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 67.7% exceeds the XLB sector ETF by +35.5 percentage points, well below the 65-point threshold needed to trigger an against vote; no overboarding, independence, attendance, or other concerns identified.
Director since 2023, joined within the past 24 months of the relevant 3-year performance window and is effectively exempt from the TSR trigger; brings relevant technology and information leadership experience with no other policy concerns identified.
Director since 2023, joined within the past 24 months and is effectively exempt from the TSR trigger; brings operations, supply chain, and technology experience with no overboarding, independence, or attendance concerns identified.
Director since 2018 and current independent Board Chair with extensive financial and building-products industry experience; the 3-year outperformance gap of +35.5 percentage points versus XLB is well below the 65-point trigger threshold, and no other concerns identified.
Director since 2025, joined within the past 24 months and is exempt from the TSR trigger; brings CFO and manufacturing finance experience relevant to Simpson's business with no other policy concerns identified.
Director since 2014 with entrepreneurial, aerospace, and technology experience; the 3-year stock outperformance of +35.5 percentage points versus XLB is well below the 65-point trigger threshold, and no overboarding, independence, or attendance concerns identified.
Director since 2021 with industrial manufacturing and operations experience; the 3-year outperformance gap of +35.5 percentage points versus XLB falls well short of the 65-point trigger threshold, and while his prior role at Invitae Corporation ended in bankruptcy, that outside directorship has concluded and no current policy concerns apply.
CEO and director since 2023, joined within the past 24 months and is exempt from the TSR trigger as a newer director; as a sitting CEO he holds no additional outside public board seats, and no other policy concerns are identified.
All eight director nominees pass policy screens — the company's 3-year total shareholder return of +67.7% outperforms the XLB materials sector ETF by +35.5 percentage points, well below the 65-point underperformance threshold required for a strong-positive-TSR company; three directors joined within the past 24 months and are exempt from the TSR trigger; no overboarding, independence violations, attendance failures, or familial relationship concerns were identified across the slate.
Say on Pay
✓ FORCEO
Michael Olosky
Total Comp
$7,768,355
Prior Support
97.5%%
CEO Michael Olosky received total compensation of approximately $7.8 million in 2025, which is within a reasonable range for the chief executive of a $7.2 billion building-products manufacturer; the compensation structure is strongly performance-oriented, with roughly 78% of the CEO's target pay delivered through variable components — a cash profit-sharing plan tied to quarterly and annual operating income and a long-term equity program that is 65% performance stock awards (requiring 3-year revenue growth and EPS goals to vest) and 35% time-vested restricted stock. The company's 3-year stock price return of +67.7% meaningfully outpaces the XLB materials sector ETF by +35.5 percentage points, confirming that above-benchmark incentive pay is supported by strong shareholder returns. Prior Say on Pay support was 97.5% at the 2025 annual meeting, indicating broad shareholder satisfaction with the compensation program.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing references Grant Thornton as the auditor and notes that the Audit and Finance Committee pre-approved all fees and determined that services rendered were compatible with independence, but the specific dollar amounts for audit fees and tax (non-audit) fees were not captured in the extracted fee table provided; because the policy requires confirmed fee data to trigger a non-audit ratio concern, and confirmed tenure data to trigger the tenure concern, neither trigger fires on available information, and the default vote is FOR. Grant Thornton is a large national firm appropriate for a $7.2 billion company, the audit committee has pre-approval procedures in place, and no material restatements were identified.
Overall Assessment
Simpson Manufacturing's 2026 annual meeting presents a clean ballot with strong alignment between pay and performance — the company's 3-year total shareholder return of +67.7% significantly outpaces the XLB materials sector benchmark, supporting FOR votes on both director elections and Say on Pay; no stockholder proposals were submitted for the 2026 meeting, and the auditor ratification for Grant Thornton raises no policy concerns on available information. All eight director nominees pass policy screens and the executive compensation program is well-structured with meaningful performance conditions and a robust clawback policy.