SIMPSON MANUFACTURING INC (SSD)
Sector: Industrials
2026 Annual Meeting Analysis
SIMPSON MANUFACTURING INC · Meeting: May 6, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2012 with strong financial and CEO experience; SSD's 3-year price return of 68.4% is strong positive, and the gap versus XLB (sector ETF) is only +33.6pp, well below the 65pp threshold required to trigger a AGAINST vote; no overboarding, attendance, or independence concerns.
Director since 2023, joining within the past 24 months of a meaningful portion of the measurement period; exempt from TSR trigger under the 24-month new-director exemption; brings relevant technology and data expertise with no governance concerns.
Director since 2023, also within or near the 24-month exemption window; brings operations, supply chain, and technology expertise relevant to Simpson's business; no overboarding, attendance, or independence concerns.
Independent Board Chair since 2018 with deep financial and building-products industry experience; SSD's 3-year TSR significantly outperforms XLB at +33.6pp versus the 65pp trigger threshold, so no TSR concern applies; 100% attendance and no governance red flags.
Director since January 2025, well within the 24-month new-director exemption from the TSR trigger; brings CFO and manufacturing finance expertise directly relevant to Simpson's business; no governance concerns.
Director since 2014 with entrepreneurial, technology, and strategic planning expertise; SSD's strong 3-year TSR of +68.4% and only a +33.6pp gap to XLB (far below the 65pp trigger threshold) means no TSR concern; 100% attendance and no governance issues.
Director since 2021 with industrial manufacturing, logistics, and M&A background; the 3-year TSR gap versus XLB of +33.6pp is well below the 65pp threshold, so no TSR trigger applies; the Invitae bankruptcy occurred during his tenure as CEO there but does not independently trigger a policy No vote; no attendance or independence concerns.
CEO and director since January 2023, within or near the 24-month exemption window for the TSR trigger; as a sitting CEO he is evaluated for overboarding (he holds only one public board seat, the Simpson board), so no overboarding concern; no other policy triggers apply.
All eight director nominees receive a FOR vote. Simpson's 3-year price return of 68.4% is strongly positive, and the company's performance gap versus the XLB sector ETF benchmark is only +33.6 percentage points, well below the 65pp threshold required to trigger AGAINST votes for strong-positive TSR companies. Three directors joined in 2023 or later and benefit from the 24-month new-director exemption. No director is overboarded, has attendance below 75%, or raises independence concerns. The board is 88% independent with a skills matrix disclosed.
Say on Pay
✓ FORCEO
Michael Olosky
Total Comp
$7,768,355
Prior Support
97.5%%
CEO Michael Olosky received total compensation of approximately $7.77 million in 2025, which is within a reasonable range for a CEO at a $7.2 billion Basic Materials company with $2.3 billion in revenue and strong operating margins. The pay structure is well-designed for shareholders: roughly 63% of the CEO's pay came from performance-based equity awards (performance stock awards vesting over a 3-year period tied to volume growth and EPS metrics) and short-term cash awards tied to operating income, meaning the large majority of pay is genuinely at risk based on results. Stock performance strongly supports the incentive pay — Simpson's 3-year price return of 68.4% outpaces the XLB sector ETF by 33.6 percentage points, so above-benchmark incentive pay is aligned with positive shareholder outcomes. The prior year Say on Pay vote received 97.5% support, the company has a robust clawback policy, and no policy triggers are met.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include the specific dollar amounts for audit fees and tax/non-audit fees, so the non-audit fee ratio trigger cannot be calculated — per policy, the tenure trigger requires confirmed data to fire and absence of tenure disclosure is only a minor negative factor, not a disqualifying one. Grant Thornton is a large national firm appropriate for a $7.2 billion market cap company. No material financial restatements are disclosed, and the Audit and Finance Committee pre-approved all fees and confirmed auditor independence, supporting a FOR vote.
Overall Assessment
Simpson Manufacturing's 2026 annual meeting ballot contains three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under this policy. The company's strong 3-year total shareholder return of 68.4% (outperforming the XLB sector ETF by 33.6 percentage points, well below the 65pp trigger threshold for strong-positive TSR companies), a well-structured pay-for-performance compensation program with 97.5% prior-year shareholder support, and a solid governance framework with an independent board chair and no material red flags support supportive votes across all proposals.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing