Only shareholders who have continuously held a number of shares representing at least 3% of the outstanding shares of common stock of the Company for at least three years as of both the record date of the annual meeting for which the Company’s proxy materials are being sent and the date of their nomination notice to the Company may have the ability to request the Company to include their director nominations in such proxy materials; and
A group of no more than 20 shareholders may aggregate their shares to satisfy the above-described ownership threshold.
Governing Documents
As a result of the governance review noted above, in 2017, the Board adopted an amended charter for each of its standing committees, which sets forth the authority and responsibilities of such committees, and updated our Governance Guidelines, which address, among other things, the responsibilities, operations and leadership of the Board and its committees, communications with the Board, qualifications and election of directors, director independence, stock ownership by and compensation of directors, management succession and review as well as the annual performance evaluation of the Board. Additionally, in 2018, the Board adopted a revised Related Party Transactions Policy for the Company and all of its branches and subsidiaries, which covers our directors, NEOs and 5% shareholders. Also in 2018, the Audit and Finance Committee revised its Policy Regarding Complaint Procedures for Accounting and Auditing Matters for the receipt, retention, investigation and treatment of complaints and concerns regarding accounting, internal accounting controls, auditing and other related matters. In 2016, the Board adopted a Compensation Recovery Policy, which is applicable to all our current or former executive officers and other covered employees, and an Anti-Hedging and Anti-Pledging Policy, which is applicable to directors, officers, and employees of the Company and its subsidiaries, and such persons’ designees. In addition, the Board has adopted a Code of Business Conduct and Ethics Policy, which are applicable
to all employees of the Company and its subsidiaries, including our NEOs. Each committee charter, the Governance Guidelines, the Related Party Transactions Policy, the Audit and Finance Committee Policy Regarding Complaint Procedures for Accounting and Auditing Matters, the Code of Business Conduct and Ethics Policy, the Compensation Recovery Policy and the Anti-Hedging and Anti-Pledging Policy are available on our website under the “Investor Relations - Governance” heading at http://www.simpsonmfg.com/social-responsibility/governance. If we amend any aforementioned document, the amendment will be posted at the same location on our website. We will provide a printed copy of any aforementioned document, without charge, to any shareholder who requests it from our Secretary.
Leadership Structure
Since before our initial public offering in 1994, the roles of Chairman of theour Board Chair and our Chief Executive Officer have been separated. We believe that this is appropriate under current circumstances, because it allows management to make the operating decisions necessary to manage the business, while helping to keep a measure of independence between the oversight function of the Board and operating decisions. We feel that this has provided an appropriate balance of operational focus, flexibility and oversight. In 2014, Peter N. Louras, Jr., was appointed as Chairman of the Board. Because an independent director currently serves as ChairmanChair of theour Board, we do not separately have
a Lead Independent Director. Mr. Louras,Andrasick, as ChairmanChair of the Board, has assumed the duties that were previously performed by the Lead Independent Director, which include participatingparticipates in setting the agenda of Board and Committeecommittee meetings, coordinating the distribution and presentation of meeting materials, facilitating communications among members of the Board and between the Board and management, leading the Board self-evaluation process, and maintaining the focus and punctuality of Board and Committeecommittee meetings. In addition, the Chairman’sChair’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 shareholders.stockholders. The Board’s Role in Risk Management
The2020 Proxy Statement | | | | | | | 23 |
TABLE OF CONTENTS Pursuant to the NYSE listing standards, our non-management directors meet at regularly scheduled executive sessions without members of management present. In 2019, our current Board Chair, Mr. Andrasick, presided over these executive sessions. BOARD OF DIRECTORS AND ITS COMMITTEES In 2019, the Board held 6 meetings, and its committees take an active role in overseeing managementheld a total of our risks. The Board regularly reviews information regarding our operational, financial, legal28 meetings, including 6 meetings of the Audit and strategic risks. ItsFinance Committee, 12 meetings of the Compensation and Leadership Development Committee, is responsible5 meetings of the Nominating and Governance Committee and 5 meetings of the Corporate Strategy and Acquisitions Committee. In 2019, each of our directors attended 100% 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. In addition, as a group the Board members attended 100% of the total number of Board and committee meetings. We do not have a policy that requires our directors to attend annual meetings of stockholders, but 100% of our current directors attended the 2019 Annual Meeting of Stockholders. RESTRICTIONS ON HEDGING AND PLEDGING ARRANGEMENTS FOR ALL EMPLOYEES AND DIRECTORS The Board has adopted an anti-hedging and anti-pledging policy. Directors, officers, and employees of the Company or any subsidiary of the Company, as well as their designees, are generally prohibited from: (a) purchasing any financial instruments or engaging in any transactions that are designed to hedge or offset or have the effect of hedging or offsetting any decrease in the market value of our equity securities (such as our 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 overseeinga loan, purchasing such securities on margin, or holding such securities in a margin account. The standing committees of our Board are the management of risks relating to our compensation plans; its Audit and Finance Committee, oversees management of our financialthe Compensation and cyber security risks; and its Nominating and GovernanceLeadership Development Committee, manages risks associated with the independence of the Board and potential conflicts of interest. In 2009, the Board created the Corporate Strategy and Acquisitions Committee whose roleand the Nominating and Governance Committee. The Board appoints members of the committees and each committee operates under a written charter approved by the Board. With the exception of the Corporate Strategy and Acquisitions Committee all of our standing committees are composed entirely of independent directors. Attendance at committee meetings is open to every director, regardless of whether he or she is a member of such committee. 24 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS The table below sets forth our directors’ Board committee membership as of December 31, 2019: | | James S. Andrasick | | | ✔ | | | ✔ | | | ✔ | | | ✔ | | | | Michael A. Bless | | | ✔ | | | ✔ | | | | | | | | | | Jennifer A. Chatman | | | | | | | | | ✔ | | | ✔
(Chair) | | | | Karen Colonias (CEO) | | | ✔ | | | | | | | | | | | | | Gary M. Cusumano | | | ✔ | | | | | | ✔
(Chair) | | | | | | | Philip E. Donaldson | | | ✔ | | | ✔
(Chair) | | | | | | | | | | Celeste Volz Ford | | | ✔
(Chair) | | | ✔ | | | | | | ✔ | | | | Robin G. MacGillivray | | | | | | | | | ✔ | | | ✔ | | | | Number of Meetings Held in 2019: | | | 5 | | | 6 | | | 12 | | | 5 | |
| | Audit and Finance
Committee | | | Principal Functions and Additional Information | | | |
Chair
Mr. Donaldson
Committee Members
Mr. Andrasick
Mr. Bless
Ms. Ford
| | | • | | | Monitors our financial reporting process and internal control system. | | | | • | | | Oversees the preparation of our financial statements. | | | | • | | | Monitors our compliance with legal and regulatory financial requirements, including our compliance with the applicable reporting requirements established by the U.S. Securities and Exchange Commission (the “SEC”) and the requirements of audit and finances as established by the NYSE. | | | | • | | | Evaluates the independence, qualifications, performance and compensation of our independent registered public accounting firm. | | | | • | | | Pursuant to our Policy Regarding Compliant Procedures for Accounting and Auditing Matters, provides oversight relating to financial matters, books and records and accounting and as required by applicable statutes, rules and regulations. | | | | • | | | Provides an open avenue of communication among our independent registered public accounting firm, financial and senior management, and the Board. | | | | • | | | Others: risk management, IT/Cyber; oversight of and engagement of external auditor. | | | | Our Board has determined that all members of the Audit and Finance Committee are independent and financially literate under NYSE Listed Company Manual Sections 303A.02 and 303A.07, respectively, and that Messrs. Andrasick, Bless and Donaldson each qualify as an “audit committee financial expert,” within the definition established by the SEC. For more information on the backgrounds of those directors, see their biographical information under “Election of Directors” above. | |
2020 Proxy Statement | | | | | | | 25 |
TABLE OF CONTENTS | | Compensation
and Leadership
Development Committee | | | Principal Functions and Additional Information | | | |
Chair
Mr. Cusumano
Committee Members
Mr. Andrasick
Ms. Chatman
Ms. MacGillivray
| | | • | | | Oversees the design of our officer compensation plans, policies and programs. | | | | • | | | Approves and/or recommends to the Board for approval such officer and director compensation plans, policies and programs. | | | | • | | | Evaluates employee benefit plans. | | | | • | | | Annually reviews and approves goals and objectives relevant to Chief Executive Officer (“CEO”) compensation, evaluates (in coordination with the Nominating and Governance Committee) the CEO’s performance in light of those goals and objectives and sets the CEO’s compensation based on that evaluation. | | | | • | | | Oversees our disclosures relating to compensation plans, policies and programs, including overseeing the preparation of the Compensation Discussion & Analysis included in this Proxy Statement. | | | | • | | | Acts in its sole discretion to retain or terminate any compensation consultant to be used to assist the Compensation and Leadership Development Committee in the discharge of its responsibilities. For more information about the Compensation and Leadership Development Committee’s processes and procedures for the consideration and determination of NEO compensation, see the Compensation Discussion & Analysis (and related tabular and narrative disclosures) of this Proxy Statement. | |
| | Nominating and
Governance Committee | | | Principal Functions and Additional Information | | | |
Chair
Ms. Chatman
Committee Members
Mr. Andrasick
Ms. Ford
Ms. MacGillivray
| | | • | | | Identifies individuals qualified to become Board members and recommends to the Board each year the director nominees for the next annual meeting of stockholders. | | | | • | | | Recommends to the Board the directors to serve on each Board committee. | | | | • | | | Leads the Board in its annual review of the performance of the Board and its committees. | | | | • | | | Develops, reviews and recommends to the Board any changes to our Corporate Governance Guidelines the committee deems appropriate. | | | | • | | | Monitors compliance with our stock ownership guidelines. | | | | • | | | Recommends to the Board the compensation of nonemployee directors. For more information about the Nominating and Governance Committee’s processes and procedures for the consideration and determination of director compensation, see the 2019 Director Compensation section of this Proxy Statement. | |
26 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS | | Corporate Strategy and Acquisitions Committee | | | Principal Functions and Additional Information | | | |
Chair
Ms. Ford
Committee Members
Mr. Andrasick
Mr. Bless
Ms. Colonias
Mr. Cusumano
Mr. Donaldson
| | | • | | | Provides guidance on and oversight of the Company’s strategic plan, including the strategic planning process. | | | | • | | | Works with management on the identification and prioritization of strategic goals and expectations, and reviews and evaluates potential acquisitions, joint ventures, strategic alliances and divestitures. | | | | • | | | Monitors at least annually the Company’s progress in implementing its strategic plan and recommends modifications to the plan where appropriate. | | | | • | | | Periodically monitors the results of acquisitions, divestitures and alliances. | |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The members of the Compensation and Leadership Development Committee during 2019 were Gary M. Cusumano (Chair), James S. Andrasick, Celeste Volz Ford, and Robin G. MacGillivray. All members of our Compensation and Leadership Development Committee are independent in riskaccordance with NYSE listing standards. No member of the Compensation and Leadership Development Committee (1) was, during the year ended December 31, 2019, or had 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, 2019 between any member of the Board or the Compensation and Leadership Development Committee and an executive officer of Simpson. The Compensation and Leadership Development Committee has the authority under its charter to retain or obtain the advice of advisers, including compensation consultants, as it may deem appropriate. In accordance with this authority, from 2014 to 2019, the Compensation and Leadership Development Committee engaged Mercer LLC, Mercer (US) Inc. and Mercer Health and Benefits LLC (collectively, “Mercer”) as its independent compensation consultant to provide it with objective and expert analysis, advice and information with respect to executive compensation. Our Compensation and Leadership Development Committee regularly reviews its executive compensation consulting needs and periodically invites compensation consulting firms to discuss these executive compensation needs with the Compensation and Leadership Development Committee. This process enables the Compensation and Leadership Development Committee to reevaluate its compensation consultant and take a fresh look at our compensation practices and policies. During 2019, the Compensation and Leadership Development Committee invited several consulting firms to present to the Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee evaluated consulting firms on consulting competency, technical competency, industry knowledge, independence and fee structure, among other things. As a result of the review, our Compensation and Leadership Development Committee appointed Meridian Compensation Partners, LLC (“Meridian”) on July 25, 2019 as its independent compensation consultant, replacing Mercer. All executive compensation services provided by Mercer and Meridian were conducted under the direction or authority of the Compensation and Leadership Development Committee. In addition to compensation consultants, members of our Human Resources and Finance Departments support the Compensation and Leadership Development Committee in its work. 2020 Proxy Statement | | | | | | | 27 |
TABLE OF CONTENTS The compensation consultants were engaged by the Compensation and Leadership Development Committee to provide services including: identifying an updated industry peer group; assessing the appropriateness and competitiveness of our compensation programs as compared to compensation programs maintained by the selected industry peer group; evaluating our executive compensation; and recommending changes to our short-term and long-term incentive programs. We paid Mercer total fees of approximately $271,234, for these services in 2019. The Company also engaged Mercer to perform additional services for us, including providing consulting services in connection with our implementation of a global Human Resources Information System (HRIS), and conducting compensation benchmarking analysis. We paid Mercer total fees of approximately $69,308 for these services in 2019. We engaged Marsh USA Inc. (“Marsh”), an affiliate of Mercer, for the placement of our various lines of business insurance. In 2019, we paid Marsh approximately $4.6 million, primarily for insurance premiums that were passed through from Marsh to insurance carriers, and including approximately $374,000 brokerage fees that Marsh retained. The decision to engage Mercer for these additional services was made by management includes evaluatingwith the knowledge of the Board and managingthe Compensation and Leadership Development Committee, rather than being approved by the Board or the Compensation and Leadership Development Committee. The Compensation and Leadership Development Committee has considered the required independence factors outlined by the SEC and NYSE rules in assessing the independence of the compensation consultants. Consideration was also given by the Compensation and Leadership Development Committee under those required independence factors, plus all other relevant factors, to whether the work performed by Mercer or Marsh could give rise to a potential conflict of interest. Based on this review, the Compensation and Leadership Development Committee did not identify any conflict of interest raised by the work performed by Mercer or Marsh. RELATED-PARTY TRANSACTIONS We have adopted a written Related Person Transaction Policy applicable to any individual transaction or series of related-person transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which: Simpson or any of its subsidiaries is, was or will be a participant; and any related person (as defined in Item 404 of Regulation S-K) and other members of our strategic risks. While each committeeleadership team designated from time to time by the Board or Nominating and Governance Committee has, had or will have a direct or indirect material interest. Pursuant to the Related Party Transactions Policy, the Nominating and Governance Committee or entire Board, as applicable, is responsible for evaluating certain risksreview, approval, and overseeingratification of transactions between the managementCompany, its branches or subsidiaries and related persons and members of these risks, our entireleadership team as designated by the Nominating and Governance Committee or Board is regularly informed about such risks through committee and executive officer reports. Communicationsfrom time to time. In accordance with the BoardRelated Party Transactions Policy, except for pre-approved transactions, if a transaction involves a covered employee (or an immediate family member thereof) and is valued at less than $1 million U.S. dollars, then a transaction review committee (the
We encourage shareholders“TRC”), which serves as an advisory committee of the Company and interested parties to communicate any concernsgenerally includes our Chief Financial Officer, or suggestions directlyhis or her designee, and our General Counsel (provided that if the Chief Financial Officer is a related party, he or she will be replaced by another officer of the Company), will make recommendations to the independentNominating and Governance Committee and the Nominating and Governance 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 Governance 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 28 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS 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. COMPENSATION OF DIRECTORS Under our 2019 nonemployee director compensation program, cash compensation for nonemployee directors consisted of retainers and membership fees as follows: | | Annual Board Member Retainer | | | 75,000 | | | | Audit and Finance Committee Chair Retainer(1) | | | 10,000 | | | | Audit and Finance Committee Member Fee | | | 10,000 | | | | Compensation and Leadership Development Committee Chair Retainer(1) | | | 10,000 | | | | Compensation and Leadership Development Committee Member Fee | | | 10,000 | | | | Nominating and Governance Committee Chair Retainer(1) | | | 10,000 | | | | Nominating and Governance Committee Member Fee | | | 7,000 | | | | Corporate Strategy and Acquisitions Committee Chair Retainer(1) | | | 10,000 | | | | Corporate Strategy and Acquisitions Committee Member Fee | | | 7,000 | | | | Additional Retainer for Chair of the Board | | | 56,500 | |
(1)
| Committee Chair Retainers are paid in addition to Member Fees. |
The annual retainers are generally paid quarterly and the committee membership and chair fees are paid at the time of the annual meeting of stockholders. In addition to the annual board retainer, our nonemployee directors also receive a grant of vested shares with a value of approximately $95,000. The Chair of the Board by writing to: also receives a grant of vested shares with a value of approximately $25,000 along with the Additional Board of Directors Simpson Manufacturing Co., Inc.
P.O. Box 1394
Alamo, CA 94507-7394
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRMChair cash retainer.
The Board has selected Grant Thornton LLP (“Grant Thornton”) astable below summarizes the principal independent registered public accounting firm to audit our internal controls over financial reporting and our financial statements for 2018. At the 2018 Annual Meeting, you will be asked to ratify that selection. Grant Thornton has audited our financial statements since 2015. A Grant Thornton representative will be present at the meeting, will be given an opportunity to make a statement at the meeting if he or she desires to do so, and will be available to respond to appropriate questions. Audit and Non-Audit Fees
The following table sets forth the fees accruedcompensation earned by or paid to our current principal independent registered public accounting firm, Grant Thornton, fornonemployee directors during the two periods indicated in footnotes 1 and 2 thereto:year ended December 31, 2019.
| | | | | | | | | | | | | Grant Thornton 2017(1) | | Grant Thornton 2016(1) | Audit fees(2) | | $ | 2,025,000 |
| | $ | 1,868,000 |
| | Audit-Related fees | | — |
| | — |
| Tax fees(3) | | 40,000 |
| | 21,000 |
| | All other fees | | — |
| | — |
| | Total | | $ | 2,065,000 |
| | $ | 1,889,000 |
|
2019 DIRECTOR COMPENSATION TABLE | | James S. Andrasick | | | 181,833 | | | 125,615 | | | — | | | 307,448 | | | | Jennifer A. Chatman | | | 99,500 | | | 98,005 | | | — | | | 197,505 | | | | Gary M. Cusumano | | | 99,500 | | | 98,005 | | | — | | | 197,505 | | | | Robin G. MacGillivray | | | 89,500 | | | 98,005 | | | 650 | | | 188,155 | | | | Celeste Volz Ford | | | 106,500 | | | 98,005 | | | — | | | 204,505 | | | | Michael A. Bless | | | 89,500 | | | 98,005 | | | — | | | 187,505 | | | | Philip E. Donaldson | | | 99,500 | | | 98,005 | | | — | | | 197,505 | | | | Peter N. Louras, Jr. (retired from the Board in April 2019) | | | 16,250 | | | — | | | — | | | 16,250 | |
| Reflects the value of vested shares granted on April 26, 2019 and May 9, 2019, calculated by multiplying the number of shares by the fair value per share of our common stock as of the award date in accordance with FASB Accounting Standards Codification Topic 718 “Compensation - Stock Compensation.” Each nonemployee director’s equity award corresponded to the approximate amount of his or her 2019 annual stock retainer, and was valued at $61.95 per share, the closing price of our common stock reported by the NYSE at the close of trading on April 25, 2019. Mr. Andrasick’s equity award also includes his additional stock retainer for serving as the Chair of our Board. This award was valued at $66.37 per share, the closing price of our common stock reported by the NYSE at the close of trading on May 8, 2019. For a discussion of the valuation assumptions used in determining the grant date fair value of these awards, see Note 2 “Stock-Based Compensation” to the Consolidated Financial Statements included in our Annual Report to Stockholders on Form 10-K for the period ended December 31, 2019. |
| Represents matching contributions made by us for charitable gifts made by the director. We generally match up to $1,000 for gifts made to qualifying charities. |
____________
(1) Represents fees accrued or paid to Grant Thornton as our current principal independent registered public accounting firm from January 1 throughAs of December 31, of the respective year.
(2) Audit fees consist of the aggregate fees billed for professional services rendered for the audit of2019, our annual financial statements included in our Annual Reports on Form 10-K and the review of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided in connectionoutside directors held no unvested stock awards or outstanding option awards with statutory and regulatory filings or engagements for those years.
(3) Tax fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice, and tax planning. We incurred tax fees primarily for tax compliance in Australia, New Zealand, Hong Kong and Denmark.
The Audit and Finance Committee must pre-approve fees to be paidrespect to our principal independent registered public accounting firm before it begins work. The Audit and Finance Committee pre-approved all fees and services for Grant Thornton’s work in 2017 and 2016. The Audit and Finance Committee has determined that the fees for services rendered were compatible with maintaining the independence of Grant Thornton. For additional information concerning the Audit and Finance Committee and its activities withcommon stock.
2020 Proxy Statement | | | | | | | 29 |
TABLE OF CONTENTS ITEM 2Advisory Vote To Approve Named Executive Officer Compensation We are asking our principal independent registered public accounting firm, see “Report of the Audit and Finance Committee” above. Required Vote
The affirmative vote of a majority of the votes cast on Proposal 2 at the 2018 Annual Meeting is required to ratify the Board’s selection of Grant Thornton as the Company’s independent registered public accountants for 2018. The enclosed proxy card enables a shareholderstockholders to vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. The proposal will pass, and the Board’s selection of Grant Thornton as the Company’s independent registered public accountants for 2018 will be ratified, if the total votes cast “for” Proposal 2 exceed the total number of votes cast “against” Proposal 2. Abstentions and broker non-votes, if any, will not constitute votes cast on Proposal 2 and will accordingly have no effect on the outcome of the vote on this proposal.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU USE THE PROXY CARD TO VOTE “FOR” RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018.
PROPOSAL 3
ADVISORY VOTE TO APPROVE NAMED
EXECUTIVE OFFICER COMPENSATION
At each annual meeting, we provide our shareholders with the opportunity to votean advisory basis to approve on a non-binding, advisory basis, the compensation of our Named Executive Officers (or “NEOs”) (sometimes referred to as disclosed“Say on Pay”) in accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”). We conduct our Say on Pay votes annually, and, after the Annual Meeting, the next required Say on Pay vote is expected to occur at the 2021 Annual Meeting of Stockholders. The Board recommends a vote “FOR” this proposal because it believes that our compensation policies and practices are effective in achieving Simpson’s philosophy of providing compensation that:
attracts, motivates and retains well-qualified executives; provides performance-based incentives to reward achievement of short and long-term business goals and strategic objectives, while avoiding unnecessary risk taking; and aligns the interests of our executives with those of our stockholders. For the reasons discussed in the “Compensation Discussion & Analysis,” accompanying compensation tables and related narrative disclosures in this Proxy Statement, in accordance with the compensation disclosure rules of the SEC. This resolution is required pursuant to Section 14A of the Exchange Act. As described in detail below under “Executive Compensation Discussion and Analysis,” we seek to closely align the interests of our Named Executive Officers with the interests of our shareholders. Our compensation programs are designed to reward our Named Executive Officers for the achievement of short-term and long-term strategic and operational goals and the achievement of increased total shareholder value, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. Please read the “Executive Compensation Discussion and Analysis” and the compensation tables and narrative disclosureBoard unanimously recommends that follow for additional details about our executive compensation program, including information about the 2017 compensation of our Named Executive Officers. Our executive compensation program is designed to attract, motivate and retain the Named Executive Officers, who are critical to our success. Please refer to the “Executive Officers” below for qualifications and biographical Information about our Named Executive Officers.
Accordingly, at the 2018 Annual Meeting, we ask that youstockholders vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to this corporation’s named executive officers,the NEOs, as disclosed in this corporation’s proxy statement for the 2018 Annual Meeting of stockholders, pursuant to Item 402 of Regulation S-K, including the “CompensationCompensation Discussion and& Analysis,” compensation tables and accompanying narrative discussion within such proxy statement,in Simpson‘s Proxy Statement relating to its 2020 annual meeting of stockholders, is hereby approved on a non-binding advisory basis.APPROVED.” The vote on thisAlthough the resolution is not intended to address any specific element of compensation, the overall compensation of the Named Executive Officers and the compensation philosophy, policies and practices described in this Proxy Statement.
This vote is advisory, which means that it is not binding on us,non-binding, the Board or its Compensation and Leadership Development Committee. The Board and its Compensation and Leadership Development Committee however, value the views of our shareholders and will take into accountexpects to consider the outcome of the vote when making future compensation decisions for our Named Executive Officers.decisions.
Required Vote
The affirmative vote of a majority of the votes cast on Proposal 3 at the 2018 Annual Meeting will approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers. The enclosed proxy card enables a shareholder to vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. The proposal will pass, and the compensation of our Named Executive Officers will be approved, if the total votes cast “for” Proposal 3 exceed the total number of votes cast “against” Proposal 3. Abstentions and broker non-votes, if any, will not constitute votes cast on Proposal 3 and will accordingly have no effect on the outcome of the vote on this proposal.THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU USE THE PROXY CARD TO VOTE “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
EXECUTIVE OFFICERS
Our executive officers are, and as of December 31, 2017, the last day of our last completed fiscal year, were, the following individuals: Karen Colonias, age 60, our President and Chief Executive Officer; Brian J. Magstadt, age 50, our Chief Financial Officer, Treasurer and Secretary; Roger Dankel, age 54, and Ricardo M. Arevalo, age 61, the President of North American Sales and the Chief Operating Officer, respectively, of Simpson Strong-Tie Company Inc., our subsidiary. We regard Mr. Dankel and Mr. Arevalo, as our executive officers, because they perform policy-making functions for us. On February 15, 2018 the Board of Directors designated Kevin Swartzendruber,recommends that stockholders vote “FOR” the advisory vote to approve Named Executive Officer compensation. 30 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS EXECUTIVE OFFICER PROFILES The following profiles provide the relevant experience, age 52, our Senior Vice President of Finance and Accounting, as an executive officer. Our executive officers from time to time may serve as directors or officersofficer tenure with Simpson of our subsidiaries.current executive officers. The profile for Karen Executive Officers Qualifications and Biographical Information
Karen Colonias, has been our President and Chief Executive Officer since January 2012, and in 2013 she was appointed to the Board. From 2009 - 2012 she was our Chief Financial Officer, Secretary and Treasurer. Prior to that, she held the position of Vice President of our global structural product solutions subsidiary, Simpson Strong-Tie Company Inc. and, in that capacity from 2004 to 2009, served as the Branch Manager of Simpson Strong-Tie’s manufacturing facility in Stockton, California. She joined Simpson 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. Since 2016, she has served as aincumbent director, of Reliance Steel and Aluminum Co. Ms. Colonias brings to the Board her deep industry knowledge and her dedication to the ongoing success of the Company. She is our management’s only representative on the Board. She actively shapes the Company’s strategic objectives and brings her extensive knowledge and understanding to the Company culture, its operations, its employees, customers, suppliers, investors and other stakeholders. She has demonstrated a commitment to integrity in all aspects of the Company’s business and transparency in her leadership of the Company. She is currently a member of the Corporate Strategy and Acquisitions Committee.set forth above under “2020 Nominees.”
Brian
| | BRIAN J. MAGSTADT Chief Financial Officer and Treasurer | | | | | | | | Age | | | Tenure | | | | 52 | | | 8 years | |
Mr. Magstadt has served as our Chief Financial Officer Treasurer and SecretaryTreasurer since January 2012. He joined Simpson Manufacturing Co., Inc. in 2004 as a Financial Reporting Specialist, and, from 2008 until 2012, served as our Financial Reporting Manager, overseeing our external reporting program and managing various other accounting and finance 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. Roger
| | ROGER DANKEL President of North American Sales, Simpson Strong-Tie Company Inc. | | | | | | | | | | | Age | | | Tenure | | | | 56 | | | 5 years | |
Mr. Dankel has been the President of North American Sales of our subsidiary, Simpson Strong-Tie Company Inc. (“Simpson Strong-Tie”) since July 2014. He has been employed with us since 1993 as a Field Sales Representative until 1997, when he was promoted to 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. While | | KEVIN SWARTZENDRUBER Senior Vice President of Finance | | | | | | | | | | | Age | | | Tenure | | | | 54 | | | 2 years | |
Mr. Dankel, as a resultSwartzendruber has been our Senior Vice President of foreclosure proceedings relatedFinance since October 2017. Prior to a real estate investment, filed a Chapter 7 bankruptcy petition in 2013, given that the nature of the investment giving risejoining Simpson he was vice president and corporate controller at Flex Ltd. from October 2005 through September 2017, where his responsibilities primarily included consolidation, external reporting to the bankruptcySEC, external audit and compliance with US GAAP and SEC rules. Prior to joining Flex Ltd, Mr. Swartzendruber was a director of SEC reporting and technical accounting with EchoStar (Dish Network) and prior to that, his role focuses primarily onwas 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 operational aspectsUniversity of Cincinnati with a Bachelor of Business Administration in accounting and finance. 2020 Proxy Statement | | | | | | | 31 |
TABLE OF CONTENTS | | TERRY HAMMONS Senior Vice President, General Counsel and Secretary | | | | | | | | | | | Age | | | Tenure | | | | 47 | | | 1 year | |
Mr. Hammons has been our business, we do not believeSenior Vice President, General Counsel since May 2019, and Secretary since July 2019. Prior to joining Simpson he was Vice President, Deputy General Counsel, Corporate, Chief Regional Counsel and Assistant Secretary at Albemarle Corporation, from August 2015 through April 2019, where he was responsible for the company’s worldwide corporate legal activities, including all strategic transactions (M&A, joint ventures and venture capital), and supporting the Lithium GBU Resources team. Prior to joining ‘Albemarle Corporation, Mr. Hammons was the Assistant General Counsel – Corporate and Commercial at Air Products and Chemicals, Inc., and prior to that he held Associate positions at Arnold & Porter and Hunton & Williams. Mr. Dankel’s prior bankruptcy petition is currently material to evaluating his ability or integrity to serve asHammons holds a J.D. from Georgetown University Law Center and a B.A. from The College of William & Mary. The following profile provides the Presidentrelevent experience, age and executive officer tenure with Simpson of North American Sales of Ricardo Arevalo, our former Chief Operating Officer, Simpson Strong-Tie Company, Inc. and do not expect to repeat disclosure concerning his prior bankruptcy in our future proxy statements.Mr. Arevalo retired effective February 15, 2020.
Ricardo| | RICARDO M. AREVALO Former Chief Operating Officer, Simpson Strong-Tie Company Inc. | | | | | | | | | | | Age | | | Tenure | | | | 63 | | | 6 years | |
Mr. Arevalo has been was the Chief Operating Officer of our subsidiary, Simpson Strong-Tie, Company Inc., sincefrom July 2014.2014 to February 2020. Mr. Arevalo began his career with us in 1999 at the Simpson Strong-Tie branch in Brea, California, as a Field Sales Engineer for the Wood Strong-Wall. From 2002 to 2008, he served as Simpson Strong-Tie’s Branch Engineering Manager for the Southwest United States. In 2008, he was promoted to Simpson Strong-Tie’s Vice President of Engineering, and in that capacity he organized and managed the support structure for multiple engineering groups (Connectors, Lateral systems, Fasteners, Anchors, FRP, RPS, Truss and Engineering Services), standardized policies and modernized and expanded our research and test capabilities. Mr. Arevalo is a licensed California structural engineer and civil engineer, previously was a part-time lecturer in timber design at California Polytechnic University at Pomona and is the author of several publications on wood structures. He has represented Simpson Strong-Tie on national television promoting deck safety. HeMr. Arevalo holds degrees from California Polytechnic University at San Luis Obispo and the University of California at Santa Barbara. Prior to joining Simpson Strong-Tie, he spent 19 years in private practice as a structural engineer.
Kevin Swartzendruber has been32 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS COMPENSATION DISCUSSION & ANALYSIS The Company’s business operations are led by its senior leadership team, which in 2019 included the executive officers whose biographies are provided above. In this section, we explain and discuss the executive compensation program that our Senior Vice PresidentCompensation and Leadership Development Committee (“CLDC”) designed and applied to our NEOs for 2019. This discussion is also intended to describe our compensation policies with respect to our executive officers and to provide a review of Finance our key compensation decisions and Accounting since October 2017. Prioractivities for 2019. Our goal in this discussion is to joining Simpson Manufacturing Co., Inc. he was vice president and corporate controller at Flex Ltd. from October 2005
through September 2017 where his responsibilities primarily included consolidation, external reporting to the SEC, external audit and compliance with US GAAP and SEC rules. Kevin also was an assistant corporate treasurer during a portion of his tenure with Flex Ltd. Prior to joining Flex, Mr. Swartzendruber was a director of SEC reporting and technical accounting 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 Cincinnatiprovide you with a bachelorbetter understanding, both in absolute terms and relative to our performance, of business administration in accounting and finance.
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
This Executive Compensation Discussion and Analysis explains our executive compensation program designpractices and how it appliesthe decisions made concerning the compensation payable to our Named Executive Officers (“NEOs”). As of December 31, 2017,executive officers, including our CEO and the last day of our last completed fiscal year, ourother executive officers named in the “2019 Summary Compensation Table” below. Our NEOs for 2019 were the following individuals:
| | | | Name(1)Karen Colonias
| | Title | Karen Colonias | | President and CEO | | | | Brian J. Magstadt | | | CFO Treasurer and SecretaryTreasurer | | | | Roger Dankel | | | President of North American Sales, Simpson Strong-Tie Company Inc. | | | | Kevin Swartzendruber | | | Senior Vice President, Finance | | | | Ricardo M. Arevalo | | | Former Chief Operating Officer, Simpson Strong-Tie Company Inc. |
| | (1) | During 2017, only Ms. Colonias had served and acted in the capacity as our principal executive officer, and only Mr. Magstadt had served and acted in the capacity as our principal financial officer. We regard Mr. Dankel and Mr. Arevalo, as our executive officers, because they perform policy-making functions for us in 2017. Our former Vice President Jeffrey E. Mackenzie retired as of April 1, 2017. During 2017, Mr. Mackenzie had not been in charge of a principal business unit, division or function or performed policy making functions for the Company, and Mr. Mackenzie’s duties and responsibilities had been assumed by Mr. Magstadt. The Board has also determined that Sunny H. Leung, the Company’s Vice President, has never been and is not in charge of any principal business unit, division or function of the Company, and has never performed and is not performing any policy making function for the Company. On February 15, 2018, the Board designated Kevin Swartzendruber, the Company's Senior Vice President of Finance and Accounting an executive officer. Mr. Swartzendruber joined the Company during October 2017 and during 2017, was not in charge of any principal business unit, division or function of the Company, and did not perform any policy-making functions for the Company. Therefore, at all times during 2017, each of Messrs. Mackenzie, Leung and Swartzendruber had not been a NEO, “executive officer” or “officer” of the Company as such terms are defined under the Exchange Act, and the rules promulgated thereunder. |
Other thanExecutive Summary
2019 Performance Highlights The Company focuses on designing, manufacturing, and marketing systems and products to make buildings and structures safe and secure. The Company, through its subsidiaries, designs, engineers, and manufactures structural construction products, including connectors, truss plates, anchors, fasteners and other products, and differentiates itself from competitors by designing and marketing end-to-end wood and concrete construction product lines. The Company also provides engineering services in support of some of its products and increasingly offers design and other software that facilitates the NEOs identified above,specification, selection and use of its products. The Company believes that its primary operating brand – the Company does not have any officers or employeesSimpson Strong-Tie brand – benefits from strong brand name recognition among architects and engineers who performed “policy-making functions” or were “in chargefrequently request the use of a principal business unit, division or function” within the meaning of Rule 3b-7 for the Company during 2017. Our NEOs are at-will employees, and we do not have a written employment agreement with any of them. We or the officer can terminate the employment relationship at any time, for any reason, with or without cause.Company’s products.
EXECUTIVE COMPENSATION SUMMARY
Board Responsiveness to Shareholders
Prior to our 2017 annual meeting of shareholders and directly in response to shareholder feedback, the Board undertook a fulsome reviewThe nature of our compensation programs with the support of an independent compensation consultant, Mercer LLC (“Mercer”), conducted extensive outreachindustry demands that we adhere to shareholdersa focused strategy to ensure their feedback was fully represented in the review, and approved significant changes to and a major overhaul ofbuild stockholder long-term value over time. During 2019, our executive compensation practices. Following our 2017 annual meeting of shareholders where our executive compensation received 95.6% shareholder support from the votes cast at the meeting, wemanagement team continued to invite dialogue and feedback from our shareholders. Our shareholder engagement efforts were led execute against the strategic goals set
by the Board, which resulted in increases in net sales and senior management.return on invested capital (“ROIC”) for our stockholders. Our key 2019 performance highlights are set forth below: Company-wide net sales increased 5.4% to $1.14 billion, and have increased 9.6% on a compounded annual growth basis since 2016; Gross margin was 43.3%, which we believe is industry leading; Income from operations increased to $181.3 million and operating margins were 15.9%; Diluted net income per share of our common stock increased to $2.98; and ROIC increased to 15.3% from 14.5% in 2018. Our management’s focused execution and continued commitment to a disciplined capital allocation strategy delivered strong results for our stockholders in 2019, including the following achievements: 2020 Proxy Statement | | | | | | | 33 |
TABLE OF CONTENTS Net sales increased in each of 2017, 2018 and 2019. 2017 net sales increased 13.5% primarily due to increases in both sales volumes and average net sales unit prices in North America as well as increases in Europe due to acquisitions. 2018 net sales increased 10.4% primarily due to higher sales volume and average unit price in the United States, offset partially by sales decreases in Europe due to the sale of a portion of a European subsidiary. 2019 net sales increased 5.4% primarily due to increased sales volume and average unit price in the United States, offset by negative foreign currency impacts in Canada and Europe. Operating margins have improved since 2017, primarily due to the reduction of operating expenses as a percent of revenues and gains on sales of assets in 2018 and 2019, partially offset by reduced gross margins. Gross margins have been negatively impacted by higher material and labor costs. The Chairmanreduction in operating expenses as a percent of revenues have been a focus for the company as a result of the Board and one or more members2020 plan announced in late 2017. ROIC has increased since 2017 on higher net income due to the higher operating margins as noted above as well as the reduced effective tax rate as a result of the Compensation2017 tax law change. Invested capital has remained relatively flat from 2017 through 2019 due to the company returning capital to stockholders in the form of dividends and Leadership Development Committee (the “CLDC”) participated in all discussions with our shareholdersshare repurchases. Capital returned to ensure a direct linestockholders for each of communication between the Boardthree years 2019, 2018 and 2017 was approximately $101.1 million, $150.4 million and $107.0 million, respectively. We outperformed the Dow Jones U.S. Building Materials & Fixtures Index and our shareholders, and such feedback was promptly relayedPeer Group in terms of total stockholder returns (“TSR”) delivered to the full Board and incorporated into our governance and compensation reviews. In 2017, we actively engaged with numerous shareholders on matters of corporate governance, executive compensation and related matters.stockholders in 2019. 2019 TSR Performance | The Compensation Peer Group line represents a peer group index calculated based on 2019 weighted average TSR of our peer group. See “Comparative Market Information” below for the composition of our peer group. |
Executive34 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS 2019 NEO Compensation Key Policies and PracticesMixes Our NEOs’ compensation generally is comprised of three core components:components – (1) base salary, (2) short-term cash awards, and (3) long-term equity awards, which are structured to complement each other and establish a balanced and performance-based pay structure. The overarching goals of our compensation programs arefor 2019 were to attract, motivate and retain our employees, including our management team, establish a strong sense of ownership, and closely align our executives’ and employees’ interests with those of our shareholders.stockholders. The target compensation mixes for 2019 for our CEO and, on average, our other NEOs are set forth below: Pay-for-Performance: Key 2019 NEO Compensation Outcomes The 2019 compensation results for our NEOs continued to reflect the CLDC’s pay-for-performance philosophy of aligning executive compensation directly with our operational and financial performance: Base Salaries: The changes in base salaries listed below were made based on the review of benchmark peer group data and individual performance and contribution. CEO: Our CEO received a base salary rate increase of $35,000 from $740,000 per year to $775,000 per year; and Senior Vice President, Finance: Mr. Swartzendruber, our Senior Vice President, Finance received a base salary rate increase of $18,900 from $270,000 per year to $288,900 per year; and Other NEOs: No base salary changes from 2018 levels. Executive Officer Cash Profit Sharing
(“EOCPS”) Awards: CEO: Our CEO received a total 2019 EOCPS payout of $448,532, reflecting approximately 57.9% of her target 2019 EOCPS award opportunity ($775,000), which payout was determined based on our 2019 quarterly and annual operating income achievement versus the quarterly and annual goals established by the CLDC at the beginning of 2019; and Other NEOs: Our other NEOs received total 2019 EOCPS payouts as set forth below, reflecting approximately 57.9% of each of their target 2019 EOCPS award opportunities, which payout was again determined based on our 2019 quarterly and annual operating income achievement versus the quarterly and annual goals established by the CLDC at the beginning of 2019. All NEOs paid out at approximately 57.9% their target | | CFO | | | $144,688 | | | $250,000 | | | | President of sales | | | $133,121 | | | $230,000 | | | | COO | | | $133,121 | | | $230,000 | | | | SVP Finance | | | $83,600 | | | $144,450 | |
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TABLE OF CONTENTS Equity Awards: In 2019, our CEO was granted target equity awards with a grant date total value of approximately $2,133,682, and our other NEOs were granted target equity awards with grant date values from approximately $218,445 to approximately $558,810. Approximately 20% of the target equity award value was delivered in the form of time-based restricted stock units (“RSUs”) and the other approximately 80% of the target equity award value was delivered in the form of performance-based restricted stock units (“PSUs”). These PSUs are fully “at-risk” and will vest only on achievement of revenue growth and ROIC performance metrics in a 2019-2021 measurement period. The awards will be forfeited if the threshold performance goals are not met, and the maximum amount of shares that may potentially vest under these PSUs (if and when the highest-tier performance goals are met) are capped at 200% of the target shares. The RSUs are subject to three-year staggered vesting with 20%, 40% and 40% of the RSUs vesting at each of the first, second and third anniversaries of the grant date. As an illustration of how our performance-related equity award program has worked for our NEOs historically, in 2017, our CEO and our other participating NEOs at that time (except Mr. Swartzendruber) were granted target equity awards whereby approximately 34% of the target equity award value was delivered in the form of RSUs and the other approximately 66% of the target equity award value was delivered in the form of PSUs. These PSUs were fully “at-risk” and were to vest only on achievement of revenue growth and ROIC performance metrics in a 2017-2019 measurement period. The maximum amount of shares subject to each of these PSU awards (if and when the highest-tier performance goals were met) was capped at 120% times the target shares. Please refer to the “2019 Summary Compensation Table,” “NEO Compensation Program Design” and “Executive Compensation Analysis” subsections below for a complete disclosure of our CEO and the other NEOs’ 2019 total compensation programs and values. NEO Compensation Program Design Executive Compensation Philosophy Our overall compensation philosophy is to align the interests of our employees and stockholders and provide employees, including our management, incentives to increase stockholder value, and to position our NEOs’ total target compensation to the median of our peers. To motivate and retain our NEOs and other employees, we aim to compensate them fairly relative to our performance. To achieve these objectives under our pay-for-performance guiding principal, we created compensation programs that reward achievement of specific performance goals, such as operating profit, revenue growth, ROIC and the efficient use of assets. We believe that our current compensation 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 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. Compensation-Setting Process Role of Compensation and Leadership Development Committee, Board and Management. The CLDC develops and updates our compensation policies and practices, oversees our compensation programs, sets performance goals relevant to such programs, evaluates our performance in light of such goals, and determines and exercises discretion over executive compensation, including reviewing and approving annual compensation to our NEOs. The CLDC does not delegate its role in determining executive compensation. Our officers do, however, participate in our annual budgeting process, which forms the basis for the CLDC to set, and determine the achievement of the performance goals under our compensation programs. The Board reviews and approves the annual budget, and based on that, the CLDC approves both cash EOCPS payouts and equity-based awards to our NEOs. Our CEO provides significant input in recommending the 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. 36 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS Role of Compensation Consultants. The CLDC has adoptedengaged, and expects to continue to engage, independent advisers, including compensation consultants, from time to time to assist in carrying out its responsibilities. Since 2014, the CLDC had engaged Mercer as an independent compensation consultant to provide strategic guidance to the CLDC regarding executive and director compensation. In July 2019, the CLDC appointed Meridian as its independent compensation consultant, replacing Mercer. The specific services provided by Mercer and Meridian to us in 2019 consisted of: updating our industry peer group and benchmarking analysis, assessment of the appropriateness and competitiveness of our executive compensation program as compared to those of the selected industry peer group, recommendation of changes to our executive compensation programs, especially our NEOs’ compensation mix, and evaluation of our executive and director compensation. Board Responsiveness to Stockholders In late 2019 and early 2020 we continued our annual engagement with our stockholders. This engagement gave us a basis for further evaluation of our practices in executive compensation and corporate governance. This initiative was led by the Board and senior management, by reaching out to stockholders holding 76% of our outstanding shares. Out of those stockholders who elected to engage with us (representing approximately 41% of our outstanding shares), we organized follow-up calls. This outreach reflects our commitment to understand and address key issues of importance to our stockholders. In line with the high support for our executive compensation program as expressed in the 2019 annual shareholder advisory vote to approve our NEO compensation, stockholders continued their support for our compensation program and the changes made over 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 2020. Following the 2019 Annual Meeting of Stockholders, we again continued to actively engage with numerous stockholders on matters of corporate governance, executive compensation and related matters. These efforts were led by the Chair of our Board and our CFO to help ensure a direct line of communication between the Board and our stockholders, and stockholder feedback was promptly relayed to the full Board and incorporated into our governance and compensation reviews. We also continue to work with Meridian to monitor changes in executive compensation to keep our executive compensation program aligned with both our business strategy and best practices in our competitive market. 2019 Executive Compensation Key Policies and Practices The CLDC has continued to operate the following policies and practices to closely align our management’s compensation programs with shareholderstockholder value creation and the Company’s strategic goals, allgoals: Generally, Anchor on Median Pay for Median Performance: Most elements of whichour executive compensation are expectedbenchmarked to be fully implemented by 2018:deliver median total pay for median performance based on our peer group (or in some cases median pay is linked to above median performance) (see “Comparative Market Information” below for the composition of our peer group). This includes setting well-balanced short-term and long-term performance objectives that enable executives to generally earn actual pay above median for out-performing expectations, and vice versa for performance below expectations (see “Setting Performance Goals” below for further context on our goal-setting process); | | • | Target Median Pay for Median Performance: All elements of our executive compensation are benchmarked to target median pay for median performance based on our peer group, and our NEOs’ base salaries are generally positioned to the 50th percentile of our peer group (see “Comparative Market Information” below for the composition of our peer group);
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Pay for Performance: We have created an incentive structure that places a significant portion of our NEOs’ target compensation at risk based on our short-term and long-term performance; Performance Based Distributed Cash Awards:Our Executive Officer Cash Profit Sharing (“EOCPS”)EOCPS program is based on both quarterly and annual performance measurementsmeasurement of our operating profits; Equity Awards with Extended Vesting: NEOs’ awards under our equity incentive plan have, in 2018, shifted toare performance-based awards (80%) with an extended company-performancea 3-year performance measurement period, (e.g., 3 years), whilein addition to time-based awards (20%) that are subject to aback-loaded, staggered vesting also over an extended period (e.g.,(for example, 20%/40%/40% over 3 years); No Guaranteed Incentive Awards: NEOs’ EOCPS awards are 100% performance-based, 2020 Proxy Statement | | | | | | | 37 |
TABLE OF CONTENTS while NEOs’ outstanding performance-based equity awards are fully at-risk and contingent on achievement of revenue growth and return on invested capital (“ROIC”)ROIC goals; and No Overlapping Metrics: NEOs’ NEOs�� EOCPS awards and performance-based equity awards have distinct performance metrics, which are aligned with our strategy and priorities. We are also committed to maintaining strong compensation risk management practices that support our pay for performance philosophy, mitigate risk, and align interests of our executives and our shareholders:stockholders: Annual Review:The CLDC conducts annual evaluations of NEOs’ compensation. Caps:We cap payout amounts for the NEOs’ maximum EOCPS and performance-based equity awards. Double Triggers:Equity awards are subject to double trigger change-in-control requirements. Compensation Claw-Back:We adoptedmaintain and operate a robust compensation recovery policy. Ownership guidelines: Stock ownership guidelines are in place for all NEOs.our NEOs and Board. No Hedging and Pledging: We adopted robust anti-hedging and pledging policies. Limited perquisites:We do not provide NEOs with material perquisites. Strategic Guidance:We retained The CLDC retains an independent compensation consultant to provide strategic guidance to the CLDC regarding executive and director compensation. The following chart illustrates the evolution of our CEO's key compensation elements and the timing of when the changes have been implemented. As illustrated below, all changes have been fully implemented in 2018.
 Setting Performance GoalsCompensation-Setting Process
A key aspectRole of Compensation and Leadership Development Committee, Board and Management. The CLDC develops and updates our compensation policies and practices, oversees our compensation programs, focuses on the selection of performance metrics that (1) reflect our long-term strategic goals and (2) appropriately incentivize our executives to deliver sustainable performance across key areas. The CLDC sets performance goals forrelevant to such programs, evaluates our NEOs’ EOCPSperformance in light of such goals, and performance-based equity awards priordetermines and exercises discretion over executive compensation, including reviewing and approving annual compensation to granting such awards and remains engaged to monitor and certify the achievement of the goals.our NEOs. The CLDC believesdoes not delegate its role in determining executive compensation. Our officers do, however, participate in our annual budgeting process, which forms the importance of setting challenging, but achievable, performance goalsbasis for our NEOs and using such goals to support our median pay for median performance philosophy. The CLDC maintains a robust and collaborative performance goal setting process with its independent compensation consultant and our management. In establishing performance goals with respect to our NEOs’ EOCPS and performance-based equity awards, the CLDC considered:to set, and historical and future projected performance for our updated peer group;
historical and future projected performance more broadly in our industry;
our historical performance and multi-year forward-looking business plans; and
determine the expectations of our shareholders. In addition, before finalizing the performance goals, the CLDC reviews projections of realizable pay under EOCPS and performance-based equity awards at various levels of potential achievement of the performance goals to ensureunder our compensation programs. The Board reviews and approves the annual budget, and based on that, the actualCLDC approves both cash EOCPS payouts and equity-based awards to our NEOs. Our CEO provides significant input in recommending the structure of our pay programs and recommending any adjustments to the other NEOs base salary and our actual performance overtarget incentive compensation opportunities. The CLDC can accept, reject or modify the relevant performance periods are closely aligned. After carefully evaluatingCEO’s recommendations as it sees fit, subject to the aforementioned factorsterms of any applicable program documentation.
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TABLE OF CONTENTS Role of Compensation Consultants. The CLDC has engaged, and incorporating inputsexpects to continue to engage, independent advisers, including compensation consultants, from time to time to assist in carrying out its responsibilities. Since 2014, the CLDC had engaged Mercer as an independent compensation consultant to provide strategic guidance to the CLDC regarding executive and director compensation. In July 2019, the CLDC appointed Meridian as its independent compensation consultant, replacing Mercer. The specific services provided by Mercer and Meridian to us in 2019 consisted of: updating our management,industry peer group and benchmarking analysis, assessment of the CLDC approvesappropriateness and competitiveness of our executive compensation program as compared to those of the performance goals forselected industry peer group, recommendation of changes to our NEOs. The performance goals forexecutive compensation programs, especially our NEOs’ 2017compensation mix, and 2018 EOCPSevaluation of our executive and performance-based equity awards and their alignment without strategies are set forth below:director compensation.
| | | | Incentive Component | Performance Metric | Alignment with Our Strategies | EOCPS awards (STI) | 1-year Operating Profit | Is a key measure of our profitability;Board Responsiveness to Stockholders Supports long-term value creation;
Maintains our long-standing culture of promoting sense of ownership among employees to deliver shareholder value.
| Performance-based equity awards (LTI) | 3-year Revenue Growth | Aligns with our ongoing focus on growing revenues across key business segments;
Facilitates decisions that will drive sustainable revenue growth.
| Performance-based equity awards (LTI) | 3-year Return on Invested Capital ("ROIC")(1)
| Reinforces our ongoing focus on maximizing our investment returns;
Prompts thoughtful capital allocation strategy.
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(1)The Company’s ROICIn late 2019 and early 2020 we continued our annual engagement with our stockholders. This engagement gave us a basis for a fiscal year is calculated based on (i) the net income of that year as presented in the Company’s consolidated statements of operations prepared pursuant to generally accepted accounting principles in the U.S. (“GAAP”), as divided by (ii) the average of the sum of the total stockholders’ equity and the total long-term liabilities at the beginning of and at the end of such year, as presented in the Company’s consolidated balance sheets prepared pursuant to GAAP for that applicable year. As such, the Company’s ROIC, a ratio or statistical measure, is calculated using exclusively financial measures presented in accordance with GAAP. 2017 Performance Highlights
The Company focuses on designing, manufacturing, and marketing systems and products to make buildings and structures safe and secure. The Company, through its subsidiaries, designs, engineers, and manufactures structural construction products, including connectors, truss plates, anchors, fasteners and other products, and differentiates itself from competitors by designing and marketing end-to-end wood and concrete construction product lines. The Company also provides engineering services in support of some of its products and increasingly offers design and other software that facilitates the specification, selection and use of its products. The Company believes that 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.
The naturefurther evaluation of our industry demands that we adhere to a focused strategy to build shareholder long-term value over time. During 2017, our management team continued to execute against the strategic goals setpractices in executive compensation and corporate governance. This initiative was led by the Board which resulted in increases in net sales and ROICsenior management, by reaching out to stockholders holding 76% of our outstanding shares. Out of those stockholders who elected to engage with us (representing approximately 41% of our outstanding shares), we organized follow-up calls. This outreach reflects our commitment to understand and address key issues of importance to our stockholders. In line with the high support for our shareholders.executive compensation program as expressed in the 2019 annual shareholder advisory vote to approve our NEO compensation, stockholders continued their support for our compensation program and the changes made over the past few years. This strong level of support led our
Our key 2017 performance highlights are set forth below: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 2020. Company-wide net sales increased 13.5%Following the 2019 Annual Meeting of Stockholders, we again continued to $977.0 million;
Gross margin was an industry leading 46%;
Income from operationsactively engage with numerous stockholders on matters of corporate governance, executive compensation and related matters. These efforts were relatively flat at $139.2 million vs. $139.4 million a year ago;
Diluted net income per shareled by the Chair of our common stock increasedBoard and our CFO to $1.89;help ensure a direct line of communication between the Board and our stockholders, and stockholder feedback was promptly relayed to the full Board and incorporated into our governance and compensation reviews. We also continue to work with Meridian to monitor changes in executive compensation to keep our executive compensation program aligned with both our business strategy and best practices in our competitive market.
ROIC was 10.6%.
Our management’s focused execution2019 Executive Compensation Key Policies and Practices The CLDC has continued commitment to a disciplined capital allocation strategy has delivered strong results for our shareholders in 2017, includingoperate the following achievements:policies and practices to closely align our management’s compensation programs with stockholder value creation and the Company’s strategic goals:
We outperformed both the S&P 500 and Dow Jones U.S. Building Materials & Fixtures Index in termsGenerally, Anchor on Median Pay for Median Performance: Most elements of our executive compensation are benchmarked to deliver median total shareholder returns (“TSR”) delivered topay for median performance based on our shareholders in 2017.
* The Compensation Peer Group line represents a peer group index calculated based on 2017 weighted average TSR of our peer group. See(or in some cases median pay is linked to above median performance) (see “Comparative Market Information” below for the composition of our peer group.group). This includes setting well-balanced short-term and long-term performance objectives that enable executives to generally earn actual pay above median for out-performing expectations, and vice versa for performance below expectations (see “Setting Performance Goals” below for further context on our goal-setting process);
2017 and 2018 CEO Compensation Mixes
Our CEO’s 2017 compensation mix and 2018Pay for Performance: We have created an incentive structure that places a significant portion of our NEOs’ target compensation mix are set forth below:
2017 CEO Compensation Summary
Our CEO’s 2017 compensation mix included the following:
Base Salary: $740,000;at risk based on our short-term and long-term performance;
Performance Based Distributed Cash Awards: Our EOCPS Awards: $513,031, reflecting a payout of approximately 69% of the target 2017 EOCPS award ($740,000), which payout was determinedprogram is based on the achievement of our 2017both quarterly and annual performance measurement of our operating profit above the qualifying levels established by the CLDC at the beginning of 2017; andprofits; Equity Awards with Extended Vesting: NEOs’ awards under our equity incentive plan are performance-based awards (80%) with a 3-year performance measurement period, in addition to time-based awards (20%) that are subject to back-loaded, staggered vesting also over an extended period (for example, 20%/40%/40% over 3 years); No Guaranteed Incentive Awards: $2,146,877 (targetNEOs’ EOCPS awards are 100% performance-based, 2020 Proxy Statement | | | | | | | 37 |
TABLE OF CONTENTS while NEOs’ outstanding performance-based equity awards valued asare fully at-risk and contingent on achievement of the grant date), with approximately 40% of therevenue growth and ROIC goals; and No Overlapping Metrics: NEOs�� EOCPS awards and performance-based equity awards being time-based restricted stock units (“RSUs”) and the other 60% being performance-based restricted stock units (“PSUs”). | | ◦ | Our CEO’s 2017 PSUs are fully at-risk and will vest only on achievement of performance metrics in the 2017-2019 measurement period. Such awards will be forfeited if the threshold performance goals are not met. If our performance surpasses the target performance goals, the number of shares that will eventually vest under the PSUs will exceed the number of target shares used to calculate the grant date value. |
| | ◦ | The CLDC used a formula based on our 2016 net sales to calculate the number of target shares under our CEO’s 2017 PSUs. The maximum amount of shares that may potentially vest under our CEO’s 2017 PSUs (if and when the highest-tier performance goals are met) are capped at 120% times the target shares after being adjusted for fair value. |
| | ◦ | Our CEO’s 2017 RSUs, granted based on the achievement of our 2016 operating profit goals, are subject to a vesting schedule with 25% of the RSUs vesting at each of the grant date and the first, second and third anniversary of the grant date. |
Please refer to the “Summary Compensation Table” below for a complete disclosure of our CEO’s 2017 total compensation. Compared to 2016, there were an increase in our CEO’s 2017 base salary and profit sharing trust contribution and a reduction in our CEO’s 2017 EOCPS awards. This arrangement, along with our CEO’s updated equity awards, is intended to balance both short- and long-term incentives for our CEO. Our other NEOs’ 2017 compensation was comprised of the same three core components and similarly affected by a change in the compensation mix. See “Executive Compensation Analysis” below.
2018 CEO Compensation Outlook
Our CEO’s 2018 target compensation mix includes the following:
Base Salary: remains at $740,000;
EOCPS Awards: target annual EOCPS awards remain at $740,000 and actual EOCPS awards capped at 2 times the target awards; and
Equity Awards: 80% comprised of PSUs with a three-year measurement period and the other 20% comprised of RSUs.
| | ◦ | Our CEO’s 2018 PSUs are fully at-risk and will vest only on achievement of performance metrics in the 2018-2020 measurement period. Such awards will be forfeited if the threshold performance goals are not met. If our performance surpasses the target performance goals, the number of shares that will eventually vest under the PSUs will exceed the number of target shares. The maximum amount of shares that may potentially vest under our CEO’s 2018 PSUs (if and when the highest-tier performance goals are met) are capped at 200% times the target shares. |
| | ◦ | Our CEO’s 2018 RSUs are subject to three-year staggered vesting with 20%, 40% and 40% of the RSUs vesting at each of the first, second and third anniversary of the grant date. |
EXECUTIVE COMPENSATION ANALYSIS
Executive Compensation Philosophy
Our overall compensation philosophy is to align the interests of our employees and shareholders and provide employees, including our management, incentives to increase shareholder value, and to position our NEOs’ total target compensation to the median of our peers. To motivate and retain our NEOs and other employees, we aim to compensate them fairly relative to our performance. To achieve these objectives under our pay-for-performance guiding principal, we created compensation programs that reward achievement of specifichave distinct performance goals, such as operating profit, revenue growth, ROIC and the efficient use of assets. We believe that our current compensation 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 ensure that such programs continue to reflect policies and practices thatmetrics, which are aligned with our pay-for-performancestrategy and priorities.
We are also committed to maintaining strong compensation risk management practices that support our pay for performance philosophy, mitigate risk, and the interestalign interests of our shareholders.executives and our stockholders: Annual Review: The CLDC conducts annual evaluations of NEOs’ compensation. Caps: We cap payout amounts for the NEOs’ maximum EOCPS and performance-based equity awards. Double Triggers: Equity awards are subject to double trigger change-in-control requirements. Compensation Claw-Back: We maintain and operate a robust compensation recovery policy. Ownership guidelines: Stock ownership guidelines are in place for our NEOs and Board. No Hedging and Pledging: We adopted robust anti-hedging and pledging policies. Limited perquisites: We do not provide NEOs with material perquisites. Strategic Guidance: The CLDC retains an independent compensation consultant to provide strategic guidance to the CLDC regarding executive and director compensation. Compensation-Setting Process Role of Compensation and Leadership Development Committee, Board and Management Management.The CLDC develops and updates our compensation policies and practices, oversees our compensation programs, sets performance goals relevant to such programs, evaluates our performance in light of such goals, and determines and exercises discretion over executive compensation, including reviewing and approving annual compensation to our NEOs. The CLDC does not delegate its role in determining executive compensation. Our officers do, however, participate in our annual budgeting process, which forms the basis for the CLDC to set, and determine the achievement of the performance goals under our compensation programs. The Board reviews and approves the annual budget, and based on that, the CLDC approves both cash EOCPS payouts and equity-based awards to our NEOs. Our CEO provides significant input in recommending the 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. 36 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS Role of Compensation Consultants Consultants.The CLDC has engaged, and expects to continue to engage, independent advisers, including compensation consultants, from time to time to assist in carrying out its responsibilities. Since 2014, the CLDC hashad engaged Mercer as an independent compensation consultant to provide strategic guidance to the CLDC regarding executive and director compensation. SpecificIn July 2019, the CLDC appointed Meridian as its independent compensation consultant, replacing Mercer. The specific services provided by Mercer and Meridian to us in 2017 included, but were not limited to,2019 consisted of: updating our industry peer group and benchmarking analysis, assessment of the appropriateness and competitiveness of our executive compensation program as compared to those of the selected industry peer group, recommendation of changes to our executive compensation programs, especially our NEOs’ compensation mix, and evaluation of our executive and director compensation. Board Responsiveness to Stockholders In late 2019 and early 2020 we continued our annual engagement with our stockholders. This engagement gave us a basis for further evaluation of our practices in executive compensation and corporate governance. This initiative was led by the Board and senior management, by reaching out to stockholders holding 76% of our outstanding shares. Out of those stockholders who elected to engage with us (representing approximately 41% of our outstanding shares), we organized follow-up calls. This outreach reflects our commitment to understand and address key issues of importance to our stockholders. In line with the high support for our executive compensation program as expressed in the 2019 annual shareholder advisory vote to approve our NEO compensation, stockholders continued their support for our compensation program and the changes made over 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 2020. Following the 2019 Annual Meeting of Stockholders, we again continued to actively engage with numerous stockholders on matters of corporate governance, executive compensation and related matters. These efforts were led by the Chair of our Board and our CFO to help ensure a direct line of communication between the Board and our stockholders, and stockholder feedback was promptly relayed to the full Board and incorporated into our governance and compensation reviews. We also continue to work with Meridian to monitor changes in executive compensation to keep our executive compensation program aligned with both our business strategy and best practices in our competitive market. 2019 Executive Compensation Key Policies and Practices The CLDC has continued to operate the following policies and practices to closely align our management’s compensation programs with stockholder value creation and the Company’s strategic goals: Generally, Anchor on Median Pay for Median Performance: Most elements of our executive compensation are benchmarked to deliver median total pay for median performance based on our peer group (or in some cases median pay is linked to above median performance) (see “Comparative Market Information” below for the composition of our peer group). This includes setting well-balanced short-term and long-term performance objectives that enable executives to generally earn actual pay above median for out-performing expectations, and vice versa for performance below expectations (see “Setting Performance Goals” below for further context on our goal-setting process); Pay for Performance: We have created an incentive structure that places a significant portion of our NEOs’ target compensation at risk based on our short-term and long-term performance; Performance Based Distributed Cash Awards: Our EOCPS program is based on both quarterly and annual performance measurement of our operating profits; Equity Awards with Extended Vesting: NEOs’ awards under our equity incentive plan are performance-based awards (80%) with a 3-year performance measurement period, in addition to time-based awards (20%) that are subject to back-loaded, staggered vesting also over an extended period (for example, 20%/40%/40% over 3 years); No Guaranteed Incentive Awards: NEOs’ EOCPS awards are 100% performance-based, 2020 Proxy Statement | | | | | | | 37 |
TABLE OF CONTENTS while NEOs’ outstanding performance-based equity awards are fully at-risk and contingent on achievement of revenue growth and ROIC goals; and No Overlapping Metrics: NEOs�� EOCPS awards and performance-based equity awards have distinct performance metrics, which are aligned with our strategy and priorities. We are also committed to maintaining strong compensation risk management practices that support our pay for performance philosophy, mitigate risk, and align interests of our executives and our stockholders: Annual Review: The CLDC conducts annual evaluations of NEOs’ compensation. Caps: We cap payout amounts for the NEOs’ maximum EOCPS and performance-based equity awards. Double Triggers: Equity awards are subject to double trigger change-in-control requirements. Compensation Claw-Back: We maintain and operate a robust compensation recovery policy. Ownership guidelines: Stock ownership guidelines are in place for our NEOs and Board. No Hedging and Pledging: We adopted robust anti-hedging and pledging policies. Limited perquisites: We do not provide NEOs with material perquisites. Strategic Guidance: The CLDC retains an independent compensation consultant to provide strategic guidance to the CLDC regarding executive and director compensation. Setting Performance Goals A key aspect of our compensation programs focuses on the selection of performance metrics that (1) reflect our long-term strategic goals and (2) appropriately incentivize our executives to deliver sustainable performance across key areas. The CLDC sets 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 achievable, performance goals for our NEOs and using such goals to support our median pay for median performance philosophy (or in some cases median pay for above median performance). The CLDC maintains a robust and collaborative performance goal setting process with its independent compensation consultant and our management. The goal setting process spans multiple CLDC meetings on both sides of the year-end process to ensure an active, healthy discussion and ability to respond and adapt the performance goals to changing company, industry or market conditions prior to finalization. In establishing performance goals with respect to our NEOs’ EOCPS and performance-based equity awards, the CLDC reviews market-calibrated data sets that include: historical and future projected financial performance for our peer group; historical and future projected financial performance more broadly in our industry; our historical financial performance and multi- year forward-looking business plans; our external guidance, communications and the expectations of our stockholders; and the historical realizable compensation for our executives and the alignment between their pay and performance against expectations. 38 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS After carefully evaluating the aforementioned factors and incorporating inputs from its independent compensation consultant and our management, the CLDC approves the performance goals for our NEOs. The performance goals for NEOs’ 2019 EOCPS and performance-based equity awards and their alignment with our strategies are set forth below: | | EOCPS awards (STI) | | | 1-year Operating Profit | | | Is a key measure of our profitability;supports long-term value creation;maintains our long-standing culture of promoting sense of ownership among employees to deliver stockholder value. | | | | Performance-based equity awards (LTI) | | | 3-year Revenue Growth | | | Aligns with our ongoing focus on growing revenuesacross key business segments;
facilitates decisions that will drive sustainable revenue growth. | | | | Performance-based equity awards (LTI) | | | 3-year ROIC(1) | | | Reinforces our ongoing focus on maximizing ourinvestment returns;
prompts thoughtful capital allocation strategy. | |
| The Company’s ROIC for a fiscal year is calculated based on (a) the net income of that year as presented in the Company’s consolidated statements of operations prepared pursuant to generally accepted accounting principles in the U.S. (“GAAP”), as divided by (b) the average of the sum of the total stockholders’ equity and long-term interest bearing liabilities, which for the Company is only its capital lease obligations, at the beginning of and at the end of such year, as presented in the Company’s consolidated balance sheets prepared pursuant to GAAP for that applicable year. As such, the Company’s ROIC, a ratio or statistical measure, is calculated using exclusively financial measures presented in accordance with GAAP. |
Executive Compensation Analysis 2019 Compensation Program Elements The Board believes that, to maintain a sense of unity and fairness, the forms of compensation for our NEOs generally should match those of our other employees. Under this principle, our compensation programs for a large portion of our salaried employees, including our NEOs, comprise 3three basic elements: Base salaries and contributions to profit sharing trust accounts; Cash profit sharing awards, such as EOCPS awards to our NEOs; and
Long-term equity awards, such as PSUs and RSUs granted to our NEOs. Each element of our compensation programs possesses characteristics intended to motivate our NEOs and other employees in different ways. We believe that coordinated compensation elements work best to help us to retain their services and to motivate them to achieve results that increase shareholderstockholder value. The following is a summary of each of the basic elements of our compensation programs. 2020 Proxy Statement | | | | | | | 39 |
TABLE OF CONTENTS A NEO’s salary is a guaranteed minimum amount for his or her time invested in performing the functions of the job. Salary alone, however, does not provide performance opportunity for the NEO to earn additional compensation and at the same time, increase shareholderor incentivize increasing stockholder value over time. Our NEOs’ salaries are generally determined by the CLDC based on historical salary levels for their respective positions, current compensation for similar positions at our peers, changes in the NEOs’ responsibilities and cost of living adjustments. A study conducted by Mercer confirmed that our NEOs’ historical salaries before 2017 were below the 25th percentile within our peer group. As a part of our compensation program updates and in response to a reduction in our NEOs’ EOCPS awards, the CLDC approved a salary increase for each of our NEO’s in 2017. Based on its review of the NEOs’ base salary rates and Mercer’sthe recommendation of the compensation consultant, the CLDC decided to continue our NEOs’ current base salariesincrease the salary rates for 2018.Ms. Colonias and Mr. Swartzendruber by approximately 5% and 7%, respectively. These increases were provided specifically as a result of peer data and employee performance. The table below sets forth his or herthe NEOs’ respective 2018 and 2019 annual salary rates, reflecting these changes: | | Karen Colonias,President and Chief Executive Officer | | | $ 740,000 | | | $ 775,000 | | | | Brian J. Magstadt,Chief Financial Officer and Treasurer | | | $500,000 | | | $500,000 | | | | Roger Dankel,President of North American Sales,
Simpson Strong-Tie Company, Inc. | | | $460,000 | | | $460,000 | | | | Kevin Swartzendruber,Senior Vice President, Finance | | | $270,000 | | | $288,900 | | | | Ricardo Arevalo,Former Chief Operating Officer,
Simpson Strong-Tie Company Inc. | | | $460,000 | | | $460,000 | |
In 2019, the Company also made a one-time payout of earned and accrued vacation pay as of December 31, 2018 to certain of its NEOs with an accrued balance as a result of its transition to a flexible time away policy for all of the Company’s U.S.-based exempt employees. Mr. Magstadt received $56,250, Mr. Arevalo received $41,197 and Mr. Dankel received $48,360 as a result of these payments. Ms. Colonias and Mr. Swartzendruber each did not have earned but not taken vacation as of December 31, 2018 and, accordingly, did not receive any similar payments. The Company’s U.S. exempt employees, including our NEOs, as compared to his or her 2017 salary:no longer accrued vacation pay beginning January 1, 2019. | | | | | | | | | | 2017 Annual Salary | 2018 Annual Salary | Karen Colonias President and Chief Executive Officer | $ | 740,000 |
| $ | 740,000 |
| | | | | Brian J. Magstadt Chief Financial Officer, Treasurer and Secretary | $ | 500,000 |
| $ | 500,000 |
| | | | | Ricardo Arevalo Chief Operating Officer, Simpson Strong-Tie Company Inc. | $ | 460,000 |
| $ | 460,000 |
| | | | | Roger Dankel President of North American Sales, Simpson Strong-Tie Company Inc. | $ | 460,000 |
| $ | 460,000 |
| | | | | Kevin Swartzendruber Senior Vice President, Finance and Accounting(1) | $ | — |
| $ | 270,000 |
|
(1) Mr. Swartzendruber was designated as an executive officerBase salaries and related payments earned by the Board on February 15, 2018.
Salaries paid to each of our NEOs with respect to each of the three years ended December 31, 2019, 2018 and 2017, 2016 and 2015, respectively, if applicable, are set forth in the “2019 Summary Compensation Table” below.
Profit Sharing Trust Contributions
The Company and its U.S. subsidiaries maintain a defined contribution profit sharing trust plan for U.S.-based non-union employees, including our NEOs, while some of our non-U.S. subsidiaries maintain similar plans for their employees. An employee is eligible for participation in a given calendar year if he or she is an employee on the first and last days of that year and completes the minimum service requirement during that year. As of December 31, 2017, the minimum service requirement was at least 1,000 hours of service. We currently make contributions to employees’ profit sharing trust accounts in amounts equal to 7% of the employees’ qualifying salaries or wages (regular plus overtime pay), which amounts are subject to a 6-year vesting period. We contribute an additional 3% of their qualifying salaries or wages to their profit sharing trust accounts each quarter to comply with the safe-harbor rules that govern the plan. The safe-harbor contribution is not forfeitable and fully vests when the contribution is made. The plan limits trust contributions to amounts deductible for federal income tax purposes under section 404(a) of Internal Revenue Code of 1986, as amended (the “Internal 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. Our CEO, CFO and Vice President of Human Resources are currently trustees of the profit sharing trust plan. All our participating employees, including our NEOs, under the plan are entitled to proportionate shares of forfeited contributions from employees who terminate their employment with us before such contributions fully vest. The plan also includes a 401(k) feature that allows our employees, including our NEOs, to contribute their pre-tax earnings in addition to the amounts that we contribute to their accounts. We generally view our contributions to employees’ profit sharing trust accounts as serving a similar objective as salaries. The table below sets forth, for each of our NEOs, the estimated contribution that we expect to make to his or her respective profit sharing trust account for 2018, as compared to his or her 2017 profit sharing trust contribution:
| | | | | | | | | | 2017 Profit Sharing Trust Contribution | Estimated 2018 Profit Sharing Trust Contribution(1) | Karen Colonias President and Chief Executive Officer | $ | 27,403 |
| $ | 27,000 |
| | | | | Brian J. Magstadt Chief Financial Officer, Treasurer and Secretary | $ | 27,393 |
| $ | 27,000 |
| | | | | Ricardo Arevalo Chief Operating Officer, Simpson Strong-Tie Company Inc. | $ | 27,339 |
| $ | 27,000 |
| | | | | Roger Dankel President of North American Sales, Simpson Strong-Tie Company Inc. | $ | 27,339 |
| $ | 27,000 |
| | | | | Kevin Swartzendruber Senior Vice President, Finance and Accounting | $ | — |
| $ | 27,000 |
|
____________
| | (1) | If we employ the NEO on December 31, 2018, or if he or she retired during 2018 after reaching the age of 60, we will contribute to his or her profit sharing trust account 10% of his or her salary (including the 3% safe-harbor contribution), with a contribution limit of $27,000 for 2018, plus a pro rata share of forfeited contributions from employees who terminate their employment before such contributions fully vest. The estimates in this column assume that no such forfeitures will occur. Of such contributions, 30% are paid quarterly in the month following each calendar quarter of 2018 and the remaining 70% will be paid in 2019. |
Contributions made to each of our NEOs’ profit sharing trust account with respect to each of the three years ended December 31, 2017, 2016 and 2015, respectively, are set forth in the “Summary Compensation Table” below as part of the “All Other Compensation.”
2019 Executive Officer Cash Profit Sharing (EOCPS) Awards(“EOCPS”) Program Design We, believe that consistent achievement of short-term performance goals is likely to result in long-term growth and increased shareholder value. We, therefore, maintain anthe EOCPS Plan for our executive officers, and asimilar to the cash profit sharing plan maintained for other qualified employees, to motivate them to achieve these short-term performance goals,goals. We believe that both of which we believethese plans have significantly contributed to our growth. TheHistorically, the EOCPS Plan helped us meet the requirements of Internal Revenue Code sectionSection 162(m) for us to potentially fully deduct the cash awards granted to our NEOs in excess of the $1,000,000 limit as “strategic compensation” thereunder.“performance-based compensation.” While the performance-based exception under sectionSection 162(m) was repealed by the Tax Cuts and Jobs Act ofDecember 2017 federal tax reform legislation, EOCPS payments made beginning in 2018 will continueor for 2019 continued to be subject to a cap of two times the two caps.NEO’s annual target EOCPS award.
The CLDC is responsible for administrating the EOCPS Plan. The CLDC measures our Company’s or our subsidiaries’ performance against the pre-determined performance goals, which are currently based on our Company’s or our subsidiaries’ operating profits, and approves our NEOs’ individual awards. An EOCPS award ispayouts for 2019 were generally determined by an officer’s applicable percentage of the amount (each,
a “Qualified Amount”) by which the net profit,based on operating income or any other performance goal of the Company or the officer’s relevant branch or subsidiary, including Simpson Strong-Tie Company Inc., our primary operating subsidiary, for the applicable period surpass a qualifying level for the Company, branch or subsidiary for that same period, a threshold that must be exceeded before the award may be made to the officer.achievement versus pre-determined quarterly and annual goals.
Under the EOCPS Plan, any earned award will be paid at such time as determined by the CLDC as long as all awards with respect to periods within a fiscal year are paid by March 15 of the succeeding fiscal year. We currently pay four quarterly awards and one annual awards out ofaward based on our achievement versus our pre-determined operating income goals for such quarters and the portion of our profits that exceeded a specified qualifying level to our NEOs.full year. For each of the four quarters in a year, a NEO will receive the awardsearn an aggregate award payout based on 50% of his or her applicable individual percentage of the respective quarterly Qualified Amount.annual target award opportunity. As for the 40 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS last payment, the NEO will receiveearn an award payout based on the awards based onremaining 50% of his or her applicable individual percentage of the annual Qualified Amount for that year.target award opportunity. The effect of the five payments (four quarterly and one annual) is to increase the target amount of awards made following the end of the year (the target annual award equaling the sum of the four target quarterly awards)awards equaling the target annual award), with the year-end awards contingent on achieving the Qualified Amountperformance versus the operating income goals established for the entire year. If the qualified operating profitincome achievement is less than the qualifying levelthreshold goal in one or more quarters,any quarter, our NEOs will receive no quarterly EOCPS paymentsaward payment for such quarters.quarter. If the annual qualified operating profitincome achievement is less than the annual qualifying levelthreshold goal for athe year, our NEOs will receive no EOCPS award payments for the annual EOCPS awards followingportion of the year endaward, but may still receive one or more quarterly EOCPS payments during the year. If the qualified operating profitincome achievement is less than the qualifying levelthreshold goal in each quarter and for the annual qualified operating profit is less than the annual qualifying level,full year, our NEOs will receive no EOCPS awardsaward payouts for that year. We compute the Qualified Amount, if any, as the difference between the actual operating profit and the actual qualifying level. The Qualified Amount is the basis for the computation of amounts available to be distributed under both our EOCPS Plan and our Cash Profit Sharing Plan for other qualified employees. The CLDC may adjust the pool and their percentage from time to time so that our EOCPS will continue to create equitable results for our NEOs. We then allocated EOCPS awardsaward opportunities among our NEOs based on their participating percentages as approved by the CLDC at the beginning of the year based on the officer’s levelofficers’ levels of responsibility and contribution to the success of the Company or the home office operating unit. Unless the composition or responsibilities of our NEOs change, their participating percentagesaward opportunities generally do not change substantially from year to year, although the CLDC has discretion to make any changes that it considers appropriate. 2017
2019 Operating ProfitIncome Achievements and EOCPS Awards The CLDC has determined to use qualifiedthe operating profitsincome of Simpson Strong-Tie Company Inc., our primary operating subsidiary, as the performance goalsmetric for 20182019 under the EOCPS Plan,Plan. Target award payouts were set for each NEO relative to base salary. The EOCPS minimum payout hurdle was met if 80% of the same methodology used in 2017pre-established target operating income goal was met, and prior fiscal yearspayment for such minimum performance was equal to measure Qualified Amounts under50% of the EOCPS Plan.NEO’s award payout target. Qualified operating
Operating profit of Simpson Strong-Tie Company Inc. is generally calculated as follows: Income from operations | | Plus: | Stock compensation charges |
Certain incentive compensation and commissions
Salaried pension contributions
Self-insured workers’ compensation costs
| | Equals: | Qualified operating profit |
The CLDC established the 20172019 quarterly and annual qualifying level at $130,000,000threshold, target and maximum operating profit goals, all of which are tied to the 2017 quarterly qualifying level at $32,500,000, respectively. Our annual2019 budget, as follows (actual results against goals also shown): | | Threshold Operating Profit | | | $37,928,000 | | | $69,168,000 | | | $66,936,000 | | | $49,088,000 | | | $223,120,000 | | | | Target Operating Profit | | | $47,410,000 | | | $86,460,000 | | | $83,670,000 | | | $61,360,000 | | | $278,900,000 | | | | Maximum Operating Profit | | | $66,374,000 | | | $121,044,000 | | | $117,138,000 | | | $85,904,000 | | | $316,105,260 | | | | Actual Operating Profit | | | $45,049,000 | | | $67,468,000 | | | $75,293,000 | | | $44,081,000 | | | $231,892,000 | |
Regarding these goals, threshold operating profit represented 80% of the target operating profit for the quarter or full year, while maximum qualified operating profit qualifying levelrepresented 140% of the target operating profit for the quarter or 113.34% of the target operating profit for the full year. The goal levels were established on a subjective basis by the CLDC based on its judgment and targetevaluation of the seasonality of the Company’s business. The program was changed in 2019 to reflect a more market approach of paying awards not under a “pool” concept, but for percentage achievement against quarterly and annual Qualified Amounts for 2017 are as follows:performance goals that were pre-established by the CLDC based on its subjective judgment. 2020 Proxy Statement | | | | | | | 41 |
| | | | | | | 2017 EOCPS Targets | | Target Annual Qualified Operating Profit | $ | 228,800,000 |
| | Less: Qualifying Level | 130,000,000 |
| | Target Annual Qualified Amount | $ | 98,800,000 |
|
TABLE OF CONTENTS
The threshold target, and maximum annual amounts that may be paid out under the EOCPS Plan to each of our NEOs for 2017 are2019 were as follows: | | | | | | | | | | | | | 2017 Target Annual Payouts(1) | | 2017 Maximum Annual Payouts | | Karen Colonias | | $ | 740,000 |
| | $ | 1,480,000 |
| | Brian J. Magstadt | | 250,000 |
| | 500,000 |
| | Ricardo Arevalo | | 230,000 |
| | 460,000 |
| | Roger Dankel | | 230,000 |
| | 460,000 |
|
| | Karen Colonias | | | $387,500 | | | $775,000 | | | $1,550,000 | | | | Brian J. Magstadt | | | $125,000 | | | $250,000 | | | $500,000 | | | | Roger Dankel | | | $115,000 | | | $230,000 | | | $460,000 | | | | Kevin Swartzendruber | | | $72,225 | | | $144,450 | | | $288,900 | | | | Ricardo Arevalo | | | $115,000 | | | $230,000 | | | $460,000 | |
| | | Amounts (four quarterly and one annual awards)award) expected to be paid to the NEO for 20172019 if 20172019 qualified operating profit of Simpson Strong-Tie Company Inc. is $228,800,000.was $278,900,000. |
QualifiedThreshold payout levels represented 50% of the target payout levels, and maximum payout levels represented 200% of the target payout levels. Further, payout levels were allocated across the performance periods, based on the seasonality of our planned profits, as follows: 8.5% for first quarter; 15.5% for second quarter; 15.0% for third quarter; 11.0% for fourth quarter; and 50% for the full year. Based on actual achievement of qualified operating profit during each quarter and for eachthe full year 2019, the NEOs earned 57.9% payout of full year 2019 target amounts which represents 83.2% performance achievement during the four quarters of 2017 and the full-year 2017 and the resulting company-wide and home office branch Qualified Amounts are set forth in the table above:full year 2019. | | | | | | | | | | | | | | Quarter | Actual Qualified Operating Profit | | Qualifying Level | | Qualified Amount | | First | $ | 39,665,404 |
| | $ | 32,500,000 |
| | $ | 7,165,404 |
| | Second | 62,304,143 |
| | 32,500,000 |
| | 29,804,143 |
| | Third | 59,204,106 |
| | 32,500,000 |
| | 26,704,106 |
| | Fourth | 37,322,912 |
| | 32,500,000 |
| | 4,822,912 |
| | Full Year | $ | 198,496,565 |
| | $ | 130,000,000 |
| | $ | 68,496,565 |
|
TheBased on these results, the payouts for our NEOs for each of the 4 quarters of 2017 and the full-year 2017full year 2019 were as follows:
| | | | | | | | | | | | | | | | NEO/Quarter | Individual Share (%) | 50% of Individual Shares (%) | Individual Share of Qualified Amount ($)(1) | Rounding Adjustments ($)(2) | Payouts ($) | | Karen Colonias | | | | | | | First | 0.7490 | % | 0.3745 | % | $ | 26,834 |
| $ | — |
| $ | 26,834 |
| | Second | 0.7490 | % | 0.3745 | % | 111,617 |
| (3 | ) | 111,614 |
| | Third | 0.7490 | % | 0.3745 | % | 100,007 |
| (2 | ) | 100,005 |
| | Fourth | 0.7490 | % | 0.3745 | % | 18,062 |
| — |
| 18,062 |
| | Full Year | 0.7490 | % | 0.3745 | % | 256,520 |
| (4 | ) | 256,516 |
| | | | | | | $ | 513,031 |
| | Brian J. Magstadt | | | | | | | First | 0.2530 | % | 0.1265 | % | $ | 9,064 |
| $ | 2 |
| $ | 9,066 |
| | Second | 0.2530 | % | 0.1265 | % | 37,702 |
| 6 |
| 37,708 |
| | Third | 0.2530 | % | 0.1265 | % | 33,781 |
| 5 |
| 33,786 |
| | Fourth | 0.2530 | % | 0.1265 | % | 6,101 |
| 1 |
| 6,102 |
| | Full Year | 0.2530 | % | 0.1265 | % | 86,648 |
| 13 |
| 86,661 |
| | | | | | | $ | 173,323 |
| | Roger Dankel | | | | | | | First | 0.2328 | % | 0.1164 | % | $ | 8,341 |
| $ | (1 | ) | $ | 8,340 |
| | Second | 0.2328 | % | 0.1164 | % | 34,692 |
| (1 | ) | 34,691 |
| | Third | 0.2328 | % | 0.1164 | % | 31,084 |
| (1 | ) | 31,083 |
| | Fourth | 0.2328 | % | 0.1164 | % | 5,614 |
| — |
| 5,614 |
| | Full Year | 0.2328 | % | 0.1164 | % | 79,730 |
| (2 | ) | 79,728 |
| | | | | | | $ | 159,456 |
| | Ricard M. Arevalo | | | | | | | First | 0.2328 | % | 0.1164 | % | $ | 8,341 |
| $ | (1 | ) | $ | 8,340 |
| | Second | 0.2328 | % | 0.1164 | % | 34,692 |
| (1 | ) | 34,691 |
| | Third | 0.2328 | % | 0.1164 | % | 31,084 |
| (1 | ) | 31,083 |
| | Fourth | 0.2328 | % | 0.1164 | % | 5,614 |
| — |
| 5,614 |
| | Full Year | 0.2328 | % | 0.1164 | % | 79,730 |
| (2 | ) | 79,728 |
| | | | | | | $ | 159,456 |
|
(1) | The amount is calculated by multiplying the Qualified Amount with 50% of the applicable individual share (%). |
Karen Colonias | | | $ 448,532 | | (2) | The amount represents rounding differences between the amounts used in the actual calculations and the amount calculated using the rounded amounts presented in the tables above.Brian J. Magstadt | | | $ 144,688 | | | | Roger Dankel | | | $ 133,112 | | | | Kevin Swartzendruber | | | $83,600 | | | | Ricardo Arevalo | | | $ 133,112 | |
EOCPS awards paid to each of our NEOs with respect to each of the three years ended December 31, 2019, 2018 and 2017, 2016 and 2015, respectively, if applicable, are set forth in the “2019 Summary Compensation Table” below. 2018 EOCPS Awards Outlook
Based on its review and Mercer’s recommendation, the CLDC decided to continue our current EOCPS structure for 2018. As a result, the 2018 awards under the EOCPS Plan are also expected to be made through five payments, with each of the first four payments to be made quarterly and the last payment to be made at following 2018. For each of the four quarters in 2018, a NEO will receive the awards based on his or her applicable individual percentage of the respective quarterly Qualified Amount. As for the last payment, the NEO will receive the awards based on his or her applicable individual percentage of the annual Qualified Amount for 2018. The CLDC has determined to use 2018 qualified operating profit of Simpson Strong-Tie Company Inc. as the performance goal for 2018.
Qualified operating profit of Simpson Strong-Tie Company Inc. is generally calculated as follows:
Income from operations
| | Plus: | Stock compensation charges |
Certain incentive compensation and commissions
Salaried pension contributions
Self-insured workers’ compensation costs
| | Equals: | Qualified operating profit |
The CLDC has also established the 2018 annual qualifying level at $130,000,000 and the 2018 quarterly qualifying level at $32,500,000, respectively. Our annual target qualified operating profit, qualifying level and target annual Qualified Amounts for 2018 are as follows:
| | | | | | | 2018 EOCPS Targets | | Target Annual Qualified Operating Profit | $ | 228,800,000 |
| | Less: Qualifying Level | 130,000,000 |
| | Target Annual Qualified Amount | $ | 98,800,000 |
|
The target and maximum annual amounts that may be paid out under the EOCPS Plan to each of our NEOs for 2018 are as follows:
| | | | | | | | | | | | | 2018 Target Annual Payouts(1) | | 2018 Maximum Annual Payouts | | Karen Colonias | | $ | 740,000 |
| | $ | 1,480,000 |
| | Brian J. Magstadt | | 250,000 |
| | 500,000 |
| | Ricardo Arevalo | | 230,000 |
| | 460,000 |
| | Roger Dankel | | 230,000 |
| | 460,000 |
| | Kevin Swartzendruber | | 130,000 |
| | 260,000 |
|
___
| | (1) | Amounts (four quarterly and one annual awards) expected to be paid to the NEO for 2018 if 2018 qualified operating profit of Simpson Strong-Tie Company Inc. is $228,800,000. |
2019 Long-Term Equity Awards Our NEOs’ long-term compensation is entirely equity-based. We grant equity awards to our key employees, including our NEOs and our independent directors pursuant to the Company’s current equity incentive plan, the amended and restated 2011 Incentive Plan (the “2011 Incentive Plan”). For additional information regarding the 2011 Incentive Plan, please refer to Exhibit A of Simpson Manufacturing Co., Inc.'s Schedule 14A Proxy Statement dated March 9, 2015, which is a complete copy of the 2011 Incentive Plan. Restricted Stock Units In 2017, we awarded 606,299 restricted stock units to our employees, including out NEOs, and 10,066 restricted stock units awarded to our independent directors, and no stock options. We awarded such restricted stock units in the first quarter of 2017 on the day that the CLDC meets to approve the awards based on the achievement of our qualified operating profit goals set by the Board for the preceding fiscal year.General.
Our NEOs’ 20172019 awards of restricted stock units were made in the following two forms: | | | time-based restricted stock units (“RSUs”) that vest in equal installments overare subject to a periodthree-year staggered vesting with 20%, 40% and 40% generally vesting on each of years;the first, second and third anniversary of the grant date, respectively; and |
| | | performance-based restricted stock units (“PSUs”) that generally vest based on the achievement of both revenue growth and long-term shareholderstockholder returns at the end of a multi-yearthree- year performance period. |
RSUs accounted for approximately 34%20% of the 20172019 target equity awards of our NEOs (other than our CEO) while PSUs accounted for the other 66%remaining 80%. See "2017 CEO Compensation Summary" aboveIn terms of target equity award values: Ms. Colonias’ target award value increased by $570,000 from $1,530,000 in 2018 to $2,100,000 in 2019; Mr. Magstadt’s target award value was unchanged from its 2018 level of $550,000; Mr. Dankel’s and Mr. Arevalo’s target award values each increased by $30,000 from $425,000 in 2018 to $455,000 in 2019; and Mr. Swartzendruber’s target award value increased by $40,000 from $175,000 in 2018 to $215,000 in 2019. The motivation for our CEO's 2017 RSU and PSU split.the year-over-year changes in target award values was the CLDC’s subjective evaluation of peer market data as provided by Mercer. 42 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS Our NEOs’ 20172019 RSU Awards On granting RSU awards, the CLDC established, and specified in the grant agreement, the vesting schedule for the awards. The number of shares of our common stock subject to RSU awards will generally vest periodically in increments over years.
Because we achieved our qualified operating profit goal for 2016 ($152,406,000), in February 2017,Awards. In 2019, the CLDC granted each of our NEOs RSUs as indicated below:
| | | | Named Executive Officer | | | Shares Under 2017
2019 RSUs | | | | Karen Colonias | 24,900 |
| 7,459 | | | | Brian J. Magstadt | 10,375 |
| 1,955 | | Ricardo Arevalo | 7,260Roger Dankel |
| | 1,616 | | Roger Dankel | 7,260Kevin Swartzendruber |
| | 764 | | | | Ricardo Arevalo | | | 1,616 | |
With respect to our NEOs’ 2017 RSU awards, one fourth of the shares of our common stock subject to the awards vested or will vest on the award date and each of the first, second and third anniversaries thereof. See “Accelerated Vesting and Payout” and “Potential Payments on Termination or Change in Control” below for a discussion onof potential early vesting of such RSU awards.
Our NEOs’ 20172019 PSU Awards Awards.The CLDC set the performance goals for our NEOs’ 20172019 PSU awards in early 2017, which consist2019, with 50% of one set ofthe goals based on the Company’s revenue growth (the “Revenue Growth Goals”) and another set of goalsthe remaining 50% based on the return on our shareholders’ invested capitalROIC (the “ROIC Goals”). Our NEOs’ 20172019 PSUs would beare measured against such goals for a three-year cliff-vesting performance period starting on January 1, 2017,2019, and ending on December 31, 2019.2021. The CLDC also determined that, during the performance period, half of the 2017 PSU awards to be granted to each of our NEOs would be measured against the Revenue Growth Goals and the other half would be measured against the ROIC Goals. Consequently, the number of PSU shares that would vest in favor of a NEO under his or her 20172019 PSU awards is between 0% and 120%200% of his or her adjusted target shares,award opportunity, depending on the extent to which the performance goals wouldwill have been achieved at the end of 2019.2021. The number of the adjusted target shares of our common stock and the maximum amount of shares of common stock that could potentially vest under the 20172019 PSU awards granted to each of our NEOs is as follows: | | Karen Colonias | | | 29,834 | | | 59,668 | | | | Brian J. Magstadt | | | 7,812 | | | 15,624 | | | | Roger Dankel | | | 6,464 | | | 12,928 | | | | Kevin Swartzendruber | | | 3,054 | | | 6,108 | | | | Ricardo Arevalo | | | 6,464 | | | 12,928 | |
| No fractional shares will be issued pursuant to any PSU award and, therefore, any fractional shares may be forfeited or otherwise eliminated as determined by the CLDC. |
Our Participating NEOs’ 2017-2019 PSU Awards.The CLDC set the performance goals for 2017 PSU awards for all NEOs except Mr. Swartzendruber in early 2017. These PSUs were fully “at-risk” and were to vest only on achievement of compounded annual revenue growth and average ROIC performance metrics in a 2017-2019 | | | | | | | | | | | Adjusted Target PSU Shares Under 2017 PSU Awards(1) | | Maximum PSU Shares Under 2017 PSU Awards(2) | Karen Colonias(3) | | 35,874 |
| | 43,048 |
| | Brian J. Magstadt | | 20,781 |
| | 24,937 |
| | Ricardo Arevalo | | 14,541 |
| | 17,449 |
| | Roger Dankel | | 14,541 |
| | 17,449 |
|
____________
(1) As adjustedmeasurement period. See “Outstanding Equity Awards at 2019 Fiscal Year End” for the accounting fair valuethreshold, target and maximum metric levels associated with this award. Actual performance results for the 2017-2019 performance period were 9.7% compounded annual revenue growth (earning approximately 97% of the initially decided performance goals astarget PSUs for this metric) and 13.3% average ROIC (earning 120% of the award date.
(2) No fractional shares will be issued pursuant to any PSU award, and therefore, any fractional shares may be forfeited or otherwise eliminated as determined by the CLDC.
(3) The target PSU sharesPSUs for our CEO calculated based on the achievementthis metric), resulting in a total payout of our 2016 revenue goal were reduced by 13,784 shares as determined by the CLDC before being adjustedapproximately 108.5% for the award date accounting fair value of2017 PSU awards to the TSR-based performance goals.participating NEOs.
Our NEOs’Payouts for the 2017 Total Awards of Restricted Stock Units
Therefore,PSU awards for the maximum number of shares of our common stock that could potentially vest under each of our NEOs’ 2017 RSUs and 2017 PSUs areparticipating NEOs was as follows:
| | Karen Colonias | | | 38,940 | | | | Brian J. Magstadt | | | 22,557 | | | | Roger Dankel | | | 15,783 | | | | Kevin Swartzendruber | | | N/A | | | | Ricardo Arevalo | | | 15,783 | |
| No fractional shares will be issued pursuant to any PSU award and, therefore, any fractional shares may be forfeited or otherwise eliminated as determined by the CLDC. |
| | | | | | | | | | | | | | Maximum Shares(1) | | | | RSU Shares | | Maximum PSU Shares | | Total | | Karen Colonias | | 24,900 |
| | 43,048 |
| | 67,948 |
| | Brian J. Magstadt | | 10,375 |
| | 24,937 |
| | 35,312 |
| | Roger Dankel | | 7,260 |
| | 17,449 |
| | 24,709 |
| | Ricardo Arevalo | | 7,260 |
| | 17,449 |
| | 24,709 |
|
____________
(1) The 2011 Incentive Plan, as approved by shareholders at our 2015 annual meeting of shares, limits awards of restricted stock units to any one participant in any calendar year intended to qualify for the performance-based exception from the tax deductibility limitations of Internal Revenue Code section 162(m) to 100,000 shares.
Equity awards granted to each of our NEOs with respect to each of the three years ended December 31, 2017 are set forth in the “Summary Compensation Table” below.
Potential Accelerated Vesting and Payout Under the current 2011 Incentive Plan, the vesting of restricted stock units may accelerate in two situations. First, when an employee ceases employment with us upon his or her retirement (depending on whether the employee meets certain age and/orand service tenure conditions), death or disability, all of the employee’s unvested restricted stock units vest. Second, all outstanding restricted stock units ofheld by an employee vest on a change in our control that involves a substantial change in his or her terms of employment or involuntary termination. In addition, the CLDC may cause awards granted pursuant to the 2011 Incentive Plan, including awards to our NEOs, to vest earlier in certain other situations.situations, at its discretion. Our NEOs have entered into grant agreements with the Company with respect to their 20172019 PSU and RSU awards, which agreements provide for early vesting in case of death or disability. The 20172019 grant agreements also provide that, for the PSU or RSU awards to vest ahead of schedule, a recipient may retire at age 55 after having worked at the Company or its subsidiaries for 15 years (but for each year that the recipient delays his or her retirement after reaching age 55, he or she may work one year less and still retire). In addition, to increase the compatibility of the awards with the Internal Revenue Code sectionSection 409A and avoid potential negative tax implications for the recipient and the Company, the grant agreements for 20172019 RSU awards provide that, in case the awards vest ahead of 2020 Proxy Statement | | | | | | | 43 |
TABLE OF CONTENTS schedule and are determined by the CLDC to be subject to sectionSection 409A, they may only be paid out in the enumerated situations as allowed under sectionSection 409A. In particular, in case a recipient is a specified employee under Section 409A, the awards cannot be paid out until the date that is six months after the employee’s separation of service, which generally is when the employee completely stops working for the Company and its subsidiaries. Similarly, the 20172019 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 20172019 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. Change in Control or Asset Sale The 2011 Incentive Plan currently provides that, on a change in control of the Company, if the surviving or resulting entity refuses to continue the PSU or RSU awards and does not substitute similar awards, and if the nature and terms of employment or engagement, including compensation and benefits, of a recipient will change significantly as a result of the change in control, then the awards will vest ahead of schedule. Individual grant agreements may alter this default arrangement. Our NEOs’ 20172019 grant agreements do not change the default rule under the 2011 Incentive Plan, but additionally provide that, in the case of an asset sale, the PSU or RSU awards will vest ahead of schedule in certain situations, including where a recipient is not subsequently employed or engaged by the surviving or resulting entity or the successor to the sold business or there is a significant change in the nature and terms of the subsequent employment or engagement of the recipient. For ease of administration, our NEOs’ 20172019 grant agreements also use a broader definition, “sale event,” to encompass both change-in-control
and asset-sale situations, and therefore override the 2011 Incentive Plan with respect to any change in control of the Company affecting the awards thereunder. In addition, in order to provide a double-trigger“double-trigger” accelerated vesting mechanism, as recommended by proxy advisors, our NEOs’ 20172019 grant agreements for PSU and RSU awards require that for the PSU or RSU awards to vest ahead of schedule on a sale event, a NEO’s employment with the Company and its subsidiaries (or the acquiring, surviving or resulting entity) will first need to be terminated, either by the officer for good reason or by his or her employer without cause within 2two years from the sale event. In case of early vesting of the PSU awards because of a sale event, the PSU shares thereunder will be subject to the proration described in the “Potential Accelerated Vesting and Payout” section above. See “Potential Payments on Termination or Change in Control” below for a more detailed discussion on early vesting of our NEOs’ PSU and RSU awards. Cap through 2017
2019 Profit Sharing Trust Contributions The Company and its U.S. subsidiaries maintain a defined contribution profit sharing trust plan for U.S.-based non-union employees, including our NEOs, while some of our non-U.S. subsidiaries maintain similar plans for their employees. An employee is eligible for participation in a given calendar year if he or she is an employee on Annual Awards under the Equity Incentive Plan Underfirst and last days of that year and completes the 2011 Incentive Plan,minimum service requirement during that year. As of December 31, 2019, the maximum aggregate numberminimum service requirement was at least 1,000 hours of service. We currently make contributions to employees’ profit sharing trust accounts in amounts equal to 7% of the shares underlying anyemployees’ qualifying salaries or wages (regular plus overtime pay), which amounts are subject to a 6-year vesting period. We contribute an additional 3% of their qualifying salaries or wages to their profit sharing trust accounts each quarter to comply with the safe-harbor rules that govern the plan.
The safe-harbor contribution is not forfeitable and all RSU and PSU awards issuable or deliverablefully vests when the contribution is made. The plan limits trust contributions to such officer in any calendar year that are intended to qualifyamounts deductible for the performance-based exception from thefederal income tax deductibility limitationspurposes under Section 404(a) of Internal Revenue Code section 162(m) cannot exceed 100,000 shares.of 1986, as amended (the “Internal 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. Our CEO, CFO and Vice President of Human Resources are currently trustees of the profit sharing trust plan. All our participating employees under the plan, including our NEOs, are entitled to proportionate shares of forfeited contributions from employees who terminate their employment with us before such contributions fully vest. The plan also includes a 401(k) 44 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS feature that allows our employees, including our NEOs, to contribute their pre-tax and/or Roth IRA earnings in addition to the amounts that we contribute to their accounts. We generally view our contributions to employees’ profit sharing trust accounts as serving a similar objective as salaries. The table below sets forth, for each of our NEOs’ 2017 RSU and PSU awards are subjectNEOs, the contribution that was made to this limitation. With respecthis or her respective profit sharing trust account for 2019, as compared to equity awards made beginning in 2018, however, the performance-based exception under section 162(m) was repealed by the Tax Cuts and Jobs Act of 2017. 2018 Equity Awards
We will grant RSUs and PSUs to our NEOs in 2018, with the target shares being split 20% and 80% between a NEO’s 2018 RSU awards and his or her 2018 PSU awards.profit sharing trust contribution:
Our NEOs’ 2018 RSU awards as indicated in the table below will vest over the three years from the effective date of the award, with 20% of the RSUs expected to vest after one year, 40% of the RSUs expected to vest after two years and 40% of the RSUs expected to vest after three years:
| | Karen Colonias, President and Chief Executive Officer | | | $ 27,500 | | | $ 28,000 | | | | Brian J. Magstadt, Chief Financial Officer and Treasurer | | | $27,500 | | | $28,000 | | | | Roger Dankel, President of North American Sales,
Simpson Strong-Tie Company, Inc. | | | $27,500 | | | $28,000 | | | | Kevin Swartzendruber, Senior Vice President, Finance | | | $27,500 | | | $28,000 | | | | Ricardo Arevalo, Former Chief Operating Officer,
Simpson Strong-Tie Company Inc. | | | $27,500 | | | $28,000 | |
| | | | Named Executive Officer | Shares Under 2018 RSUs | Karen Colonias | 5,320 |
| Brian J. Magstadt | 1,912 |
| Ricardo Arevalo | 1,479 |
| Roger Dankel | 1,479 |
| Kevin Swartzendruber | 609 |
If we employed the NEO on December 31, 2019, or if he or she retires during 2020 after reaching the age of 60, we will contribute to his or her profit sharing trust account 10% of his or her salary (including the 3% safe-harbor contribution), with a contribution limit of $28,000 for 2019, plus a pro-rata share of forfeited contributions from employees who terminate their employment before such contributions fully vest. The amounts in this column reflect that no such forfeitures occurred. Of such contributions, 30% were paid quarterly in the month following each calendar quarter of 2019 and the remaining 70% is being paid in 2020. |
Similar to their 2017 PSU awards, our NEOs’ 2018 PSU awards are subject to performance goals consisting of Revenue Growth Goals and ROIC Goals, and half of the 2018 PSU awards would be measured against the Revenue Growth Goals and the other half would be measured against the ROIC Goals for a three-year cliff-vesting performance period starting on January 1, 2018, and ending on December 31, 2020. Consequently, the number of PSU shares that would vest in favor of a NEO under his or her 2018 PSU awards is between 0% and 200% of his or her target shares, depending on the extent to which the performance goals would have been achieved at the end of 2020. 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 2018 PSU awards grantedContributions made to each of our NEOs is as follows:
| | | | | | | | | | | Target PSU Shares Under 2018 PSU Awards | | Maximum PSU Shares Under 2018 PSU Awards(1) | | Karen Colonias | | 21,274 |
| | 42,548 |
| | Brian J. Magstadt | | 7,648 |
| | 15,296 |
| | Ricardo Arevalo | | 5,908 |
| | 11,816 |
| | Roger Dankel | | 5,908 |
| | 11,816 |
| | Kevin Swartzendruber | | 2,432 |
| | 4,864 |
|
____________
| | (1) | No fractional shares will be issued pursuantNEOs’ profit sharing trust accounts with respect to any PSU award, and therefore, any fractional shares may be forfeited or otherwise eliminated as determined by the CLDC. |
Therefore, the maximum number of shares of our common stock that could potentially vest under each of our NEOs’the three years ended December 31, 2019, 2018 RSUs and 2018 PSUs
2017, respectively, if applicable, are set forth in the “2019 Summary Compensation Table” below as follows:part of the “All Other Compensation.” 2020 Proxy Statement | | | | | | | 45 |
| | | | | | | | | | | | | | Maximum Shares | | | | RSU Shares | | Maximum PSU Shares | | Total | | Karen Colonias | | 5,320 |
| | 42,548 |
| | 47,868 |
| | Brian J. Magstadt | | 1,912 |
| | 15,296 |
| | 17,208 |
| | Ricardo Arevalo | | 1,479 |
| | 11,816 |
| | 13,295 |
| | Roger Dankel | | 1,479 |
| | 11,816 |
| | 13,295 |
| | Kevin Swartzendruber | | 609 |
| | 4,864 |
| | 5,473 |
|
TABLE OF CONTENTS
Comparative Market Information in the Executive Compensation-Setting Process Designation of Peer Companies for Setting Executive Compensation BasedThe Company maintains a benchmarking peer group that includes certain companies in the building products or construction material industries that we consider our peer companies for setting compensation for NEOs. The peer group is evaluated on an annual basis to assess its continued appropriateness based on a number of factors including: industry, revenues, and shareholder feedback, Mercer’s advice,feedback. These companies designated as peers individually had revenues between $0.4 million and $2.1 billion in 2018, which values are approximately 0.4 to 2.1 times the latest guidelines from proxy advisors, and peer companies’ practices, among other considerations, theCompany’s 2018 revenue. The following 16 companies in the building products or construction material industries arewere considered our peer companies forin the process of setting compensation for NEOs. Headwaters Incorporated, which was included in our peer companiesNEOs for our 2017 proxy statement, was acquired by Boral Limited in May 2017 and accordingly, is no longer included after the acquisition date.2019. These peer companies had revenues between $0.4 million and $2.0 billion in 2016, which are approximately 0.4 to 2.3 times the Company’s 2016 revenue.
The 16 companies and the Company, ranked based on their 20162018 revenues, are set forth below:
| | | | | | | | | | | 2016 Revenues (in thousands) | | 2016 Assets (in thousands) | | AAON, Inc. | $ | 384,000 |
| | $ | 257,000 |
| | Insteel Industries, Inc. | 419,000 |
| | 293,000 |
| | PGT Innovations, Inc. | 459,000 |
| | 437,000 |
| | Continental Building Products, Inc. | 461,000 |
| | 635,000 |
| | Trex Company, Inc. | 480,000 |
| | 221,000 |
| | Simpson Manufacturing Co., Inc. | 861,000 |
| | 980,000 |
| | Quanex Building Products Corp. | 928,000 |
| | 780,000 |
| | American Woodmark Corp. | 947,000 |
| | 467,000 |
| | Gibraltar Industries, Inc. | 1,008,000 |
| | 918,000 |
| | Apogee Enterprises, Inc. | 1,115,000 |
| | 785,000 |
| | Eagle Materials Corp. | 1,143,000 |
| | 1,884,000 |
| | U.S. Concrete, Inc. | 1,168,000 |
| | 945,000 |
| | Patrick Industries, Inc. | 1,222,000 |
| | 535,000 |
| | Summit Materials, LLC | 1,626,000 |
| | 2,781,000 |
| | NCI Building Systems, Inc. | 1,685,000 |
| | 1,058,000 |
| | Ply Gem Holdings, Inc. | 1,912,000 |
| | 1,258,000 |
| | Masonite International Corp. | 1,974,000 |
| | 1,476,000 |
|
| | Insteel Industries, Inc. | | | $ 389,000 | | | $ 283,000 | | | | AAON, Inc. | | | 405,000 | | | 297,000 | | | | Continental Building Products, Inc. | | | 489,000 | | | 642,000 | | | | PGT Innovations, Inc. | | | 511,000 | | | 453,000 | | | | Trex Company, Inc. | | | 565,000 | | | 326,000 | | | | Quanex Building Products Corp. | | | 867,000 | | | 774,000 | | | | Armstrong World Industries | | | 894,000 | | | 1,874,000 | | | | Simpson Manufacturing Co., Inc. | | | 977,000 | | | 1,038,000 | | | | Gibraltar Industries, Inc. | | | 987,000 | | | 991,000 | | | | American Woodmark Corp. | | | 1,250,000 | | | 1,645,000 | | | | Apogee Enterprises, Inc. | | | 1,326,000 | | | 1,022,000 | | | | Advanced Drainage Systems, Inc. | | | 1,330,000 | | | 1,043,000 | | | | U.S. Concrete, Inc. | | | 1,336,000 | | | 1,276,000 | | | | Eagle Materials, Inc. | | | 1,387,000 | | | 2,368,000 | | | | Patrick Industries, Inc. | | | 1,636,000 | | | 867,000 | | | | Summit Materials, Inc. | | | 1,933,000 | | | 3,787,000 | | | | Masonite International Corp. | | | 2,033,000 | | | 1,680,000 | |
MercerOur compensation consultant gathered data on the salary, bonus, total cash compensation, long-term incentives and total direct compensation paid in 2016 2018 by such 16these peer companies to support the CLDC’s compensation decisions. Other Compensation Considerations and Practices The Board believes that it is in the best interests of the Company and its shareholdersstockholders to create and maintain a company culture that emphasizes integrity and accountability and a compensation philosophy that focuses on pay-for-performance. Our shareholders currently have The Board has determined that an annual advisory vote by our stockholders on the opportunitycompensation of our NEOs allows stockholders to voteprovide timely, direct input on our NEOs’ compensation every year.philosophy, policies and practices. The Board continues to believe that such an annual vote is consistent with our continuing efforts to engage in an open dialogue with our stockholders on the compensation of our NEOs and related governance matters and therefore is in the best interests of our stockholders. In addition, all of our NEOs are subject to and currently in compliance with our compensation and governance guidelines and policies described in detail below. Board-Recommended Frequency of the Shareholder Advisory Vote on NEO Compensation
The Board has determined that an annual advisory vote by our shareholders on the compensation of our NEOs allows shareholders to provide timely, direct input on our compensation philosophy, policies and practices. The Board continues to believe that such an annual vote is consistent with our continuing efforts to engage in an open dialogue with our shareholders on the compensation of our NEOs and related governance matters and therefore is in the best interests of our shareholders.
46 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS Stock Ownership Guidelines for NEOs The Board seeks a strong alignment of the interests of our management and shareholdersstockholders and maintains robust stock ownership guidelines for our NEOs. The guideline counts only common stock owned by our NEOs and does not include their stock options or RSUs. unvested RSUs and PSUs. Each continuing NEO has until 2020, or five years from becoming a NEO, to comply with his or her guideline. The guideline for stock ownership for each of our continuing NEOs is as follows:
| | | | | | | Stock Ownership Guideline | | Karen Colonias | $ | 3,000,000 |
| | Brian J. Magstadt | 700,000 |
| | Roger Dankel | 700,000 |
| | Ricardo Arevalo | 700,000 |
|
| | Karen Colonias | | | $ 3,000,000 | | | | Brian J. Magstadt | | | 700,000 | | | | Roger Dankel | | | 700,000 | | | | Kevin Swartzendruber | | | 150,000 | | | | Ricardo Arevalo | | | 700,000 | |
Restrictions on Hedging and Pledging Arrangements for All Employees and Directors The Board believes that it is inappropriate and undesirable for the Company’s directors, officers or employees to engage in hedging or pledging transactions that lock in the value of holdings in the equity securities of the Company or its affiliates, including our common stock, as such transactions allow the insiders to own the Company’s equity securities without the full risks and rewards of ownership and potentially separate the insiders’ interests from the public shareholders.stockholders. The Board has therefore adopted an anti-hedging and anti-pledging policy. Directors, officers, and employees of the Company or any subsidiary of the Company, as well as their designees, are generally prohibited from: (a) purchasing any financial instruments or engaging in any transactions that are designed to hedge or offset or have the effect of hedging or offsetting any decrease in the market value of our equity securities (such as our 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. Executive Compensation Recovery (“Claw-back”) Policy Reinforcing our pay-for-performance compensation philosophy, the Board has adopted a compensation recovery policy to permit the recoupment of executive compensation. If we ever are required to prepare an accounting restatement to correct one or more errors that are material to those financial statements, the Company may recover from any current or former executive officers and any other employees who have been designated by the Board or the CLDC as being subject to this policy (each of such officers or employees, a “Covered Person”), regardless of fault or responsibility, that portion of incentive-based compensation, received by a Covered Person during any Covered Period (defined below) in excess of what would have been paid to a Covered Person during the Covered Period under the accounting restatement. A Covered Period means (1) the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities law, and (2) in case the Company has changed its fiscal year end during the three-year period, the transition period between the new fiscal year that resulted from the change and the prior fiscal year not exceeding nine months. The Board will decide the manner in which the Company seeks and enforces recovery. If, after the Company makes a reasonable attempt to recover, the Board determines that the direct costs of seeking recovery would exceed the recoverable amount, the Company may decide not to seek recovery. 2020 Proxy Statement | | | | | | | 47 |
TABLE OF CONTENTS Material Risk Considerations of Compensation Policies We face various types of risk daily, including market risk, credit risk and currency risk, as well as general business risk. Our compensation programs generally look at longer time frames, currently from one quarter to three or four years. Therefore, we do not feel that they expose us to undue risk-taking. To successfully compete in and expand our markets and to attract and retain talent, however, some risks are unavoidable, such as the risks, uncertainties and factors discussed in the Company’s Annual Report to ShareholdersStockholders on Form 10-K for the period ended December 31, 2017,2019, under the heading Item 1A - “Risk Factors” and the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in some cases are desirable and appropriate. In addition to rewarding our employees for time spent at work and for the achievement of specific performance goals, we also seek to use our compensation programs to balance risk-taking. We believe that our cash profit sharing and equity-based awards promote a measured approach to areas of risk that we face as an organization. While the overall objective of our compensation programs is to increase shareholderstockholder value, we believe they also encourage sound financial management and the safeguarding of our assets. In addition, we believe our compensation programs promote a sense of unity, fairness and cooperation among all of our employees, not just our management, and afford less opportunity and incentive for individual employees to take undue risk in an attempt to increase their own compensation at the expense of the long-term health of the Company. As a result of our review of potential compensation-related risks, we have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
Through our cash profit sharing incentive plans, including the EOCPS Plan, our NEOs and other employees are encouraged to maximize our short-term profits, for example, by increasing revenues and reducing operating costs. The qualifying level component under the EOCPS Plan is intended to reward prudent stewardship of assets and sound allocation of resources. Payouts under the EOCPS Plan are based 50% on quarterly operating profit and 50% on annual operating profit. Accordingly, each of our NEOs receive 4four quarterly payouts and 1one annual payout. If the operating profit or other performance goal is less than the qualifying levelminimum amount in one or more quarters of any year, our NEOs will receive no quarterly payments. In addition, if the annual qualified operating profit or other performance goal is less than the annual qualifying levelminimum amount in a particular year, our NEOs will receive no annual payment following the end of that year but may still receive one or more quarterly payments during the year. We believe that these changes toaspects of the EOCPS Plan reduce the risk that the quarterly time horizon could potentially create opportunities for employees to maximize income in one quarter at the expense of a future quarter. Through our equity-based compensation, including the RSUs and PSUs, our NEOs and other employees are encouraged to drive our continued growth and increase long-term value for our shareholders,stockholders, for example, by growing our revenues and increasing the return on our shareholders’stockholders’ invested capital. Because our NEOs’ and other employees’ equity awards generally vest over several years after grant, the value of such awards is affected by our performance over time. As a result, any attempt to maximize our short-term profits at the expense of our long-term financial health would work against our employees’ incentive to maximize their total compensation. COMPENSATION COMMITTEE REPORT The Compensation, Leadership and Development Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation, Leadership and Development Committee has approved the Compensation Discussion and Analysis to be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report to Stockholders on Form 10-K for the period ended December 31, 2019. | | | | | Gary Cusumano, Chair
James Andrasick
Jennifer Chatman
Robin MacGillivray | |
48 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS SUMMARY COMPENSATION TABLE The table below provides information on all compensation receivedearned by our Named Executive Officers (“NEOs”) - our Principal Executive Officer, our Principal Financial Officer and our twothree other most highly compensated executive officers serving as of December 31, 2019 - from us for all their services provided to us and our subsidiaries in all capacities during the three years ended December 31, 2017.2019. | | | | | | | | | | | | | | | | | | | | | | | | | | | Stock | | Non-Equity Incentive Plan | | All Other | | | | | | | | Salary | | Awards | | Compensation | | Compensation | | Total | | Name and Principal Position | | Year | | ($) | | ($)(1) | | ($)(2) | | ($)(3) | | ($) | | Karen Colonias, | | 2017 | | 740,000 |
| | 2,146,877 |
| | 513,031 |
| | 27,902 |
| (4) | | 3,427,810 |
| | Our President and | | 2016 | | 371,316 |
| | 1,781,207 |
| | 1,860,346 |
| | 27,044 |
| (5) | | 4,039,913 |
| | Chief Executive Officer | | 2015 | | 360,500 |
| | 654,698 |
| | 2,030,656 |
| | 27,044 |
| (6) | | 3,072,898 |
| | | | | | | | | | | | | | | | | Brian J. Magstadt, | | 2017 | | 500,000 |
| | 1,102,092 |
| | 173,323 |
| | 28,393 |
| (4) | | 1,803,808 |
| | Our Chief Financial | | 2016 | | 258,157 |
| | 742,038 |
| | 788,374 |
| | 26,331 |
| (5) | | 1,814,900 |
| | Officer, Treasurer and Secretary | | 2015 | | 250,637 |
| | 271,095 |
| | 557,798 |
| | 26,580 |
| (6) | | 1,106,110 |
| | | | | | | | | | | | | | | | | Roger Dankel | | 2017 | | 460,000 |
| | 771,172 |
| | 159,456 |
| | 27,339 |
| (4) | | 1,417,967 |
| | President of North | | 2016 | | 222,789 |
| | 519,749 |
| | 741,785 |
| | 43,723 |
| (5) | | 1,528,046 |
| | American Sales of Simpson | | 2015 | | 216,300 |
| | 110,569 |
| | 524,835 |
| | 64,274 |
| (6) | | 915,978 |
| | Simpson Strong-Tie | | | | | | | | | | | | | | | Company Inc. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ricardo M. Arevalo | | 2017 | | 460,000 |
| | 771,172 |
| | 159,456 |
| | 27,339 |
| (4) | | 1,417,967 |
| | Chief Operating Officer | | 2016 | | 222,789 |
| | 519,749 |
| | 741,785 |
| | 48,223 |
| (5) | | 1,532,546 |
| | of Simpson Strong-Tie | | 2015 | | 216,300 |
| | 110,569 |
| | 524,835 |
| | 68,375 |
| (6) | | 920,079 |
| | Company Inc. | | | | |
| | |
| | |
| | |
| | | |
|
____________
| | Karen Colonias,
Our President and
Chief Executive Officer
| | | 2019 | | | 775,000 | | | 2,133,682 | | | 448,532 | | | 29,500(4) | | | 3,386,714 | | | | 2018 | | | 740,000 | | | 1,457,671 | | | 730,687 | | | 29,430 | | | 2,957,788 | | | | 2017 | | | 740,000 | | | 2,146,877 | | | 513,031 | | | 27,902 | | | 3,427,810 | | | | | | | | | | | | | | | | | | | | | | | | | | Brian J. Magstadt,
Our Chief Financial Officer
and Treasurer
| | | 2019 | | | 500,000 | | | 558,810 | | | 144,688 | | | 85,750(4) | | | 1,289,248 | | | | 2018 | | | 500,000 | | | 524,003 | | | 246,854 | | | 29,430 | | | 1,300,287 | | | | 2017 | | | 500,000 | | | 1,102,092 | | | 173,323 | | | 28,393 | | | 1,803,808 | | | | | | | | | | | | | | | | | | | | | | | | | | Roger Dankel,
President of North
American Sales of Simpson
Strong-Tie Company Inc.
| | | 2019 | | | 460,000 | | | 462,289 | | | 133,112 | | | 76,360(4) | | | 1,131,761 | | | | 2018 | | | 460,000 | | | 404,897 | | | 227,105 | | | 27,930 | | | 1,119,932 | | | | 2017 | | | 460,000 | | | 771,172 | | | 159,456 | | | 27,339 | | | 1,417,967 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Kevin Swartzendruber,
Senior Vice President, Finance
| | | 2019 | | | 288,900 | | | 218,443 | | | 83,600 | | | 28,613(4) | | | 619,556 | | | | 2018 | | | 270,000 | | | 166,684 | | | 128,364 | | | 28,930 | | | 593,978 | | | | | | | | | | | | | | | | | | | | | | | | | | Ricardo M. Arevalo,
Former Chief Operating Officer of Simpson Strong-Tie Company Inc.
| | | 2019 | | | 460,000 | | | 462,289 | | | 133,112 | | | 70,697(4) | | | 1,126,098 | | | | 2018 | | | 460,000 | | | 404,897 | | | 227,105 | | | 29,430 | | | 1,121,432 | | | | 2017 | | | 460,000 | | | 771,172 | | | 159,456 | | | 27,339 | | | 1,417,967 | | | | | | | | | | | | | | | | | | | | |
| | | Amounts in this column for 2019 reflect the grant date fair value of target shares underlying the restricted stock units granted to the applicable NEO under the 2011 Incentive Plan in the fiscal year indicated.2019. There were two kinds of restricted stock units granted to our NEOs:NEOs in 2019: time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”). See “Executive Compensation Analysis - Long-Term Equity Awards” above. We determined the value of such awards by multiplying the target number of shares of our common stock that may become vested pursuant to the terms of the applicable awards by the fair value of our common stock as of the grant date in accordance with FASB Accounting Standards Codification Topic 718 “Compensation - Stock Compensation.” Our NEOs’ 20172019 RSU and PSU awards were made on February 4, 2017. The15, 2019 and fair value of our NEOs’ 2017 RSU awards was computedcalculated as $34.96$57.83 and $57.06 per share, respectively, based on the closing price of our common stock reported by the New York Stock Exchange (“NYSE”) at the close of trading on February 3, 2017,15, 2019, discounted for dividends that the RSUthese awards did not participate in. TheAssuming achievement of maximum performance, the value as of the grant date of such PSUs held by Ms. Colonias and Messrs. Magstadt, Dankel, Swartzendruber and Arevalo would be $3,404,656, $891,505, $737,672, $348,552, and $737,672, respectively. For a discussion of the valuation assumptions used in determining the grant date fair value of these awards see Note 5 “Stock-Based Compensation” to the Consolidated Financial Statements included in our NEOs’ 2017 PSU awards was computedAnnual Report to Stockholders on Form 10-K for the period ended December 31, 2019. |
as $35.58 per share, using a Monte Carlo simulation pricing model based on the February 3, 2017 closing price. Our NEOs’ 2016 RSU and PSU awards were granted on February 1, 2016. Our NEOs’ 2016 RSUs were valued at $31.68 per share, based on the closing price of our common stock reported by the NYSE at the close of trading on January 29, 2016, discounted for dividends that the RSU awards did not participate in. The fair value of our NEOs’ 2016 PSU awards was computed as $32.83 per share, using a Monte Carlo simulation pricing model based on the January 29, 2016 closing price. Our NEOs’ 2015 RSU awards were granted on February 2, 2015, and were valued at $31.80 per share, based on the closing price of our common stock reported by the NYSE at the close of trading on January 30, 2015, discounted for dividends that the RSU awards did not participate in. Vesting of all unvested restricted stock unit awards may be accelerated in certain enumerated circumstances, including a change in our control. For a discussion of the valuation assumptions used in determining the grant date fair value of these awards see Note 2 “Stock-Based Compensation” to the Consolidated Financial Statements included in our Annual Report to Shareholders on Form 10-K for the period ended December 31, 2017.
| | | Amounts in this column for 2019 reflect cash incentive compensation earned by the applicable NEO pursuant to the terms of our EOCPS Plan with respect to the year indicated2019 (regardless of the year in which such amounts were actually paid). Quarterly 2019 EOCPS awards received by our NEOs were earned in one quarter and paid in the following quarter. As a result, quarterly awards with respect to the fourth quarter of 2015, 2016 and 2017,2019, which arewere paid in the first quarter of 2016, 2017 and 2018, respectively,2020, are reflected in the year with respect to which they were earned (that is, 2015, 2016 and 2017, respectively).for 2019. Annual 2019 EOCPS awards received by our NEOs were earned in one year2019 and paid in the following year. As a result, annual awards with respect to 2017, which are paid in 2018,2020, but are reflected in the year with respect to which they were earned (that is 2017).for 2019. See “Executive Compensation Analysis - Executive Officer Cash Profit Sharing (EOCPS) Awards” above. |
2020 Proxy Statement | | | | | | | 49 |
TABLE OF CONTENTS | | | Amounts in this column for 2019 include our contribution to the applicable NEO’s profit sharing trust account, pursuant to a defined contribution profit sharing trust plan we maintainedmaintain for U.S.-based employees, including our NEOs, with respect to the year indicated2019 (regardless of the year in which such amounts were actually paid) in an amount equal to the sum of (i)(a) 7% of the applicable NEO’s qualifying salary, which is subject to a 6-year vesting period, (ii)(b) a quarterly safe harbor contribution equal to 3% of the applicable NEO’s qualifying salary, which is not forfeitable and fully vests when made, and (iii)(c) a proportionate share of contributions from employees who terminated employment with us before such contributions fully vest; [provided,provided, however, that the profit sharing trust plan limits our contributions only to trust amounts deductible for federal income tax purposes under sectionSection 404(a) of Internal Revenue Code and thus imposes a contribution limit of $27,000$28,000 for each of 2015, 2016 and 2017.]2019. The contributions earned with by the applicable NEO with respect to the fourth quarter of 2015, 2016 and 2017,2019, which were paid as of the first quarter of 2016, 2017 and 2018, respectively,2020, are reflected in the year with respect to which they were earned (that is, 2015, 2016 and 2017, respectively).for 2019. |
| | (4)
| Each of our NEOs’ all other compensation with respect to 20172019 includes: |
| | Karen Colonias | | | 28,000 | | | | | | 1,000 | | | 500 | | | 29,500 | | | | Brian J. Magstadt | | | 28,000 | | | 56,250 | | | 1,000 | | | 500 | | | 85,750 | | | | Roger Dankel | | | 28,000 | | | 48,360 | | | | | | | | | 76,360 | | | | Kevin Swartzendruber | | | 28,000 | | | | | | 113 | | | 500 | | | 28,613 | | | | Ricardo M. Arevalo | | | 28,000 | | | 41,197 | | | 1,000 | | | 500 | | | 70,697 | |
| In 2019, the Company made a one-time payout of earned and accrued vacation pay as of December 31, 2018 to certain of its NEOs with an accrued balance as a result of its transition to a flexible time away policy for all of the Company’s exempt employees. Mr. Magstadt received $56,250, Mr. Dankel received $48,360 and Mr. Arevalo received $41,197 as a result of these payments. Ms. Colonias and Mr. Swartzendruber each did not have earned but not taken vacation as of December 31, 2018 and, accordingly, did not receive any similar payments. The Company’s U.S. exempt employees, including our NEOs, no longer accrued vacation pay beginning January 1, 2019. |
| | | | | | | | | | | | | | | | Profit sharing trust contribution and share of forfeitures ($) | | Health Savings Account Matching Contributions ($) | | Charitable gift matching contributions ($) | | Total ($) | | Karen Colonias | | 27,402 | | 500 |
| | — |
| | 27,902 |
| | Brian J. Magstadt | | 27,393 | | 500 |
| | 500 |
| | 28,393 |
| | Roger Dankel | | 27,339 | | — |
| | — |
| | 27,339 |
| | Ricardo M. Arevalo | | 27,339 | | — |
| | 1,000 |
| | 28,339 |
|
50 | | | (5) | Each of our NEOs’ all other compensation with respect to 2016 includes: | | | | 2020 Proxy Statement |
| | | | | | | | | | | | | | | | Profit sharing trust contribution and share of forfeitures ($) | | Cost of living adjustment ($)(#) | | Charitable gift matching contributions ($) | | Total ($) | | Karen Colonias | | 27,044 | | — |
| | — |
| | 27,044 |
| | Brian J. Magstadt | | 26,331 | | — |
| | — |
| | 26,331 |
| | Roger Dankel | | 22,723 | | 21,000 |
| | — |
| | 43,723 |
| | Ricardo M. Arevalo | | 22,723 | | 24,500 |
| | 1,000 |
| | 48,223 |
|
(#) In connection with Mr. Dankel’s promotion to President of North American Sales of Simpson Strong-Tie Company Inc. and Mr. Arevalo’s promotion to Chief Operating Officer of Simpson Strong-Tie Company Inc., both in July 2014, we agreed to provide each of them with a supplemental cost of living adjustment in the amount of $3,500 per month for a 24-month period. This supplemental cost of living adjustment expired in July 2016.
| | (6) | Each of our NEOs’ all other compensation with respect to 2015 includes: |
| | | | | | | | | | | | | | | | | | | Profit sharing trust contribution and share of forfeitures ($) | | Cost of living adjustment ($) | | Reimbursement of personal income taxes related to relocation expenses ($) | | Charitable gift matching contributions ($) | | Total ($) | | Karen Colonias | | 27,044 | | — |
| | — |
| | — |
| | 27,044 |
| | Brian J. Magstadt | | 25,580 | | — |
| | — |
| | 1,000 |
| | 26,580 |
| | Roger Dankel | | 22,074 | | 42,000 |
| | — |
| | 200 |
| | 64,274 |
| | Ricardo M. Arevalo | | 22,074 | | 42,000 |
| | 2,301 |
| | 2,000 |
| | 68,375 |
|
TABLE OF CONTENTS (#) In connection with Mr. Dankel’s promotion to President of North American Sales of Simpson Strong-Tie Company Inc. and Mr. Arevalo’s promotion to Chief Operating Officer of Simpson Strong-Tie Company Inc., both in July 2014, we agreed to provide each of them with a supplemental cost of living adjustment in the amount of $3,500 per month for a 24-month period. This supplemental cost of living adjustment expired in July 2016.
2019 Grants of Plan-Based Awards The following table summarizes the cash awards opportunities granted to our NEOs during 20172019 under our Executive Officer Cash Profit SharingEOCPS Plan (the “EOCPS Plan”) and the equity awards under our current equity incentive plan, the amended and restated 2011 incentive plan (the “2011 Incentive Plan”). The Compensation and Leadership Development Committee (the “CLDC”) approved the cash awardsgranted to our NEOs becauseunder our 2017 annual and quarterly operating profits exceeded the qualifying levels established by the CLDC at the beginning of 2017. The CLDC approved the restricted stock unit awards to our NEOs because we achieved our 2016 operating profit goal approved by the CLDC at the beginning of 2016.2011 Incentive Plan. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All other stock awards: | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(2) | | Number of shares of stock or units(3) | | Grant date fair value of stock Awards(4) | | | | Grant | | Threshold | | Target | | Maximum | | Threshold | | Target | | Maximum | | | | | | Name | | Date | | ($) | | ($) | | ($) | | (#) | | (#) | | (#) | | (#) | | ($) | | Karen Colonias | | | | — |
| | 740,000 |
| | 1,480,000 |
| | | | | | | | | | | | | | 2/4/2017(2) | | | | | | | | 17,937 |
| | 35,874 |
| | 33,552 |
| | | | 1,276,373 |
| | | | 2/4/2017(3) | | | | | | | | | | | | | | 24,900 |
| | 870,504 |
| | Brian J. Magstadt | | | | — |
| | 250,000 |
| | 500,000 |
| | | | | | | | | | | | | | 2/4/2017(2) | | | | | | | | 10,390 |
| | 20,781 |
| | 13,980 |
| | | | 739,382 |
| | | | 2/4/2017(3) | | | | | | | | | | | | | | 10,375 |
| | 362,710 |
| | Roger Dankel | | | | — |
| | 230,000 |
| | 460,000 |
| | | | | | | | | | | | | | 2/4/2017(2) | | | | | | | | 7,270 |
| | 14,541 |
| | 9,792 |
| | | | 517,363 |
| | | | 2/4/2017(3) | | | | | | | | | | | | | | 7,260 |
| | 253,810 |
| | Ricardo M. Arevalo | | | | — |
| | 230,000 |
| | 460,000 |
| | | | | | | | | | | | | | 2/4/2017(2) | | | | | | | | 7,270 |
| | 14,541 |
| | 9,792 |
| | | | 517,363 |
| | | | 2/4/2017(3) | | | | | | | | | | | | | | 7,260 |
| | 253,810 |
|
| | Karen Colonias | | | | | | 387,500 | | | 775,000 | | | 1,550,000 | | | | | | | | | | | | | | | | | | | | | | 2/15/2019(2) | | | | | | | | | | | | 14,917 | | | 29,834 | | | 59,668 | | | | | | 1,702,328 | | | | | | | 2/15/2019(3) | | | | | | | | | | | | | | | | | | | | | 7,459 | | | 431,354 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Brian J. Magstadt | | | | | | 125,000 | | | 250,000 | | | 500,000 | | | | | | | | | | | | | | | | | | | | | | 2/15/2019(2) | | | | | | | | | | | | 3,906 | | | 7,812 | | | 15,624 | | | | | | 445,753 | | | | | | | 2/15/2019(3) | | | | | | | | | | | | | | | | | | | | | 1,955 | | | 113,058 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Roger Dankel | | | | | | 115,000 | | | 230,000 | | | 460,000 | | | | | | | | | | | | | | | | | | | | | | 2/15/2019(2) | | | | | | | | | | | | 3,232 | | | 6,464 | | | 12,928 | | | | | | 368,836 | | | | | | | 2/15/2019(3) | | | | | | | | | | | | | | | | | | | | | 1,616 | | | 93,453 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Kevin Swartzendruber | | | 2/15/2019(2) | | | 72,225 | | | 144,450 | | | 288,900 | | | 1,527 | | | 3,054 | | | 6,108 | | | | | | 174,261 | | | | | | | 2/15/2019(3) | | | | | | | | | | | | | | | | | | | | | 764 | | | 44,182 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ricardo M. Arevalo | | | | | | 115,000 | | | 230,000 | | | 460,000 | | | | | | | | | | | | | | | | | | | | | | 2/15/2019(2) | | | | | | | | | | | | 3,232 | | | 6,464 | | | 12,928 | | | | | | 368,836 | | | | | | | 2/15/2019(3) | | | | | | | | | | | | | | | | | | | | | 1,616 | | | 93,453 | |
| | | Amounts in these columns reflect the threshold, target and maximum amounts that could become payable under the EOCPS Plan for each of our NEOs with respect to 2017. The 2017 EOCPS awards did not have a threshold value.2019. Actual amounts payable to our NEOs under the EOCPS Plan were determined based on the level at which our quarterly qualifiedand annual operating profit exceeded the qualifying levelperformance compared to pre-established goals for the applicable quarter or year. See “Executive Compensation Analysis - Executive Officer Cash Profit Sharing (EOCPS) Awards” above. |
| | (2) | Amounts reflect the threshold, target and maximum number of performance-based restricted stock units (“PSUs”) ofregarding our shares of common stock that could be earned pursuant to each of our NEOs’ 20172019 PSU awards. The target numberOur NEOs’ PSU awards are subject to two types of shares includes an upwards adjustmentperformance goals: one set of 1.5% for eachgoals based on our revenue growth, and another set of our NEOsgoals based on the accounting fair valuereturn on our stockholders’ invested capital. The threshold amounts are calculated, assuming that the threshold levels of both types of performance goals would be achieved. The actual amounts of PSUs that could be earned pursuant to our NEOs’ 2019 PSU awards, therefore, could be less than the threshold amounts if only one of the initially decided performance goals as of the award date.threshold levels is achieved. In addition, no fractional shares will be issued pursuant to any PSU award.See “Compensation Discussion and Analysis - Long-Term Equity Awards - Our NEOs’ 2019 PSU Awards” above. |
NEOs’ PSU awards are subject to two types of performance goals: one set of goals based on our revenue growth, and another set of goals based on the return on our shareholders’ invested capital. The threshold amounts are calculated, assuming that the threshold levels of both types of performance goals would be achieved. The actual amounts of PSUs that could be earned pursuant to our NEOs’ 2017 PSU awards, therefore, could be less than the threshold amounts if only one of the threshold levels is achieved. In addition, no fractional shares will be issued pursuant to any PSU award. See “Compensation Discussion and Analysis - Long-Term Equity Awards - Our NEOs’ 2017 PSU Awards” above.
| | | Amounts reflect the actual number of time-based restricted stock units (“RSUs”) of our shares of common stock granted as being subject to continued vesting. On February 4, 2017, the CLDC determined that our 2016 operating profit goal had been met, resulting in 24,900 RSUs being granted to Ms. Colonias and 10,375, 7,260 and 7,260 RSUs being granted to by each of Messrs. Magstadt, Dankel and Arevalo, respectively. See “Executive Compensation Analysis - Long-Term Equity Awards - Our NEOs’ 20172019 RSU Awards” above. |
| | (4) | The amounts in this column reflect the grant date fair value of the equity awards granted to our NEOs in 20172019 computed in accordance with FASB Accounting Standards Codification Topic 718. The grant date fair value of 2017 RSU awardsthe PSUs and RSUs was computedcalculated as $34.96$57.06 and $57.83 per share, respectively, based on the closing price of our common stock reported by the NYSE at the close of trading on February 3, 2017,15, 2019, discounted for dividends that the RSUthese awards did not participate in. The grant date fair value of 2017 PSU awards was computed as $35.58 per unit, based on the closing price of our common stock reported by the NYSE at the close of trading on February 3, 2017, using a Monte Carlo simulation pricing model. For a discussion of the valuation assumptions used in determining the grant date fair value of these awards, see Note 2 “Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our Annual Report to Shareholders on Form 10-K for the period ended December 31, 2017. |
CEO Pay Ratio
Grants made in 2019 are described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement. More information concerning the amount of base salary and incentive compensation in proportion to total compensation for the NEOs is provided under the section entitled “2019 NEO Compensation Mixes” of this Proxy Statement. | 2020 Proxy Statement | | We believe our executive compensation to be internally consistent and equitable to motivate our employees to create shareholder value. We are committed to internal pay equity, and the Compensation and Leadership Development Committee monitors the relationship between the pay our executive officers receive and the pay our non-managerial employees receive. The Compensation and Leadership Development Committee reviewed a comparison of CEO pay to the pay of all our employees in 2017. | 69:1 | | | CEO Pay Ratio| 51
|
Our CEO to median employee pay ratio disclosed in this Proxy Statement is calculated pursuant to Item 402(u) of Regulation S-K. We identified the median employee by examining the 2017 total compensation (as defined under Item 402(u)), based on our payroll records, for all individuals (excluding our CEO) who were employed by us, including our consolidated subsidiaries, on December 31, 2017, the last day of our payroll year. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We also used widely recognized tests that the Company would otherwise use to determine whether its workers are employees (including the relevant employment or tax law standards and recognized tests under the laws of foreign countries normally used to determine whether local workers in such countries are employees).
We did not make any assumptions, adjustments, or estimates with respect to the calculation of total compensation, except we annualized the base salary pay for any full-time employees that were not employed by us for the entire 2017 payroll year. We used the average foreign exchange rate for all of 2017 when calculating total compensation for non-U.S. based employees. We calculated annual total compensation for such employee using the same methodology that we use for our named executive officers as set forth in the Summary Compensation Table above. Our CEO's 2017 total compensation was $3,427,810 and our median employee's 2017 total compensation was $49,661, which resulted in a pay ratio of approximately 69:1.
TABLE OF CONTENTS Outstanding Equity Awards at 2019 Fiscal Year End As of December 31, 2017,2019, our NEOs held the following restricted stock units awarded under the 2011 Incentive Plan:
| | | | | | | | | | | | | | | | | | Name | | Grant Date | | Number of Shares or Units of Stock That Have Not Vested (#)(1) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Equity incentive plan awards: Number of shares or units of stock that have not vested (#)(5) | | Equity incentive plan awards: market value of shares or units of stock that have not vested ($)(4) | | Karen Colonias | | 2/3/2014 | | 5,490 |
| (2) | | 315,181 |
| | | |
|
| | | | 2/2/2015 | | 20,588 |
| (2) | | 1,181,957 |
| | | |
|
| | | | 2/1/2016 | | 13,625 |
| (3) | | 782,211 |
| | 33,552 |
| | 1,926,220 |
| | | | 2/4/2017 | | 18,675 |
| (3) | | 1,072,132 |
| | 43,048 |
| | 2,471,386 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Brian J. Magstadt | | 2/3/2014 | | 2,274 |
| (2) | | 130,550 |
| | | |
|
| | | | 2/2/2015 | | 8,525 |
| (2) | | 489,420 |
| | | |
|
| | | | 2/1/2016 | | 5,675 |
| (3) | | 325,802 |
| | 13,980 |
| | 802,592 |
| | | | 2/4/2017 | | 7,782 |
| (3) | | 446,765 |
| | 24,937 |
| | 1,431,633 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Roger Dankel | | 2/2/2015 | | 3,477 |
| (2) | | 199,615 |
| | | |
|
| | | | 2/1/2016 | | 3,975 |
| (3) | | 228,205 |
| | 9,792 |
| | 562,159 |
| | | | 2/4/2017 | | 5,445 |
| (3) | | 312,597 |
| | 17,449 |
| | 1,001,747 |
| | | | | | | | | | | | | | | Ricardo M. Arevalo | | 2/2/2015 | | 3,477 |
| (2) | | 199,615 |
| | | |
|
| | | | 2/1/2016 | | 3,975 |
| (3) | | 228,205 |
| | 9,792 |
| | 562,159 |
| | | | 2/4/2017 | | 5,445 |
| (3) | | 312,597 |
| | 17,449 |
| | 1,001,747 |
|
____________
| | Karen Colonias | | | 2/4/2017 | | | 6,225(2) | | | 499,432 | | | 38,920(6) | | | 3,122,552 | | | | | | | 2/15/2018 | | | 4,256(3) | | | 341,459 | | | 21,274(5) | | | 1,706,813 | | | | | | | 2/15/2019 | | | 7,459(3) | | | 598,436 | | | 29,834(5) | | | 2,393,582 | | | | | | | | | | | | | | | | | | | | | | | Brian J. Magstadt | | | 2/4/2017 | | | 2,594(2) | | | 208,117 | | | 22,540(6) | | | 1,808,384 | | | | | | | 2/15/2018 | | | 1,530(3) | | | 122,752 | | | 7,648(5) | | | 613,599 | | | | | | | 2/15/2019 | | | 1,955(3) | | | 156,850 | | | 7,812(5) | | | 626,757 | | | | | | | | | | | | | | | | | | | | | | | Roger Dankel | | | 2/4/2017 | | | 1,815(2) | | | 145,617 | | | 15,770(6) | | | 1,265,227 | | | | | | | 2/15/2018 | | | 1,184(3) | | | 94,992 | | | 5,908(5) | | | 473,999 | | | | | | | 2/15/2019 | | | 1,616(3) | | | 129,652 | | | 6,464(5) | | | 518,607 | | | | | | | | | | | | | | | | | | | | | | | Kevin Swartzendruber | | | 2/15/2018 | | | 488(3) | | | 39,152 | | | 2,432(5) | | | 195,119 | | | | | | | 2/15/2019 | | | 764(3) | | | 61,296 | | | 3,054(5) | | | 245,022 | | | | | | | | | | | | | | | | | | | | | | | Ricardo M. Arevalo | | | 2/4/2017 | | | 1,815(2) | | | 145,617 | | | 15,770(6) | | | 1,265,227 | | | | | | | 2/15/2018 | | | 1,184(3) | | | 94,992 | | | 5,908(5) | | | 473,999 | | | | | | | 2/15/2019 | | | 1,616(3) | | | 129,652 | | | 6,464(5) | | | 518,607 | |
| | | Vesting of restricted stock units may be accelerated under certain circumstances. See “Executive Compensation Analysis - Long-Term Equity Awards” above and “Potential Payments on Termination or Change in Control” below. |
| | | Represent RSUs, 75% of which are scheduled to vest (or vested) on the third anniversary of the award date and 25% of which are scheduled to vest on the fourth anniversary of the award date. |
| | (3)
| Represent RSUs, 25% of which vested on the award date and 25% of which are scheduled to vest (or vested) on each of the first, second and third anniversary of the award date. |
| Represents RSUs, 20% of which vested on the first anniversary of the award date, and 40% of which are scheduled to vest (or vested) on each of the second and third anniversary of the award date. |
| Calculated based on the $57.41 per share$80.23 closing price of our common stock reported by the NYSE at the close of trading on December 31, 2017.2019. |
| | | Represents the maximumtarget number of PSUs that could vest subject to meeting the applicable performance goals. The number of PSUs that will actually vest will be determined following the performance period. |
| Represents actual number of PSUs vested based on actual performance for the three-year measurement period ending December 31, 2019. |
As of December 31, 2017,2019, our NEOs did not hold outstanding options with respect to our common stock. Stock52 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS 2019 Option Exercises and Stock Vested The following table provides information on (i) the number of shares of our common stock for which options granted to each of our NEOs under our 1994 Stock Option Plan were exercised during 2017, and (ii) the number of shares of our common stock that vested during 20172019 under restricted stock units granted to each of our NEOs pursuant to the 2011 Incentive Plan: | | | | | | | | | | | | | | | | | Stock Option Awards | | Stock Awards | | | | Number | | | | Number | | | | | | of Shares Acquired on | | Value Realized on | | of Shares Acquired on | | Value Realized on | | Name | | Exercise (#) | | Exercise ($)(1) | | Vesting (#) | | Vesting ($)(2) | | Karen Colonias | | — |
| | — |
| | 35,342 |
| | 1,540,744 |
| | Brian J. Magstadt | | — |
| | — |
| | 13,711 |
| | 597,903 |
| | Roger Dankel | | 4,000 |
| | 49,396 |
| | 4,091 |
| | 178,489 |
| | Ricardo M. Arevalo | | — |
| | — |
| | 5,560 |
| | 242,582 |
|
____________
| | Karen Colonias | | | 52,269 | | | 3,195,811 | | | | Brian J. Magstadt | | | 21,705 | | | 1,327,158 | | | | Roger Dankel | | | 14,499 | | | 886,490 | | | | Kevin Swartzendruber | | | 121 | | | 7,241 | | | | Ricardo M. Arevalo | | | 14,499 | | | 886,490 | |
| | | (1) | Calculated by multiplying the number of shares exercised by the market value of such shares on the exercise date, less exercise price paid. |
| | (2) | Calculated by multiplying the number of shares that vested by the market value of such shares on the vesting date. |
No 2019 Pension Benefits Except for a small number of employees in our recently acquired Swiss subsidiary, weWe do not currently have or plan to adopt any defined benefit deferred compensation programs, or supplemental executive retirement plans.plans, in which our NEOs participate.
No 2019 Non-Qualified Deferred Compensation Plans We do not currently maintain a non-qualified deferred compensation plan.plan in which our NEOs participate. Potential Payments onUpon Termination or Change in Control Our continuing NEOs are at-will employees, and we do not have a written employment agreement with any of them. We or our continuing NEOs can terminate the employment relationship at any time, for any reason, with or without cause. We generally do not offer any severance payments or pay benefits after termination of employment. As discussed above under “Executive Compensation Analysis - Long-Term Equity Awards,” the vesting of aan NEO’s outstanding restricted stock units, or a portion thereof, may accelerate on, following or in connection with (i)(1) retirement after reaching certain age and/orand service tenure conditions, (ii)(2) death, (iii)(3) disability or (iv)(4) certain situations linked to a change in our control or a sale of our asset. On, following or in connection with the applicable NEO’s death, disability or retirement after reaching certain age and/or service tenure conditions, or a change in control or asset sale related situation, in each case assumed to have occurred on December 31, 2017,2019, the potential payments that would be provided to each of our NEOs arewould be as follows: | | | | | | | | | | | | | | | | Estimated Payments and Benefits Of Accelerated Stock Options and Restricted Stock Units In Connection With | | | | Retirement(1)(2) | | Death(1) | | Disability(1) | | Change in Control(1)(3) | | Name | | ($) | | ($) | | ($) | | ($) | | Karen Colonias | | 2,569,270 |
| | 7,749,087 |
| | 7,749,087 |
| | 7,749,087 | | Brian J. Magstadt | | — |
| | 3,626,762 |
| | 3,626,762 |
| | 3,626,762 | | Roger Dankel | | — |
| | 2,304,323 |
| | 2,304,323 |
| | 2,304,323 | | Ricardo M. Arevalo | | 512,212 |
| | 2,304,323 |
| | 2,304,323 |
| | 2,304,323 |
| | Karen Colonias | | | 6,249,408 | | | 6,249,408 | | | 6,249,408 | | | 6,249,408 | | | | Brian J. Magstadt | | | — | | | 2,284,032 | | | 2,284,032 | | | 2,284,032 | | | | Roger Dankel | | | 2,024,767 | | | 2,024,767 | | | 2,024,767 | | | 2,024,767 | | | | Kevin Swartzendruber | | | — | | | 211,352 | | | 211,352 | | | 211,352 | | | | Ricardo M. Arevalo | | | 2,024,767 | | | 2,024,767 | | | 2,024,767 | | | 2,024,767 | |
| | {1} | Calculated based on the $57.41 per share$80.23 closing price of our common stock reported by the NYSE at the close of trading on December 31, 2017.2019. No material conditions or obligations are currently expected to apply to the receipt of payments on early-vestingany accelerated vesting of equity awards granted to our NEOs. |
| | {2} | As of December 31, 2017,2019, Ms. Colonias, Mr. Dankel and Mr. Arevalo were the only NEOs eligible for retirement with respect to certain of their equity awards. |
| | {3}(3)
| Includes potential payments in connection with a sale of our assets. |
Under the 2011 Incentive Plan, or the applicable grant agreement, the vesting of our NEOs’ restricted stock unit awards may accelerate in four situations: (1) retirement after meeting certain age and/or service tenure conditions, (2) death, (3) disability, and (4) certain situations linked to a change in our control or a sale of our asset. In addition, the CLDC may cause awards granted under the 2011 Incentive Plan, including awards granted to our NEOs, to vest earlier in certain other situations.2020 Proxy Statement | | | | | | | 53 |
TABLE OF CONTENTS To increase the compatibility of the PSU and RSU awards with the Internal Revenue Code sectionSection 409A and avoid potential negative tax implications for the recipient and the Company, our NEOs’ 20172018 grant agreements provide that, in case the applicable NEO’s RSU awards vest ahead of schedule and are determined by the CLDC to be subject to sectionSection 409A, they may only be paid out in the enumerated situations as allowed under sectionSection 409A. In particular, in case the applicable NEO is a specified employee under sectionSection 409A, his or her RSU awards cannot be paid out until the date that is six months after the employee’s separation of service, which generally is when the employee completely stops working for the Company and its subsidiaries. Similarly, 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-measurement period has concluded. In addition, while still providing for early vesting in case of death or disability, our NEOs’ 20172019 grant agreements provide that, for the PSU or RSU awards to vest ahead of schedule, a NEO may retire at age 55, but only after having worked at the Company or its subsidiaries for 15 years. For each year, however, that the recipient delays his or her retirement after reaching age 55, he or she may work one year less and still retire with accelerated vesting. The 2011 Incentive Plan currently defines “change in control” as any of the following transactions; (i)transactions: (1) the consummation of a consolidation or merger of the Company in which the Company is not the surviving corporation; (ii)(2) the consummation of a
reverse merger in which the Company is the surviving corporation but the shares of our common stock outstanding immediately preceding such reverse merger are converted by virtue of such reverse merger into other property, whether securities, cash or otherwise; or (iii)(3) the approval by our shareholdersstockholders of a plan or proposal for the dissolution and liquidation of the Company; provided that a “change in control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of related transactions immediately following which the record holders of our common stock immediately before such transaction or transactions continue to have substantially the same proportionate ownership in an entity that owns all or substantially all of the assets of the Company immediately thereafter. Our NEOs’ 20172019 grant agreements use a broader definition, “sale event,” to encompass both change in control and asset sale situations, and therefore override the 2011 Incentive Plan with respect to any change in control of the Company affecting the awards thereunder. To provide a double-trigger mechanism as recommended by proxy advisors,our stockholders, under our NEOs’ 20172019 grant agreements, for any PSU or RSU award to vest ahead of schedule upon a sale event, the applicable NEO’s employment or engagement with the Company and its subsidiaries (or the acquiring, surviving or resulting entity) will first need to be terminated, either by the officer for good reason or by his or her employer without cause within 2two years from the sale event. Our NEOs’ 20172019 grant agreements use standard definitions for what constitutes good reason or cause that can typically be found in employment agreements. Under our NEOs’ 20172019 grant agreements, before a NEO may quit for good reason, he or she will first need to provide written notice within 90 days of the underlying incident and inform his or her employer about the reason. In addition, the NEO has up to 30 days to cure following such notice. Similarly, for the Company, a subsidiary thereof, or the acquiring, surviving or resulting entity to terminate a NEO with cause, which results in forfeiture of the NEO’s PSU or RSU awards, the employer will need to provide notice and the NEO has up to 15 days to cure. In case of early vesting of our NEOs’ 20172019 PSU awards, shares thereunder that could eventually vest in favor of the officer will be prorated based on the early-vesting date and the date when the applicable vesting period is scheduled to expire. The 2011 Incentive Plan currently provides that on a change in control, if the surviving or resulting entity refuses to continue our NEOs’ PSU or RSU awards and does not substitute similar awards, and if the nature and terms of employment or engagement, including compensation and benefits, of the applicable NEO will change significantly as a result of the change in control, then the awards will vest ahead of schedule. The 2011 Incentive Plan, however, allows individual grant agreements to alter this default arrangement. Our NEOs’ 20172019 grant agreements do not change the default rule under the 2011 Incentive Plan but additionally provide that, in the case of an asset sale, the PSU or RSU awards will vest ahead of schedule in certain situations, including where a recipient is not subsequently employed or engaged by the surviving or resulting entity or the successor to the business or there is a significant change in the nature and terms of the subsequent employment or engagement of the recipient. 54 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS | | | | | | | | | We believe our executive compensation to be reasonable and unbiased to motivate our employees to create stockholder value. We are committed to internal pay equity, and the CLDC monitors the relationship between the pay our executive officers receive and the pay our non-managerial employees receive. The CLDC reviewed a comparison of CEO pay to the pay of all our employees in 2019. | | | 64:1
CEO Pay Ratio | |
DIRECTOR COMPENSATIONOur CEO to median employee pay ratio disclosed in this Proxy Statement is calculated pursuant to Item 402(u) of Regulation S-K. In 2017, we identified the median employee by examining the 2017 total compensation (as defined under Item 402(u)), based on our payroll records, for all individuals (excluding our CEO) who were employed by us, including our consolidated subsidiaries, on December 31, 2017. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We also used widely recognized tests that the Company would otherwise use to determine whether its workers are employees (including the relevant employment or tax law standards and recognized tests under the laws of foreign countries normally used to determine whether local workers in such countries are employees). We did not make any assumptions, adjustments, or estimates with respect to the calculation of total compensation, except we annualized the base salary pay for any full-time employees that were not employed by us for the entire 2017 payroll year. We used the average foreign exchange rate for all of 2017 when calculating total compensation for non-U.S. based employees. We calculated annual total compensation for such employee using the same methodology that we use for our named executive officers as set forth in the Summary Compensation Table above. In accordance The following table provides information onwith Item 402(u) of Regulation S-K, in calculating our CEO pay ratio for 2019, we have used the same median employee that was used to calculate the CEO pay ratio for 2018 and 2017 because we do not believe there has been a change in our employee population or employee compensation paidarrangements that would significantly impact our pay ratio disclosure. In calculating our CEO pay ratio for 2019, we determined that our CEO’s 2019 annual total compensation was $3,386,714, and our median employee’s 2019 annual total compensation was $52,685. In each case, annual total compensation was calculated by totaling all applicable elements of compensation for 2019 in accordance with Item 402(c)(2)(x) of Regulation S-K. As a result, for 2019, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries was approximately 64 to 1. We note that, due to our non-employee directorspermitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described above. 2020 Proxy Statement | | | | | | | 55 |
TABLE OF CONTENTS AUDITOR AND AUDIT AND FINANCE COMMITTEE MATTERS ITEM 3Ratification of Appointment of Independent Registered Public Accounting Firm for Year Ending December 31, 2020 The Audit and Finance Committee of our Board is directly responsible for the appointment, compensation (including approval of audit and non-audit fees) and evaluation of the independent registered public accounting firm that audits our financial statements and internal control over financial reporting. Our Board has ratified the decision of the Audit and Finance Committee to appoint Grant Thornton LLP (“Grant Thornton”) to serve as the independent registered public accounting firm to audit our financial statements for the year ending December 31, 2020. Although we are not required to seek stockholder approval of this appointment, it has been our practice to do so. No determination has been made as to what action the Audit and Finance Committee or the Board would take if our stockholders fail to ratify the appointment. Even if the appointment is ratified, the Audit and Finance Committee retains discretion to appoint a new independent registered public accounting firm at any time if the Audit and Finance Committee concludes such a change would be in the best interests of Simpson. Representatives of Grant Thornton will be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so and to respond to appropriate questions. AUDIT AND FINANCE COMMITTEE EVALUATION The Audit and Finance Committee annually evaluates the performance of Simpson’s independent registered public accounting firm, and determines whether to reappoint the current accounting firm or consider other firms. Based on its evaluation, the Audit and Finance Committee believed the reappointment of Grant Thornton for fiscal year 2020 was in the best interests of Simpson and our stockholders. In determining whether to reappoint Grant Thornton for fiscal year 2020, the Audit and Finance Committee considered a number of factors, including the quality of Grant Thornton’s audit and non-audit work, based on its oversight of the firm’s work product, Grant Thornton’s reports on its quality controls and its performance during 2019, external data on Grant Thornton’s audit quality and performance, the appropriateness of Grant Thornton’s fees, and Grant Thornton’s written disclosures and independence letter required by the Public Company Accounting Oversight Board, or PCAOB. The Audit and Finance Committee determined the continued engagement of Grant Thornton is in the best interests of Simpson and our stockholders. The Board concurred, and ratified the Audit and Finance Committee’s appointment of Grant Thornton to serve as our independent public accounting firm for the year ending December 31, 2020. Our Board of Directors recommends that stockholders vote “FOR” the ratification of appointment of Grant Thornton LLP. 56 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS REPORT OF THE AUDIT AND FINANCE COMMITTEE In accordance with the Audit and Finance Committee Charter, the Audit and Finance Committee assists the Board in fulfilling its responsibility for oversight of the integrity of the accounting, auditing and financial reporting practices of the Company. Each member of the Audit and Finance Committee is “independent” as required by the applicable listing standards of the NYSE and the rules of the SEC. During the fiscal year ended December 31, 2017. 2019, the Audit and Finance Committee met 6 times, and the Audit and Finance Committee reviewed and discussed the financial information contained in the Company’s Annual Report on Form 10-K, interim financial information contained in the Company’s Quarterly Reports on Form 10-Q, and discussed press releases announcing earnings with the Company’s Chief Financial Officer and the independent registered public accounting firm prior to public release. The amounts shown include compensation for all services providedAudit and Finance Committee members are not professional accountants or auditors, and their functions are not intended to us during 2017. | | | | | | | | | | | | | | | | | Fees Earned or Paid in Cash | | Equity Awards | | All Other Compensation | | Total | | Name | | ($) | | ($)(1) | | ($)(2) | | ($) | | James S. Andrasick | | 99,000 |
| | 59,706 |
| | — |
| | 158,706 |
| | Michael A. Bless | | 51,750 |
| | 59,706 |
| | — |
| | 111,456 |
| | Jennifer A. Chatman | | 83,000 |
| | 59,706 |
| | 1,000 |
| | 143,706 |
| | Gary M. Cusumano | | 95,000 |
| | 59,706 |
| | — |
| | 154,706 |
| | Celeste Volz Ford | | 75,000 |
| | 59,706 |
| | — |
| | 134,706 |
| | Peter N. Louras, Jr. | | 137,500 |
| | 59,706 |
| | — |
| | 197,206 |
| | Robin G. MacGillivray | | 97,000 |
| | 59,706 |
| | 1,000 |
| | 157,706 |
|
____________
(1) Reflectsduplicate or to certify the valueactivities of restricted stock units grantedmanagement or the Company’s independent registered public accounting firm. The Audit and Finance Committee oversees the Company’s financial reporting process on May 16, 2017, calculated by multiplying the maximum number of shares that may vest thereunder by the fair value per share of our common stock asbehalf of the award dateBoard. The Company’s management has primary responsibility for the financial statements and reporting process, including the Company’s internal control over financial reporting. The independent registered public accounting firm is responsible for performing an integrated audit of the Company’s financial statements and internal control over financial reporting in accordance with FASBthe auditing standards of the Public Company Accounting Oversight Board.
In connection with the responsibilities set forth in its charter, the Audit and Finance Committee has: reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2019 with management and Grant Thornton, the Company’s independent registered public accounting firm; discussed with Grant Thornton the matters required to be discussed by the Auditing Standard No. 16, Communications with Audit and Finances, which superseded the Statement on Auditing Standards Codification Topic 718 “Compensation - Stock Compensation.” Each outside director’s equity award correspondedNo. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and received the written disclosures and the letter from Grant Thornton required by the applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton’s communications with the Audit and Finance Committee concerning independence, and has discussed with Grant Thornton its independence. The Audit and Finance Committee also considered, as it determined appropriate, tax matters and other areas of financial reporting and the audit process over which the Audit and Finance Committee has oversight. Based on the Audit and Finance Committee’s review and discussions described above, the Audit and Finance Committee recommended to the approximate amount of his or her 2017 annual retainer, and was valued at $41.52 per share,Board that the closing price of our common stock reported by the NYSE at the close of trading on May 16, 2017. For a discussion of the valuation assumptions used in determining the grant date fair
value of these awards, see Note 2 “Stock-Based Compensation” to the Consolidated Financial Statementsaudited financial statements be included in ourthe Company’s Annual Report to Shareholders on Form 10-K for the period ended December 31, 2017.
| | (2) | Represents matching contributions made by us for charitable gifts made by the director. We generally match up to $1,000 for gifts made to qualifying charities. |
As of December 31, 2017, our outside directors held the following unvested restricted stock units that had been awarded under our 2011 Incentive Plan:
| | | | | Name | | Restricted
Stock Units
| James S. Andrasick | | 376 |
| Michael A. Bless | | — |
| Jennifer A. Chatman | | 376 |
| Gary M. Cusumano | | 376 |
| Celeste Volz Ford | | 376 |
| Peter N. Louras, Jr. | | 376 |
| Robin G. MacGillivray | | 376 |
|
As of December 31, 2017, our outside directors did not hold outstanding options with respect to our common stock.
The following table provides information for thefiscal year ended December 31, 2017, on2019 for filing with the exercise of stock options grantedSEC.
| | | | | Philip Donaldson, Chair
James Andrasick
Michael Bless
Celeste Volz Ford | |
2020 Proxy Statement | | | | | | | 57 |
TABLE OF CONTENTS For the years ended December 31, 2019 and 2018, the fees accrued or paid to our directors undercurrent principal independent registered public accounting firm, Grant Thornton were as follows: | | Audit Fees(2) | | | 2,500,000 | | | 2,610,000 | | | | Audit-Related Fees
| | | | | | | | | | Tax Fees(3) | | | 24,000 | | | 20,000 | | | | All Other Fees
| | | | | | | | | | Total | | | 2,524,000 | | | 2,630,000 | |
| Represents approved fees for Grant Thornton as our current principal independent registered public accounting firm attributable to January 1 through December 31 of the respective year. |
| Audit fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements included in our Annual Reports on Form 10-K and the review of financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided in connection with statutory and regulatory filings or engagements for those years. Audit fees for 2019 and 2018 include approximately $0.1 million and $0.5 million, respectively, for incremental audit work associated with the implementation of our ERP platform from SAP America, Inc. |
| Tax fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice, and tax planning. We incurred tax fees primarily for tax compliance in Australia, New Zealand, Hong Kong and Denmark. |
The Audit and Finance Committee must pre-approve fees to be paid to our 1995 Independent Director Stock Option Plan (now partprincipal independent registered public accounting firm before it begins work. The Audit and Finance Committee pre-approved all fees and services for Grant Thornton’s work in 2019 and 2018. The Audit and Finance Committee has determined that the fees for services rendered were compatible with maintaining the independence of Grant Thornton. For additional information concerning the Audit and Finance Committee and its activities with our principal independent registered public accounting firm, see “Report of the Audit and Finance Committee” above. 58 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS STOCK OWNERSHIP INFORMATION SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth the number of shares of our 2011 Incentive Plan):common stock beneficially owned as of January 31, 2020 by each director, each NEO and all of our directors and executive officers as a group, including shares that those persons have the right to acquire beneficial ownership within 60 days of January 31, 2020. | | | | | | | | | | | Stock Option Awards | | | | Shares Acquired | | Value Realized | | Name | | on Exercise (#) | | on Exercise ($)(1) | | Jennifer A. Chatman | | 5,000 |
| | 145,836 |
| | Gary M. Cusumano | | 5,000 |
| | 63,750 |
| | Robin G. MacGillivray | | 5,000 |
| | 82,114 |
|
____________
(1) | CalculatedJames S. Andrasick | | | 10,936 | | | | Michael A. Bless | | | 4,565 | | | | Jennifer A. Chatman | | | 13,945 | | | | Karen Colonias | | | 88,352 | | | | Gary M. Cusumano | | | 18,945 | | | | Philip E. Donaldson | | | 3,097 | | | | Celeste Volz Ford | | | 11,191 | | | | Robin G. MacGillivray | | | 12,470 | | | | Ricardo Arevalo | | | 39,039 | | | | Roger Dankel | | | 36,536 | | | | Brian J. Magstadt | | | 64,091 | | | | Kevin Swartzendruber | | | 396 | | | | All directors and executive officers as a group (13 persons) | | | 303,563 | |
| This column includes shares of common stock that the director or executive officer has the right to acquire within 60 days on the vesting of restricted stock units or the exercise of stock options. |
| Shares beneficially owned by multiplyingeach individual in all cases constituted less than one percent of the outstanding shares of common stock on January 31, 2020, as determined in accordance with Rule 13d-3(d)(1) under the Exchange Act. Shares beneficially owned by all directors and executive officers as a group constituted approximately 0.7% of the outstanding shares of common stock on January 31, 2020. |
2020 Proxy Statement | | | | | | | 59 |
TABLE OF CONTENTS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table furnishes information concerning all persons known by us to beneficially own 5% or more of our outstanding shares of common stock as
of the dates set forth in the footnotes to the table, which is our only class of voting stock outstanding: | | Common Stock | | | BlackRock, Inc.
55 East 52nd Street
New York, NY 10055 | | | 6,315,305(2) | | | 14.2% | | | | Common Stock | | | The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355 | | | 4,182,367(3) | | | 9.6% | | | | Common Stock | | | Kayne Anderson Rudnick Investment Management LLC
1800 Avenues of the Stars, 2nd Floor
Los Angeles, CA 90067 | | | 2,605,538(4) | | | 5.9% | |
| The ownership percentages set forth in this column are based on the assumption that each beneficial owner continued to own the number of shares exercisedreflected in the table on February 25, 2020. |
| Based solely on Amendment No. 10 to a report on Schedule 13G filed with the SEC on February 4, 2020 by BlackRock, Inc. (“BlackRock”), BlackRock had sole voting power over 6,238,006 shares of Simpson Common Stock, shared voting power over no shares of Simpson Common Stock, sole dispositive power over 6,315,305 shares of Simpson Common Stock and shared dispositive power over no shares of Simpson Common Stock. |
| Based solely on Amendment No. 6 to a report on Schedule 13G filed with the market valueSEC on February 12, 2020 by The Vanguard Group (“Vanguard”), Vanguard had sole voting power over 93,283 shares of suchSimpson Common Stock, shared voting power over 6,473 shares of Simpson Common Stock, sole dispositive power over 4,182,367 shares of Simpson Common Stock and shared dispositive power over 94,163 shares of Simpson Common Stock. |
| Based solely on a report on Schedule 13G filed with the exercise date, less exercise price paid.SEC on February 14, 2019 by Kayne Anderson Rudnick Investment Management LLC (“Kayne Anderson”), Kayne Anderson had sole voting power over 1,888,759 shares of Simpson Common Stock, shared voting power over 716,779 shares of Simpson Common Stock, sole dispositive power over 1,888,759 shares of Simpson Common Stock and shared dispositive power over 716,779 shares of Simpson Common Stock. |
We pay each of our non-employee directors an annual cash retainer of $65,000. We pay the Chair of the Board an additional annual fee of $56,500 and we pay the Chair of each of the Audit Committee, the Compensation and Leadership Development Committee, the Acquisition and Strategy Committee and the Governance and Nominating Committee an additional annual fee of $10,000. The annual retainer is paid quarterly and the fees for the Chair of the Board and each of its committees are paid at the time of our annual meeting of shareholders each year, and are not prorated. Outside directors will also receive $2,000 for every day, in excess of 12 days during a single calendar year, that a Board and/or committee meeting is held. We also reimburse outside directors for expenses that they incur to attend Board and committee meetings or to participate in educational programs. We pay each outside director $3,000 per day and reimburse his or her expenses when he or she visits our facilities to observe operations. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEStock Ownership Guidelines for Outside Directors
In February 2015, the Compensation and Leadership Development Committee created stock ownership guidelines for each of our directors, who is not also an officer or employee. The guideline counts only our common stock owned by them and does not include their stock options or restricted stock units. Each of such directors has until 2020 to comply with this guideline. The guideline for the minimum value for stock ownership of the Company for each of such directors is computed as 3 times their annual cash retainer, which is currently $195,000. In addition, all of our directors are subject to and currently in compliance with our anti-hedging and anti-pledging policy that was adopted by the Board in 2017.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Transactions with Related Persons
Since January 1, 2017, other than the compensation arrangements discussed under “Executive Compensation” and “Director Compensation” above, we did not have any transactions to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our common stock, or any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of, or person (other than a tenant or employee) sharing the household with, any of these individuals, had or will have a direct or indirect material interest.
In 2017, the Company paid Tacit Knowledge, a consultant on a software implementation project, $1.3 million for its services. The project started in 2015 and is expected to be continuing in 2018. Chris Andrasick, our director James S. Andrasick’s son, co-founded Tacit Knowledge in 2002. Tacit Knowledge was sold to Newgistics, Inc. (“Newgistics”) in 2013. Chris Andrasick was hired by Newgistics in 2013, as its Chief Strategy and Innovation Officer for Digital Commerce, but has had no financial interest in Tacit Knowledge since the 2013 acquisition, other than in his role as an officer of Newgistics. During 2017, Chris Andrasick left Newgistics to pursue other opportunities. Based on our review of payments made by the Company to Tacit Knowledge in prior years, such amounts were less than 0.5% of Newgistics’ consolidated gross revenues for the respective fiscal year; and accordingly, we have concluded the payments made by the Company in the year ended December 31, 2017 could not be significant to Tacit Knowledge or Newgistics. Our director Andrasick has had no financial interest in Tacit Knowledge.
Since 2016, Karen Colonias, the Company’s Chief Executive Officer, President and Director, has been a director of Reliance Steel & Aluminum Co. (“Reliance”). Reliance, through its subsidiaries, has been a provider of steel processing and handling services for the Company for several years. In 2017, the Company paid Reliance $0.6 million for its services. The relationship between the Company and Reliance is expected to be continuing in 2018. Pursuant to instructions to Item 404(a) of Regulation S-K, we do not deem Ms. Colonias to have a direct or indirect material interest in our relationship with Reliance solely because of her position as a director of Reliance.
Review, Approval or Ratification of Transactions with Related Persons
In 2018, the Board adopted a revised written Related Party Transactions Policy for the Company and all of its branches and subsidiaries, which applies to any transaction or series of transactions in which we or any of our branches or subsidiaries is a participant and covers our directors, NEOs and 5% shareholders. Pursuant to the Related Party Transactions Policy, the Nominating and Governance Committee or entire Board, as applicable, is responsible for review, approval, and ratification of transactions between the Company or its branches or subsidiaries and related persons. In addition to “related persons” defined in Item 404 of Regulation S-K, our Related Party Transactions Policy also cover members of our leadership team as designated by the Nominating and Governance Committee or Board from time to time. In accordance with the Related Party Transactions Policy, except for pre-approved transactions, if a transaction involves a covered employee (or an immediate family member thereof) and is valued at less than $1 million U.S. dollars, then a transaction review committee (the “TRC”), which serves as an advisory committee of the Company and generally include our Chief Financial Officer, or his or her designee, and outside counsel (provided that if the Chief Financial Officer is a related party, he or she will be replaced by another officer of the Company), will make recommendations to the Nominating and Governance Committee and the Nominating and Governance Committee will decide whether to approve or ratify the transaction; and if a transaction involves a director or a 5% shareholder (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, disapprove or reject a related party transaction, the Nominating and Governance 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. All transactions identified in the “Transactions with Related Persons” above have been reviewed, approved or ratified by the Nominating and Governance Committee or Board and our then-current related-parties policies and procedures have been followed with respect to all such transactions.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own 10% or more of our voting stock, to file reports of ownership and changes in ownership of our equity securities with the SEC and the NYSE. Directors, executive officers and beneficial owners of 10% or more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC.are required by SEC regulations
require such reporting persons to furnish us with copies of all section
Section 16(a) reports and amendments thereto thatforms they file. Based solely on oura review of the copies of such reports and amendments that we received and/those forms furnished to us, or written representations from such reporting persons that no reports on Form 5forms were required, for them, we believe that in 2017 our directors, executive officers and beneficial owners of 10% shareholders metor more of our common stock complied with all of the sectionSection 16(a) filing requirements regardingduring the year ended December 31, 2019. 60 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING OF STOCKHOLDERS AND VOTING What is the purpose of these proxy materials? As more fully described in the Notice, the Board of Simpson has made these materials available to you in connection with the Annual Meeting, which will take place on April 23, 2020 at 2:00 p.m., Pacific Time at our offices located at 5956 W. Las Positas Blvd., Pleasanton, California 94588. We will mail the Notice to our stockholders beginning on March 13, 2020, and our proxy materials will be posted on the website referenced in the Notice on that same date. Simpson, on behalf of its Board, is soliciting your proxy to vote your shares at the Annual Meeting. We solicit proxies to give all stockholders of record an opportunity to vote on matters that will be presented at the Annual Meeting. In this Proxy Statement you will find information on these matters, which is provided to assist you in voting your shares. Who will pay for the cost of this proxy solicitation? We will bear all expenses incurred in connection with this proxy solicitation, which we expect to conduct primarily by mail. In addition, our officers and regular employees may solicit your proxy by telephone, by facsimile transmission or in person, for which they will not be separately compensated. If your shares are held through a broker or other nominee (i.e., in “street name”) and you have requested printed versions of these materials, we have requested that your broker or nominee forward this Proxy Statement to you and obtain your voting instructions, for which we will reimburse them for reasonable out-of-pocket expenses. Who is entitled to vote at the Annual Meeting? Our Board selected February 25, 2020 (the “Record Date”) as the record date for determining stockholders entitled to vote at the Annual Meeting. This means that if you owned shares of our common stock.stock on the Record Date, you may vote your shares on the matters to be considered by our stockholders at the Annual Meeting. WHERE YOU CAN FIND MORE INFORMATIONThere were 44,365,526 shares of our common stock outstanding on the Record Date. Each outstanding share of common stock entitles its holder to one vote on each matter to be acted on at the meeting. We
Who may attend the Annual Meeting? Attendance at the meeting is limited to stockholders and beneficial owners as of the Record Date or duly appointed proxies. No guests will be admitted, except for guests invited by Simpson. Registration will begin at 1:45 p.m., Pacific Time, and the meeting will begin promptly at 2:00 p.m., Pacific Time. If your shares are requiredheld in “street name” through a broker, bank, trustee or other nominee, you are a beneficial owner, and beneficial owners will need to file annual, quarterlyshow proof of beneficial ownership, such as a copy of a brokerage account statement, reflecting stock ownership as of the Record Date in order to be admitted to the meeting. If you are a proxy holder for a stockholder, you will need to bring a validly executed proxy naming you as the proxy holder, together with proof of record ownership of the stockholder naming you as proxy holder. Please note that you may be asked to present valid photo identification, such as a valid driver’s license or passport, when you check in for registration. No cameras, recording equipment or other electronic devices will be allowed to be brought into the meeting room by stockholders or beneficial owners. What is the difference between holding shares as a stockholder of record and current reports,as a beneficial owner through a brokerage account or other arrangement with a holder of record? If your shares are registered in your name with Simpson’s transfer agent and registrar, Computershare Trust Company N.A., you are the “stockholder of record” of those shares. The Notice and the proxy materials have been provided or made available directly to you by Simpson. 2020 Proxy Statement | | | | | | | 61 |
TABLE OF CONTENTS If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” but not the holder of record of those shares, and the Notice and the proxy materials have been forwarded to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet. Most stockholders can vote by proxy in three ways: by Internet at www.proxyvote.com; by telephone; or by mail. If you are a stockholder of record, you can vote your shares in person at the Annual Meeting or vote now by giving us your proxy via Internet, telephone or mail. You may give us your proxy by following the instructions included in the Notice or, if you received a printed version of these proxy materials, in the enclosed proxy card. If you want to vote by mail but have not received a printed version of these proxy materials, you may request a full packet of proxy materials by following the instructions in the Notice. If you vote using either the telephone or the Internet, you will save us mailing expenses. By giving us your proxy, you will be directing us how to vote your shares at the meeting. Even if you plan on attending the meeting, we urge you to vote now by giving us your proxy. This will ensure that your vote is represented at the meeting. If you do attend the meeting, you can change your vote at that time, if you then desire to do so. If you are the beneficial owner of shares, but not the holder of record, you should refer to the instructions provided by your broker or nominee for further information. The broker or nominee that holds your shares has the authority to vote them, absent your approval, only as to matters for which they have discretionary authority under the applicable NYSE rules. Neither the election of directors nor the advisory vote to approve named executive officer compensation are considered routine matters. That means that brokers may not vote your shares with respect to those matters if you have not given your broker specific instructions as to how to vote. Please be sure to give specific voting instructions to your broker. If you received a printed version of these proxy materials, you should have received a voting instruction form from your broker or nominee that holds your shares. For shares of which you are the beneficial owner but not the holder of record, follow the instructions contained in the Notice or voting instruction form to vote by Internet, telephone or mail. If you want to vote by mail but have not received a printed version of these proxy materials, you may request a full packet of proxy materials as instructed by the Notice. If you want to vote your shares in person at the Annual Meeting, you must obtain a valid proxy from your broker or nominee. You should contact your broker or nominee or refer to the instructions provided by your broker or nominee for further information. Additionally, the availability of telephone or Internet voting depends on the voting process used by the broker or nominee that holds your shares. Why did I receive more than one Notice or Proxy Statement and Proxy Card or voting instruction form? You may receive more than one Notice, Proxy Statement, Proxy Card or voting instruction form if your shares are held through more than one account (e.g., through different brokers or nominees). Each proxy card or voting instruction form only covers those shares of common stock held in the applicable account. If you hold shares in more than one account, you will have to provide voting instructions as to each of your accounts in order to vote all your shares. SEC rules regarding the delivery of the Notice of Internet Availability of Proxy Materials, proxy statements and otherannual reports permit us, in specified circumstances, to deliver a single set of these materials to any address at which two or more stockholders reside. This method of delivery, often referred to as “householding,” will reduce the amount of duplicative information withthat stockholders receive and lower printing and mailing costs for us. Each stockholder will continue to receive a separate proxy card. We have delivered only one Notice of Internet Availability of Proxy Materials to eligible stockholders who are the SEC. You may read andbeneficial owner of shares who share an 62 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS address, unless contrary instructions were received from any such stockholder prior to the mailing date. We will deliver promptly, upon written or oral request, a separate copy anyof the Notice of Internet Availability of Proxy Materials to a stockholder at a shared address to which a single copy of such document we filewas delivered. Any stockholder who would like to receive a separate copy of the Notice of Internet Availability of Proxy Materials should submit this request to Simpson’s Corporate Secretary: (1) at the SEC’s public reference room located at 100 F Street, N.E.following address: Simpson Manufacturing Co., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the SEC’s website at www.sec.gov. You also may obtain freeInc., 5956 W. Las Positas Boulevard, Pleasanton, California 94588, Attn: Corporate Secretary; or (2) by calling (925) 560-9000. Beneficial owners sharing an address who receive multiple copies of the documents we file withNotice of Internet Availability of Proxy Materials and who would like to receive a single copy of such materials in the SECfuture will need to contact their broker, bank or other nominee to request that only a single copy of such document be mailed to all stockholders at the shared address in the future. What can I do if I change my mind after I vote? If you are a stockholder of record, you may change your vote by goingwritten notice to our website,Corporate Secretary, by granting a new proxy before the addressAnnual Meeting or by voting in person at the Annual Meeting. Unless you attend the meeting and vote your shares in person, you should change your vote before the meeting using the same method (by Internet, telephone or mail) that you first used to vote your shares. That way, the inspector of election for the meeting will be able to verify your latest vote. If you are the beneficial owner, but not the holder of record, of shares, you should follow the instructions in the information provided by your broker or nominee to change your vote before the meeting. If you want to change your vote as to shares of which you are the beneficial owner by voting in person at the Annual Meeting, you must obtain a valid proxy from the broker or nominee that holds those shares for you. What is http://www.simpsonmfg.com. a broker non-vote? If you are a beneficial owner whose shares are held of record by a broker or other holder of record, you must instruct the broker or other holder of record how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker or other holder of record can include your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the NYSE. For this Annual Meeting, if you are a beneficial owner whose shares are held by a broker or other holder of record, your broker or other holder of record has discretionary voting authority under NYSE rules to vote your shares on the ratification of the appointment of Grant Thornton, even if it has not received voting instructions from you. However, such holder does not have discretionary authority to vote on the election of directors, or the advisory vote to approve named executive officer compensation without instructions from you, in which case a broker non-vote will result and your shares will not be voted on those matters. What is the quorum for the Annual Meeting? The information providedAnnual Meeting will be held only if a quorum exists. The presence at the meeting, in person or by proxy, of holders of a majority of our outstanding shares of common stock as of the Record Date will constitute a quorum. If you attend the meeting or vote your shares by Internet, telephone or mail, your shares will be counted toward a quorum, even if you abstain from voting on a particular matter. Broker non-votes will be treated as present for the purpose of determining a quorum. Which items will be voted on at the Annual Meeting? At the Annual Meeting, we are asking you to vote on the following: the election of James S. Andrasick, Michael A. Bless, Jennifer A. Chatman, Karen Colonias, Gary M. Cusumano, Philip E. Donaldson, Celeste Volz Ford and Robin G. MacGillivray to our website isBoard of Directors, each for a term extending until our 2021 Annual Meeting of Stockholders; the advisory vote to approve named executive officer compensation; and 2020 Proxy Statement | | | | | | | 63 |
TABLE OF CONTENTS 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, 2020. We are not partaware of this Proxy Statement,any other matters that may be presented or acted on at the Annual Meeting. If you vote by signing and therefore is not incorporated by reference.returning the enclosed proxy card or using the telephone or Internet voting procedures, the individuals named as proxies on the card may vote your shares, in their discretion, on any other matter requiring a stockholder vote that comes before the meeting. Shareholders may express their views regarding
What are the topics raisedBoard’s voting recommendations? For the reasons set forth in more detail previously in this Proxy Statement, our Board recommends a vote: FOR the election of each director nominee; FOR the advisory vote to approve named executive officer compensation; and FOR 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, 2020. A stockholder of record who has properly executed and delivered a proxy may revoke such proxy at any time before the Annual Meeting in any of the four following ways: | timely complete and return a new proxy card bearing a later date; |
| vote on a later date by using the Internet or telephone; |
| deliver a written notice to our Corporate Secretary prior to the Annual Meeting by any means, including facsimile, stating that your proxy is revoked; or |
○
| attend the meeting and vote in person. |
If your shares are held of record by a bank, broker, trustee or other matters directlynominee and you desire to vote at the meeting, you may change your vote by submitting new voting instructions to your broker in accordance with such broker’s procedures. What are the voting requirements to elect the Directors and to approve each of the proposals discussed in this Proxy Statement? Each proposal requires the affirmative vote of a majority of our outstanding shares present in person or represented by proxy at the meeting and entitled to vote and actually voting on the matter. Because votes withheld in the election of any director, abstentions and broker non-votes are not actual votes with respect to a proposal, they will have no effect on the outcome of the vote on any proposal. Our Corporate Governance Guidelines provide that, in an uncontested election of directors, the Board expects any incumbent director nominee who does not receive “FOR” votes by a majority of shares present in person or by proxy and entitled to vote and either voting “FOR” or registering a decision to withhold a vote with respect to the Company through written communications sent directlyelection of such director to promptly tender his or her resignation to the attentionNominating and Governance Committee, subject to acceptance by our Board. Any shares subject to broker non-votes shall not be considered in making any determination pursuant to the immediately preceding sentence. The Nominating and Governance Committee will then make a recommendation to the Board with respect to the director nominee’s resignation and the Board will promptly consider the recommendation and take appropriate action. What happens if I do not specify a choice for a proposal when returning a proxy or do not cast my vote? You should specify your choice for each proposal on your proxy card or voting instruction form. Shares represented by proxies will be voted in accordance with the instructions given by the stockholders. If you are a stockholder of record and your proxy card is signed and returned without voting instructions, it will be voted according to the recommendations of our Board. If you do not return your proxy card or cast your vote, no votes will be cast on your behalf on any of the Board, any individual directoritems of business at the Annual Meeting. If you are the beneficial owner, but not the holder of record, of shares and fail to provide voting instructions, your broker or other holder of record is permitted to vote your shares on the ratification of Grant Thornton 64 | | | | | | | 2020 Proxy Statement |
TABLE OF CONTENTS as our independent registered public accounting firm. However, absent instructions from you, your broker or other holder of record may not vote on the election of directors or the non-employee directorsadvisory vote to approve named executive officer compensation, and no votes will be cast on your behalf for those matters. All voted proxies and ballots will be handled in a manner intended to protect your voting privacy as a group, by written communications addressedstockholder. Your vote will not be disclosed except: to meet any legal requirements; in limited circumstances such as a proxy contest in opposition to our Board; to permit independent inspectors of election to tabulate and certify your vote; or to respond to your written comments on your proxy card. Submission of Future Stockholder Proposals and Nominations for Director Stockholder Proposals for 2020 Proxy Statement. SEC rules permit stockholders to submit proposals for inclusion in the Company’s proxy statement if the stockholder and proposal meet the requirements specified in Rule 14a-8 of the Exchange Act. Where to send Stockholder Proposals. Any stockholder proposal intended to be considered for inclusion in the Company’s proxy materials for the 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”) must comply with the requirements of Rule 14a-8 of the Exchange Act and be submitted in writing by notice delivered to the Corporate Secretary, located at Simpson Manufacturing Co., Inc., 5956 W. Las Positas Blvd., Pleasanton, California 94588. HOUSEHOLDING OF PROXY MATERIALS
SEC rules permit companies and intermediaries such as brokersDeadline for Stockholder Proposals. Stockholder proposals submitted pursuant to satisfy delivery requirements for proxy materials with respect to two or more shareholders sharingRule 14a-8 must be received at our principal executive offices at least 120 days before the same address by delivering a single copyanniversary of the proxy materials addressed to those shareholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement and annual report to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement in the future, or if you and other shareholders sharing your address are receiving multiple copiesmailing of the proxy materials and you would like to receive only a single copy of such materials in the future, please notify your broker. You may also call (866) 540-7095 or write to: Householding Department, Broadridge, 51 Mercedes Way, Edgewood, New York 11717, and include your name, the name of your broker or other nominee, and your account number(s). If you share an address with another shareholder and have received only one set of thisprior year’s proxy materials and you wish to receive a separate copy, please notify us in writing to our Secretary at Simpson Manufacturing Co.material (i.e., Inc.by November 13, 2020), 5956 W. Las Positas Blvd., Pleasanton, California, 94588 and we will deliver a separate copy to you promptly. OTHER BUSINESS
As ofunless the date of this Proxy Statement,our 2021 Annual Meeting is changed by more than 30 days from April 23, 2021 (the one-year anniversary date of the 2020 Annual Meeting), in which case the proposal must be received a reasonable time before we are not awarebegin to print and mail our proxy materials.
Information to include in Stockholder Proposals. Stockholder proposals must conform to and set forth the specific information required by Rule 14a-8 of any matters that are expectedthe Exchange Act. Director Nominations by Stockholders and Other Proposals. Our By-Laws establish certain requirements for director nominations and proposals a stockholder wishes to come beforepresent at the 20182021 Annual Meeting other than those described in this Proxy Statement.pursuant to Rule 14a-8. If any other matter should be presented at the 2018 Annual Meeting upon which a vote may be properly taken, shares represented by all proxy cards received by the Board will be voted with respect thereto at the discretion of the persons named as proxies in the enclosed proxy card. DISCLAIMER REGARDING INCORPORATION BY REFERENCE OF THE REPORTS OF
THE AUDIT AND COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEES
ANY INFORMATION SHOWN IN THE SECTIONS ENTITLED “REPORT OF THE AUDIT COMMITTEE” AND “REPORT OF THE COMPENSATION AND LEADERSHIP DEVELOPMENT COMMITTEE” SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING BY SIMPSON MANUFACTURING CO., INC. WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT TO THE EXTENT THAT SIMPSON MANUFACTURING CO., INC. INCORPORATES THE INFORMATION BY SPECIFIC REFERENCE, AND SUCH INFORMATION SHALL NOT OTHERWISE BE DEEMED “SOLICITING MATERIAL” OR “FILED” UNDER SUCH ACTS.
SHAREHOLDER PROPOSALS AND PROXY ACCESS NOTICES
Proposals of shareholders for inclusion in the Company’s proxy statement for the 2019 annual meeting of shareholdersproposal is not being submitted pursuant to Rule 14a-8, promulgated under the Securities Exchange Act of 1934, as amended (“Rule 14a-8”)proposal must satisfy the
requirements of Rule 14a-8be written and be received by the Secretary, Simpson Manufacturing Co., Inc., 5956 W. Las Positas Blvd., Pleasanton, California, 94588, no later than November 13, 2018.
Nominations for director elections (other than shareholder nominees submitted for inclusion in the Company’s proxy materials pursuantdelivered to the proxy access provision of our Bylaws) or other business proposals that shareholders of the Company wish to put before the shareholders of the Company at the 2019 annual meeting of shareholders must meet the requirements of Article II, Section 5 of our Bylaws and must be received by theCorporate Secretary of the Company, at the address statedset forth above by the close of business not less than 75 days nor more than 90 days prior to the meeting. However, in the event that less than 85 days’ notice2021 Annual Meeting or prior public disclosure of the date of the meeting is given or made to shareholders,stockholders; provided, however, that in the event that less than 85 days’ notice by the shareholderstockholder, to be timely, must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the 2019 annual meeting was mailed or such public disclosure was made.
Notices for submitting nominees for election to the Board and being included in the Company’s proxy materials for the 2019 annual meeting of shareholders pursuant to the proxy access provision (Article II, Section 9) of our Bylaws must meet the requirements thereunder and must be received by the Secretary of the Company,delivered at the address statedset forth above not earlier than the close of business on October 14, 2018 nor laterthe 10th day following the day on which public announcement of the date of such annual meeting is first made by the Company.
Inclusion of Stockholder Nominee in Company Proxy Statement and Form of Proxy (Proxy Access) On March 28, 2017, the Company amended its By-Laws to provide for “proxy access.” The Company will include in its proxy statement and on its form of proxy the name of a director nominee submitted pursuant to Section 9 of the By-Laws by an “Eligible Stockholder” who provides the information and satisfies the other provisions of the Company’s proxy access By-Laws. To qualify as an “Eligible Stockholder,” a stockholder or a group of no more than the close20 stockholders must have continuously owned, for at least three years as of business on November 13, 2018; provided, however, that in the event that the date of the 2019Stockholder Notice (as defined in the By-Laws), at least three percent (3%) of the outstanding shares of the Company entitled to vote in the election of directors as of the date of the Stockholder Notice (the “Required Shares”) and thereafter continue to own the Required Shares through such annual meeting. | Deadline for notice. The stockholder notice must be delivered to the Office of the Corporate Secretary not later than the close of business on the 120th day, nor earlier than the close of |
2020 Proxy Statement | | | | | | | 65 |
TABLE OF CONTENTS business on the 150th day, prior to the first anniversary of the preceding year’s annual meeting of shareholders(no earlier than November 24, 2020 and no later than December 24, 2020 for the 2021 Annual Meeting). In the event the annual meeting is more than 30 days before or more than 60 days after March 13, 2019, such noticesanniversary date, or if no annual meeting was held in the preceding year, the Stockholder Notice must be so received by our Secretarydelivered not earlier than the close of business on the 150th day prior to such annual meeting and not later than the close of business on the later of the 120th day prior to such annual meeting, or if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. Other conditions. The ability to include proxy access nominees in the Company's proxy materials is subject to a number of requirements, conditions and limitations that are set forth in the By-Laws. By Order of the Board, Terry Hammons
Secretary BY ORDERDated: March 11, 2020
66 | | | | | | | 2020 Proxy Statement |
TABLE OF THE BOARDCONTENTS Brian J. Magstadt
Secretary
TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING, WE URGE YOU TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED, OR VOTE BY TELEPHONE OR THE INTERNET AS INSTRUCTED ON THE PROXY OR THE NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED.
ANNUAL REPORT TO SHAREHOLDERS ON FORM 10-K
UPON WRITTEN REQUEST TO OUR SECRETARY, SENT TO:
SIMPSON MANUFACTURING CO., INC.
5956 W. Las Positas Blvd.
Pleasanton, California 94588
WE WILL PROVIDE YOU, WITHOUT CHARGE, A COPY OF OUR ANNUAL REPORT TO SHAREHOLDERS ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENTS SCHEDULES FILED THEREWITH, ACCOMPANIED BY A LIST BRIEFLY DESCRIBING ALL THE EXHIBITS NOT CONTAINED THEREIN. PROVISION OF SUCH EXHIBITS WILL BE SUBJECT TO THE ADVANCE PAYMENT OF OUR REASONABLE EXPENSES IN FURNISHING THE EXHIBITS.
© 2016 Simpson Manufacturing Co., Inc. P71198 PR16
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