DEF 14A of Simpson Manufacturing Co., Inc., Mar 24, 2025

DEF 14A of Simpson Manufacturing Co., Inc.

Filed Mar 24, 2025 · FY20240000920371-25-000064

Open on EDGAR

  1. Performance Highlights

    Performance Highlights

  2. Performance Highlights

    | Simpson Manufacturing Co., Inc. – 2025 Proxy Statement | 1 |

  3. Performance Highlights

    | Proxy Summary | Table of Contents |

  4. Performance Highlights

    | Item 1: Election of Directors | The Board of Directors (the “Board”) has nominated eight nominees, for one year terms expiring at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”), and recommends that stockholders vote for each nominee based on their specific background, experience, qualifications, attributes and skills. The Board recommends a vote FOR each director nominee. Page 9 |

  5. Performance Highlights

    | Director Nominees | | | | | | | | | | | Age | Director Since | Committees | Other Current Public Company Boards | | | | James Andrasick Independent Former Chief Executive Officer of Matson Navigation Company, Inc. | 80 | 2012 | •Audit and Finance Chair •Nominating and CSR | None | | | | Chau Banks Independent Chief Information and Data Officer of The Clorox Company | 55 | 2023 | •Compensation and Leadership Development •Nominating and CSR | None | | | | Felica Coney Independent Vice President, Global Server Operations of Google, Inc. | 54 | 2023 | •Audit and Finance •Corporate Strategy and Acquisitions | None | | | | Philip Donaldson Independent Non-Executive Chair of the Board, Executive Vice President & Chief Financial Officer of Andersen Corporation | 63 | 2018 | •Audit and Finance •Compensation and Leadership Development •Corporate Strategy and Acquisitions •Nominating and CSR | None | | | | Angela Drake Independent Executive Vice President & Chief Financial Officer of The Toro Company | 53 | 2025 | •Audit and Finance •Compensation and Leadership Development | None | | | | Celeste Volz Ford Independent Board Chair and Founder of Stellar Solutions | 68 | 2014 | •Compensation and Leadership Development Chair •Corporate Strategy and Acquisitions | None | | | | Kenneth Knight Independent Former President and Chief Executive Officer of Invitae Corporation | 64 | 2021 | •Audit and Finance •Corporate Strategy and Acquisitions Chair | None | | | | Michael Olosky President and Chief Executive Officer, Simpson Manufacturing Co., Inc. | 56 | 2023 | •Corporate Strategy and Acquisitions | None | | | We believe our Board is appropriately refreshed, and our directors bring a balance of experience and fresh perspectives. | | | | | |

  6. Performance Highlights

    | 2 | Simpson Manufacturing Co., Inc. – 2025 Proxy Statement |

  7. Performance Highlights

    | Table of Contents | Proxy Summary |

  8. Performance Highlights

    | Average Age 62 Average Tenure 5.6 Years Independence 88% | Directors Skills and Expertise | | | The Board is comprised of directors with strong professional reputations, skills and experience in established companies and other organizations of comparable status and size to us and/or in areas or industries relevant to our business, strategy and operations. Core skills, experiences, and statistics for each of our director nominees are included in the summary graphics below. The current composition of the Board and its director nominees reflect director-selection criteria developed by the Nominating and CSR Committee to address our needs and priorities. Further discussion on the qualifications and experience of director nominees is included in the “2025 Nominees” section of this Proxy Statement. |

  9. Performance Highlights

    | Gender Diversity | | Racial Diversity | | | | Board Tenure | | | | Board Skills | | | | | | | | | | | Olosky | Andrasick | Banks | Coney | Donaldson | Drake | Ford | Knight | | Financial Expertise | | ■ | | | ■ | ■ | | | | Public Company CEO Experience | ■ | ■ | | | | | | ■ | | Innovation and Business Transformation | ■ | | ■ | ■ | ■ | | ■ | ■ | | Building Industry | ■ | | | | ■ | ■ | | | | Public Company Executive Leadership and/or Corporate Governance | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Manufacturing | ■ | | ■ | ■ | ■ | ■ | | ■ | | M&A/Strategic Transactions | ■ | ■ | | | ■ | ■ | ■ | ■ | | Technology Expertise | ■ | | ■ | ■ | ■ | | ■ | | | International Perspective | ■ | ■ | ■ | ■ | | ■ | ■ | ■ | | Customer Experience and Brand Management | ■ | | | | ■ | | ■ | ■ | | Supply Chain/Logistics | ■ | ■ | | ■ | | ■ | ■ | ■ | | Human Capital/Talent Mgmt. | ■ | | | | | ■ | | ■ | | Enterprise Risk Mgmt. | ■ | | ■ | | ■ | ■ | | ■ | | Sustainability and Environmental | | | | ■ | | | ■ | | | ■ Directors with experience in each category | | | | | | | | | | ■ Experience that qualifies but falls outside of the defined temporal range | | | | | | | | | | * Statistics above are for director nominees, and do not include Mr. Cusumano, who is not standing for re-election. ** Average Age and Average Tenure are for nonemployee director nominees, and do not include Mr. Cusumano, who is not standing for re-election, or Mr. Olosky. | | | | | | | | |

  10. Performance Highlights

    | Simpson Manufacturing Co., Inc. – 2025 Proxy Statement | 3 |

  11. Performance Highlights

    | Proxy Summary | Table of Contents |

  12. Executive Compensation Summary

    | Competitive Target Total Compensation Versus Market Competitive Levels | Executive Officer Stock Ownership Guidelines and Stock Holding Policy | | Independent Consultant Retained by the Compensation and Leadership Development Committee | Executive Compensation Clawback Policy | | “Double-Trigger” Change-in-Control Treatment for Cash Severance Benefits and 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 | | Compensation Programs that Emphasize Pay and Performance Alignment | Annual Say on Pay Vote |

  13. 2025 Nominees

    2025 Nominees In nominating individuals to become members of the Board, the Nominating and CSR Committee considers the experience, qualifications, attributes and skills of each potential member. Each nominee brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas. The Nominating and CSR Committee and the Board considered the following information, including the specific experience, qualifications, attributes or skills of each individual, in concluding each was an appropriate nominee to serve as a member of our Board for a one-year term commencing at the Annual Meeting (ages are as of March 11, 2025).

  14. 2025 Nominees

    | Our Board of Directors recommends that stockholders vote “FOR” each of the nominees named below. |

  15. 2025 Nominees

    | Simpson Manufacturing Co., Inc. – 2025 Proxy Statement | 9 |

  16. 2025 Nominees

    | Item 1 | Table of Contents |

  17. 2025 Nominees

    | | | James Andrasick | | | | Professional Highlights: Mr. Andrasick joined the Board in 2012, and served as Chair of the Board from January 2019 to May 2024. 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; a Trustee (and previous Chairman) of the Big Sur Land Trust; and as Governor and Vice-Chair of the Santa Lucia Conservancy. He also previously served as a director and the Chairman of the Board of the American Red Cross, Hawaii State Chapter; served on the boards of the Aloha United Way, Arthritis Foundation and Hawaii Maritime Center; and as the Chairman and a Trustee of the University of Hawaii Foundation. | | | Former CEO Matson Navigation Age: 80 Director Since: 2012 Committee Assignments: •Audit and Finance Committee •Nominating and CSR Committee | | | | | 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, in real estate development for Alexander & Baldwin, Inc. 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. |

  18. 2025 Nominees

    | | | Chau Banks | | | | Professional Highlights: Ms. Banks joined the Board in 2023. She has been the Chief Information and Data Officer at The Clorox Company since 2020. Prior to that, Ms. Banks was the Chief Technology and Digital Officer at Revlon, Inc., from 2018 to 2020; and was the Executive Vice President, Chief Information Officer and Channel Integration at New York & Company from 2013 to 2017. Ms. Banks currently serves as an advisory board member of Pearl by David’s Bridal and previously served as a Board Member of NextUp, a non-profit organization from 2021 to 2024. | | | Chief Information and Data Officer, The Clorox Company Age: 55 Director Since: 2023 Committee Assignments: •Compensation and Leadership Development Committee •Nominating and CSR Committee | | | | | Contribution to and function on the Board: Ms. Banks brings to the board her significant experience in information technology including cyber infrastructure, digital and data transformations, and customer facing-digital technology. |

  19. 2025 Nominees

    | 10 | Simpson Manufacturing Co., Inc. – 2025 Proxy Statement |

  20. 2025 Nominees

    | Table of Contents | Item 1 |

  21. 2025 Nominees

    | | | Felica Coney | | | | Professional Highlights: Ms. Coney joined the Board in 2023. She has been Vice President, Global Server Operations with Google, Inc. since May 2023. Prior to that she served as Vice President, Server Operations, Americas since her start with Google, Inc. in 2021. Google, Inc. is an American multinational technology company focusing on artificial intelligence, online advertising, search engine technology, cloud computing, computer software, quantum computing, e-commerce, and consumer electronics. Prior to that, Ms. Coney was the Vice President, Walmart Supply Chain, Southeast Division at Walmart Inc., from 2019 to 2021; and held numerous roles as Vice President of Operations at Collins Aerospace from 2017 to 2019. Ms. Coney also serves as a member of the North Carolina A&T Engineering Advisory Board and as a member of the Albert Lepage Center for DEI. | | | Vice President, Global Server Operations, Google, Inc. Age: 54 Director Since: 2023 Committee Assignments: •Audit and Finance Committee •Corporate Strategy and Acquisitions Committee | | | | | Contribution to and function on the Board: Ms. Coney brings to the board her extensive experience in operations, supply chain and environmental, health and safety across technology, aerospace and consumer-focused public companies. |

  22. 2025 Nominees

    | | | Philip Donaldson | | | | Professional Highlights: Mr. Donaldson joined the Board in 2018 and became Chair of the board in May 2024. He intends to retire on March 31, 2025 from his position as Executive Vice President, Chief Financial Officer at Andersen Corporation where he has served since 2004. He will also retire from his position as a member of its Executive Committee, and as a member of its Board of Directors. Andersen Corporation is a leading maker of windows and doors for residential and commercial markets with 14,000 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 as a Board Member of Bemis Manufacturing Company, and as Chair of the Board of Directors of HealthPartners, Inc. He previously served, from 2010 to 2022, as a Board Member of HealthPartners, Inc., and from 2018 to 2022, as the Chairman of the Window and Door Manufacturer’s Association. | | | Executive Vice President & CFO Andersen Corporation Age: 63 Director Since: 2018 Committee Assignments: •Audit and Finance Committee •Compensation and Leadership Development Committee •Nominating and CSR Committee •Corporate Strategy and Acquisitions Committee | | | | | 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. |

  23. 2025 Nominees

    | Simpson Manufacturing Co., Inc. – 2025 Proxy Statement | 11 |

  24. 2025 Nominees

    | Item 1 | Table of Contents |

  25. 2025 Nominees

    | | | Angela Drake | | | | Professional Highlights: Ms. Drake joined the Board in 2025. She has been the Chief Financial Officer of The Toro Company, an industry leader and worldwide provider of innovative solutions for the outdoor environment, since March 2023. Prior to being appointed as The Toro Company’s Chief Financial Officer, Ms. Drake served in numerous leadership positions between April 2019 and March 2023, including Vice President, Finance, Vice President, Construction, and Senior Managing Director, Integration Co-Lead. In 2019, The Toro Company acquired Charles Machine Works, a privately held manufacturing company, where Ms. Drake served as the Chief Financial Officer from 2011 to 2019. Ms. Drake also serves as a member of the board of First Bank & Trust Company. | | | Chief Financial Officer, The Toro Company Age: 53 Director Since: 2025 Committee Assignments: •Audit and Finance Committee •Compensation and Leadership Development Committee | | | | | Contribution to and function on the Board: Ms. Drake has broad experience in strategic planning, people operations, business management, and finance and accounting in a manufacturing environment. |

  26. 2025 Nominees

    | | | Celeste Volz Ford | | | | Professional Highlights: Ms. Ford joined the Board in 2014. She was the Chief Executive Officer of Stellar Solutions, Inc., from the time she founded the company in 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. 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. In 2022, Ms. Ford established Stellar Ventures, a woman-led venture capital firm, and serves as a managing partner. Ms. Ford previously served, from 2020 to 2023, on the boards of CHG Group, Inc. a subsidiary of Chemring Group, PLC, a provider of advanced technology products and services to the aerospace, defense and security markets; and IRIS automation, a safety avionics technology company; and from 2015 to 2017, on the board of Seagate Government Solutions, which 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 Business Advisory Counsel of Illuminate Ventures. | | | Founder and Former CEO Stellar Solutions Former Public Company Directorships: Heritage Commerce Corporation Age: 68 Director Since: 2014 Committee Assignments: •Compensation and Leadership Development Committee (Chair) •Corporate Strategy and Acquisitions Committee | | | | | Contribution to and function on the Board: 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, as well as her valuable insights regarding activities in Europe. |

  27. 2025 Nominees

    | 12 | Simpson Manufacturing Co., Inc. – 2025 Proxy Statement |

  28. 2025 Nominees

    | Table of Contents | Item 1 |

  29. 2025 Nominees

    | | | Kenneth Knight | | | | Professional Highlights: Mr. Knight joined the Board in 2021. He was the Chief Executive Officer and a member of the Board of Directors of Invitae Corporation, a medical genetics company, from July 2022 to August 2024, and was their Chief Operating Officer from 2020 until 2022. Prior to joining Invitae Corporation, Mr. Knight was Vice President, Amazon Transportation Services, at Amazon.com from 2019 to 2020, and served as its Vice President, Global Delivery and Fulfillment, Human Resources from 2016 to 2019. Prior to that, Mr. Knight held management positions at Caterpillar Inc. from 2012 to 2016 and at General Motors Company from 2004 to 2012. Mr. Knight also serves as a member of the Georgia Tech President’s Advisory Board. | | | Former President and Chief Executive Officer Invitae Corporation Former Public Company Directorships: Invitae Corporation Age: 64 Director Since: 2021 Committee Assignments: •Corporate Strategy and Acquisitions Committee (Chair) •Audit and Finance Committee | | | | | Contribution to and function on the Board: Mr. Knight brings to the Board his strong and extensive background in industrial manufacturing, as well as his wealth of knowledge in mergers and acquisitions, customer and innovative growth, building supply management and domestic and international sourcing and distribution. |

  30. 2025 Nominees

    | | | Michael Olosky | | | | Professional Highlights: Mr. Olosky has served as our President and Chief Executive Officer and as a member of the Board since January 2023. From January 2022 to December 2022, Mr. Olosky previously served as our President and Chief Operating Officer, and from November 2020 to January 2022, as our Chief Operating Officer. Prior to joining Simpson, Mr. Olosky spent more than 22 years in numerous leadership positions at Henkel, a global chemical and consumer goods company. He most recently served as the Regional President, Henkel North America and Head of the Electronics and Industrial Division. | | | President and Chief Executive Officer Simpson Manufacturing Company, Inc. Age: 56 Director Since: 2023 Committee Assignments: •Corporate Strategy and Acquisitions Committee | | | | | Contribution to and function on the Board: Mr. Olosky brings to the board over 25 years of industry experience, a proven track record of leadership, and a dedication to the ongoing success of the Company. He has played an integral role in defining the Company’s growth strategy and brings his deep knowledge of Simpson’s daily operations, company performance and growth initiatives. Mr. Olosky’s experience at Henkel includes over nine years of international operations leadership, providing unique and valuable insights regarding activities in Europe. He is committed to maintaining the Company’s culture with a continued focus on innovation and customer service, and has demonstrated a commitment to integrity in all aspects of the Company’s business and transparency during his leadership. |

  31. 2025 Nominees

    | Simpson Manufacturing Co., Inc. – 2025 Proxy Statement | 13 |

  32. 2025 Nominees

    | Item 1 | Table of Contents |

  33. Stockholder Engagement

    •Maintaining longer performance-based equity award performance periods (3 years rather than just 1) per cycle, and continued separation 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 •Adopting a rigorous approach to establishing performance goals under the incentive plans

  34. Compensation Consultant

    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, the Compensation and Leadership Development Committee has engaged Meridian Compensation Partners, LLC (“Meridian”) 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. All executive compensation services provided by 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. Meridian was engaged by the Compensation and Leadership Development Committee to provide services including: •reviewing the custom peer group and identifying potential changes for consideration; •assessing the appropriateness and competitiveness of our compensation programs as compared to compensation programs maintained by peer companies; •evaluating our executives’ target compensation compared to market benchmarks, in total and by pay component; and •recommending changes to our short-term and long-term incentive programs. 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 consultant. 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 Meridian 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 Meridian.

  35. Related-Party Transactions

    | Table of Contents | Compensation of Directors |

  36. 2024 Director Compensation Table

    2024 Director Compensation Table The table below summarizes the compensation earned by or paid to our nonemployee directors for the year ended December 31, 2024.

  37. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total(2) ($) | | James Andrasick | 129,859 | 111,637(1) | — | 241,496 | | Chau Banks | 95,021 | 111,637(1) | — | 206,658 | | Jennifer Chatman | 35,168 | — | — | 35,168 | | Felica Coney | 92,000 | 111,637(1) | — | 203,637 | | Gary Cusumano | 104,036 | 111,637(1) | — | 215,674 | | Philip Donaldson | 153,055 | 146,068(1) | — | 299,123 | | Angela Drake | — | — | — | — | | Celeste Volz Ford | 102,041 | 111,637(1) | — | 213,678 | | Kenneth Knight | 99,690 | 111,637(1) | — | 211,328 | | Robin MacGillivray | 31,818 | — | — | 31,818 |

  38. 2024 Director Compensation Table

    1.Reflects the value of vested shares granted on May 1, 2024, 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718 “Compensation - Stock Compensation.” Each of the nonemployee directors’ equity awards corresponded to the approximate amount of his or her 2024 annual stock retainer, and was valued at $173.89 per share, the closing price of our common stock reported by the NYSE at the close of trading on April 30, 2024. Mr. Donaldson’s equity award also includes his additional stock retainer for serving as the Chair of our Board. This award was also valued at $173.89 per share, the closing price of our common stock reported by the NYSE at the close of trading on April 30, 2024. For a discussion of the valuation assumptions used in determining the grant date fair value of these awards, see Note 6 “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, 2024. 2.Amounts in this column may not add due to rounding. As of December 31, 2024, our nonemployee directors held no unvested stock awards or outstanding option awards with respect to our common stock.

  39. 2024 Director Compensation Table

    | Simpson Manufacturing Co., Inc. – 2025 Proxy Statement | 31 |

  40. 2024 Director Compensation Table

    Item 2: Advisory Vote To Approve Named Executive Officer Compensation We are asking our stockholders to vote on an advisory basis to approve the compensation of our Named Executive Officers (or “NEOs”) (sometimes referred to as “Say on Pay”) as required by Section 14A of the Securities Exchange Act of 1934, as amended (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 2026 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, the Board unanimously recommends that stockholders vote “FOR” the following resolution: “RESOLVED, that the compensation paid to the NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion & Analysis, compensation tables and accompanying narrative discussion in Simpson‘s Proxy Statement relating to its 2025 Annual Meeting of Stockholders, is hereby APPROVED.” Although the resolution is non-binding, the Board and Compensation and Leadership Development Committee consider the outcome of the vote when making future compensation decisions.

  41. 2024 Director Compensation Table

    | Our Board of Directors recommends that stockholders vote “FOR” the advisory vote to approve Named Executive Officer compensation. |

  42. 2024 TSR Performance

    2024 TSR Performance * The compensation peer group line represents a peer group index calculated based on 2024 weighted average TSR of our peer group. See “Additional Compensation Information” below for the composition of our peer group.

  43. 2024 NEO Compensation Mixes

    | ■ Base Salary | ■ CPS | ■ Long-Term Incentive |

  44. 2024 NEO Compensation Mixes

    * Performance-based compensation includes Cash Profit Sharing (“CPS”) awards based on financial and individual operational metrics and LTI awards including PSUs based on financial metrics and RSUs based on stock price performance. Amounts in the above charts may not add due to rounding.

  45. Pay-for-Performance: Key 2024 NEO Compensation Outcomes

    | NEO | Payout(1) | Target | | Michael Olosky | $609,283 | $900,000 | | Brian Magstadt | $269,271 | $397,753 | | Phil Burton | $231,914 | $340,406 | | Udit Mehta | $128,334 | $174,366 | | Cassandra Payton | $178,133 | $270,000 |

  46. Pay-for-Performance: Key 2024 NEO Compensation Outcomes

    1.The MBO modifier was used to adjust the NEOs’ EOCPS payouts in 2024 and ranged from 0% to 16.7%, due to each NEO’s performance of multiple financial and non-financial goals associated with our strategic initiatives and individual goals. Equity Awards In 2024, our CEO was granted equity awards with a target grant date total value of approximately $3,400,000, and our other NEOs were granted equity awards with target grant date values from approximately $390,000 to approximately $717,000. The target equity award value was delivered 35% in the form of time-based restricted stock units (“RSUs”) and 65% 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 2024-2026 measurement period.

  47. Pay-for-Performance: Key 2024 NEO Compensation Outcomes

    For 2024-2026 PSUs, we altered our approach to setting the goals for the performance metrics applicable to these PSUs due to the high uncertainty in U.S. housing and other construction markets. Annual revenue growth and ROIC performance goals are set at the beginning of each year in the 3-year measurement period (as opposed to setting cumulative 3-year goals or setting all three years of goals at the beginning of the measurement period), and the 3-year average results determine the number of PSUs that vest. The awards are 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 generally subject to a three-year vesting period with the RSUs vesting in equal annual installments on the first, second and third anniversaries of the vesting start date (as determined by the CLDC), respectively. Please refer to the “2024 Summary Compensation Table,” “NEO Compensation Program Design” and “Executive Compensation Analysis” subsections below for a more detailed disclosure of our CEO and the other NEOs’ 2024 total compensation programs and values.

  48. Compensation-Setting Process

    Role of Compensation Consultants The CLDC has engaged, and expects to continue to engage, independent advisers, including independent compensation consultants, from time to time to assist in carrying out its responsibilities. The specific services provided by Meridian to us in 2024 consisted of: reviewing our peer group and comparative compensation analysis, assessing the appropriateness and competitiveness of our executive compensation program as compared to those of the peer group, recommending changes to our executive compensation programs, and evaluating our executive and director compensation.

  49. 2024 Executive Compensation Key Policies and Practices

    | Annual Review | The CLDC conducts annual evaluations of NEOs’ compensation; | | Caps | We cap payout amounts for the NEOs’ EOCPS and performance-based equity awards; | | Double Triggers | Equity awards are subject to double trigger change-in-control requirements; | | Compensation Clawback | We maintain and operate a robust compensation recovery policy; | | Ownership Guidelines | Stock ownership guidelines are in place for our NEOs and our Board; | | No Hedging or Pledging | We maintain robust anti hedging and anti pledging policies; | | Limited Perquisites | We do not provide NEOs with material perquisites; and | | Strategic Guidance | The CLDC retains an independent compensation consultant to provide strategic guidance to the CLDC regarding executive compensation. |

  50. Setting Performance Goals

    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. 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. 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.

  51. Setting Performance Goals

    | Simpson Manufacturing Co., Inc. – 2025 Proxy Statement | 43 |

  52. Setting Performance Goals

    | Compensation Discussion & Analysis | Table of Contents |

  53. Setting Performance Goals

    The performance goals for our NEOs’ 2024 EOCPS and performance-based equity awards and their alignment with our strategies are set forth below:

  54. Setting Performance Goals

    | Incentive Component | Performance Metric | Alignment with Our Strategies | | EOCPS awards (STI) | 1-year Operating Income | A key measure of our profitability; supports long-term value creation; and maintains our long-standing culture of promoting sense of ownership among employees to deliver stockholder value. | | EOCPS awards (STI) | 1-year Individual MBOs | Financial, operational and human capital management goals directly aligning to the Company’s strategic initiatives. | | Performance-based equity awards (LTI) | Average Annual Revenue Growth over 3 years | Aligns with our ongoing focus on growing revenues across key business segments; and facilitates decisions that will drive sustainable revenue growth. | | Performance-based equity awards (LTI) | Average Annual ROIC(1) over 3 Years | Reinforces our ongoing focus on maximizing our investment returns; and prompts thoughtful capital allocation strategy. |

  55. Setting Performance Goals

    1.For the 2024-2026 equity awards, 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”), adjusted for (b) the effect of the Company’s non-qualified deferred compensation plan on net income, as divided by (c) the average of the sum of total stockholders’ equity and total long-term debt, 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, for the 2024-2026 equity awards, the Company’s ROIC, a ratio or statistical measure, is calculated using mostly financial measures presented in accordance with GAAP.

  56. 2024 Compensation Program Elements

    2024 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 our executive population, including our NEOs, include three core 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 retain their services and motivate them to achieve results that increase stockholder value.

  57. 2024 Annual Target Award Opportunity

    1.The significant year-over-year increase for Ms. Payton was due to her promotion into an NEO role with additional responsibilities. Each NEO may earn between 0% and 200% of his or her annual target award opportunity based on achieved performance against pre-established target qualified operating income goals. The threshold payout hurdle is 70% of the pre-established target qualified operating income goal, and payment for such threshold performance equals 25% of each NEO’s annual target award opportunity. No payouts are made if threshold performance is not achieved according to the following: •If the qualified operating income achievement is less than the threshold goal in any quarter, our NEOs receive no EOCPS award payment for such quarter. •If the annual qualified operating income achievement is less than the annual threshold goal for the year, our NEOs receive no EOCPS award payments for the annual portion of the award, but may still receive one or more quarterly EOCPS payments during the year. •If the qualified operating income achievement is less than the threshold goal in each quarter and for the full year, our NEOs receive no EOCPS award payouts for that year.

  58. 2024 Qualified Operating Income Achievements and EOCPS Awards

    Threshold qualified operating income represented 70% of the target qualified operating income for the quarter and full year, while maximum qualified operating income represented 140% of the target qualified operating income for each quarter and 130% of the target operating profit for the full year. The target quarterly goal levels were established by the CLDC based on its judgment and evaluation of the seasonality of the Company’s business. The threshold, target, and maximum annual amounts that may be paid out under the EOCPS Plan to each of our NEOs for 2024 were as follows:

  59. 2024 Qualified Operating Income Achievements and EOCPS Awards

    | NEO | 2024 Threshold Annual Payouts ($) | 2024 Target Annual Payouts ($) | 2024 Maximum Annual Payouts ($) | | Michael Olosky | 225,000 | 900,000 | 1,800,000 | | Brian Magstadt | 99,438 | 397,753 | 795,506 | | Phil Burton | 85,101 | 340,406 | 680,811 | | Udit Mehta(1) | 43,592 | 174,366 | 348,732 | | Cassandra Payton | 67,500 | 270,000 | 540,000 |

  60. 2024 Qualified Operating Income Achievements and EOCPS Awards

    | NEO | Payouts ($) | % Payout vs. Target | | Michael Olosky | 609,283 | 67.70 | | Brian Magstadt | 269,271 | 67.70 | | Phil Burton | 231,914 | 68.13 | | Udit Mehta | 128,334 | 73.60 | | Cassandra Payton | 178,133 | 65.98 |

  61. 2024 Long-Term Equity Awards

    2024 Long-Term Equity Awards Our NEOs’ long-term compensation is entirely equity-based. We grant equity awards to our NEOs pursuant to the Company’s current equity incentive plan, the amended and restated 2011 Incentive Plan (the “2011 Incentive Plan”). Restricted Stock Units in General Our NEOs’ 2024 awards of restricted stock units were made in the following two forms: 1. Time-based restricted stock units (“RSUs”) that are generally subject to three-year ratable vesting and comprise 35% of each NEO’s target equity award; and 2. Performance-based restricted stock units (“PSUs”) that generally vest based on the achievement of the average of annual revenue growth and ROIC performance goals over a three-year performance period and comprise 65% of each NEO’s target equity award. The target equity award opportunity for each of our NEOs for 2024 and 2023 were as follows:

  62. 2024 Long-Term Equity Awards

    | NEO | 2024 Target Equity Award ($) | 2023 Target Equity Award ($) | | Michael Olosky | 3,400,000 | 2,400,000 | | Brian Magstadt | 716,880 | 696,000 | | Phil Burton | 532,350 | 455,000 | | Udit Mehta | 390,000 | N/A | | Cassandra Payton | 590,000(1) | 135,000 |

  63. 2024 Long-Term Equity Awards

    1.The significant year-over-year increase for Ms. Payton was due to her promotion into an NEO role with additional responsibilities. The CLDC evaluated peer group and market survey data provided by Meridian and considered additional internal factors such as the CEO’s recommendation and the NEOs’ performance prior to increasing these target equity awards from 2023 levels, as applicable.

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  66. 2024 Long-Term Equity Awards

    Our NEOs’ 2024 RSU Awards In 2024, the CLDC approved RSU awards to each of our NEOs as indicated below:

  67. 2024 Long-Term Equity Awards

    | Named Executive Officer | Shares Under 2024 RSUs | | Michael Olosky | 7,476 | | Brian Magstadt | 1,577 | | Phil Burton | 1,172 | | Udit Mehta | 3,921 | | Cassandra Payton | 1,298 |

  68. 2024 Long-Term Equity Awards

    See “Accelerated Vesting and Payout” and “Potential Payments on Termination or Change in Control” below for a discussion of potential early vesting of such RSU awards. Our NEOs’ 2024 PSU Awards For 2024 PSUs, we altered our approach to setting the goals for the performance metrics applicable to these PSUs. Annual revenue growth and ROIC performance goals will be set at the beginning of each year in the 3-year measurement period (as opposed to setting cumulative three-year goals or setting all three years of goals at the beginning of the measurement period), and the 3-year average results will determine the number of PSUs that vest. The CLDC set the first year performance goals for our NEOs’ 2024 PSU awards in early 2024, with 50% of the goals based on the Company’s 2024 revenue growth (the “Revenue Growth Goals”) and the remaining 50% based on the Company 2024 ROIC (the “ROIC Goals”). The remaining Revenue Growth Goals and ROIC Goals for the 2024 PSUs will be set at the beginning of each remaining year in the 3-year measurement period and the results for each year will be averaged at the end of the 3-year period to determine the number of PSU shares that vest. The NEOs’ 2024 PSU measurement period starts on January 1, 2024 and ends on December 31, 2026. The number of PSU shares that may vest ranges from 0% to 200% of each NEO’s target award opportunity, depending on the extent to which the performance goals will have been achieved at the end of 2026. 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 2024 PSU awards granted to each of our NEOs is as follows:

  69. 2024 Long-Term Equity Awards

    | | Target PSU Shares Under 2024 PSU Awards(1) | Maximum PSU Shares Under 2024 PSU Awards(2) | | Michael Olosky | 13,882 | 27,764 | | Brian Magstadt | 2,926 | 5,852 | | Phil Burton | 2,172 | 4,344 | | Udit Mehta | 1,850 | 3,700 | | Cassandra Payton | 2,408 | 4,816 |

  70. 2024 Long-Term Equity Awards

    1.This column represents the total target number of shares for the full 2024 PSU measurement period, unlike in the Summary Compensation Table where, under SEC disclosure rules, only the portion of the NEOs’ 2024 PSU awards that relate to the 2024 performance period are reported. 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. The 2024 PSU awards incorporate annual performance goals established at the beginning of each year in the 3-year performance period due to the high degree of uncertainty in U.S. housing and other construction markets. The target PSUs in the table above reflect the total target PSUs for the full 3-year period, which were allocated in substantially equal amounts for each of the 2024, 2025 and 2026 performance periods.

  71. 2024 Long-Term Equity Awards

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  73. 2024 Long-Term Equity Awards

    Actual performance results for the first year performance period (2024) of the 2024-2026 PSU awards were as follows:

  74. 2024 Long-Term Equity Awards

    | | Actual Results | | | 2024 (%) | | Revenue Growth | 0.8 | | ROIC | 15.0 |

  75. 2024 Long-Term Equity Awards

    For the 2025 PSU award, the Company will revert back to 3-year cumulative performance goals set at the beginning of the 3-year measurement period. Our Participating NEOs’ 2022-2024 PSU Awards The CLDC set the performance goals for the 2022 PSU awards for all participating NEOs in early 2022. 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 2022-2024 measurement period (with each metric weighted equally). Due to the ETANCO acquisition in April 2022, the performance metrics excluded ETANCO. Threshold, target and maximum levels for these performance metrics were as follows:

  76. 2024 Long-Term Equity Awards

    | | Threshold (%) | Target (%) | Maximum (%) | | Revenue Growth | 8.3 | 11.0 | 16.5 | | Average ROIC | 14.4 | 20.1 | 28.8 |

  77. 2024 Long-Term Equity Awards

    Actual performance results for the 2022-2024 performance period were as follows:

  78. 2024 Long-Term Equity Awards

    | | Actual Results | | | 2022-2024 (%) | | Revenue Growth | 6.93 | | Average ROIC | 22.37 |

  79. 2024 Long-Term Equity Awards

    The 2022-2024 revenue growth was below threshold, resulting in no shares earned for this metric. The 2022-2024 average ROIC performance was above target. This resulted in a total payout of 63.05% for the 2022 PSU awards to the participating NEOs. Payouts for the 2022 PSU awards for the participating NEOs were as follows:

  80. 2024 Long-Term Equity Awards

    | | 2022 PSU Shares Payouts(1) | | Michael Olosky | 3,308 | | Brian Magstadt | 1,918 | | Phil Burton | 463 |

  81. 2024 Long-Term Equity Awards

    1.No fractional shares will be issued pursuant to any PSU award and, therefore, any fractional shares were forfeited or otherwise eliminated as determined by the CLDC.

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  83. 2024 Long-Term Equity Awards

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  84. Potential Accelerated Vesting and Payout

    Potential Accelerated Vesting and Payout Under the 2011 Incentive Plan, the vesting of RSUs 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 service tenure conditions), death or disability, all of the employee’s unvested RSUs vest. Second, all outstanding RSUs held by an employee vest on a change in 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, at its discretion. Similarly, the grant agreements for PSU awards provide that, irrespective of when the PSU awards vest, they may only be paid out following the last day of the applicable vesting period after the performance period has concluded and subject to achievement of the applicable performance goals. Further, the grant agreements for PSU awards require the PSU shares that could eventually become payable in favor of the recipient following the last day of the applicable vesting period after the performance period to be prorated based on the early-vesting date and the date when the applicable vesting period is scheduled to expire.

  85. Change in Control or Asset Sale

    Change in Control or Asset Sale The 2011 Incentive Plan 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’ 2024 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’ 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” accelerated vesting mechanism, our NEOs’ grant agreements for PSU and RSU awards require that for the PSU or RSU awards to vest ahead of schedule on a sale event, an NEO’s employment with the Company and its subsidiaries (or the acquiring, surviving or resulting entity) must terminate, either by the officer for good reason or by his or her employer without cause within two 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.

  86. Designation of Peer Companies to Help Set Executive Compensation

    Designation of Peer Companies to Help Set Executive Compensation The Company maintains a comparative market peer group that includes certain companies in the building products or construction material industries that we consider our peer companies for comparative compensation purposes 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 stockholder feedback. These companies designated as peers individually had revenues between $1.1 billion and $3.9 billion in 2023, which values are approximately .5 to 1.8 times the Company’s 2023 revenue.

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  88. Designation of Peer Companies to Help Set Executive Compensation

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  89. Designation of Peer Companies to Help Set Executive Compensation

    Based on the above selection criteria, the CLDC approved the following 19-company peer group from which we derived compensation data the CLDC considered in setting our NEOs’ 2024 compensation.

  90. Designation of Peer Companies to Help Set Executive Compensation

    | A.O. Smith Corporation | Armstrong World Industries, Inc | Patrick Industries, Inc. | | AAON, Inc. | Atkore Inc. | PGT Innovations, Inc | | Advanced Drainage Systems, Inc | Eagle Materials, Inc. | Quanex Building Products Corp. | | Allegion plc | Gibraltar Industries, Inc. | Summit Materials, Inc. | | American Woodmark Corp. | James Hardie Industries plc | The AZEK Company Inc. | | Apogee Enterprises, Inc. | Louisiana-Pacific Corporation | Trex Company, Inc | | | Masonite International Corp | |

  91. Designation of Peer Companies to Help Set Executive Compensation

    Our compensation consultant gathered data on the salary, bonus, total cash compensation, long-term incentives and total direct compensation paid by these peer companies to support the CLDC’s compensation decisions. Following the peer group review in 2023 the CLDC added A.O. Smith Corporation, James Hardie Industries plc, and Louisiana-Pacific Corporation to the peer group due to revenue and industry compatibility.

  92. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan We maintain and operate a nonqualified deferred compensation plan for certain eligible U.S.-based employees (including the NEOs) and non-employee members of the Board. Under the plan, (1) eligible employee participants can defer up to 100% of their base salary, short-term performance-based cash incentive award, and RSUs and PSUs, and (2) eligible director participants can defer up to 100% of their non-employee cash compensation or stock awards, in each case less applicable taxes and authorized benefits deductions. The plan is a nonqualified plan and is an unsecured, general obligation of the Company, and we have established and funded a “rabbi” trust to satisfy our payment obligations under this plan. Deferrals of equity awards under the plan will be made in the form of deferred shares awards. Timely deferral and payment elections are required of participants under the plan, and participants will be fully vested in their deferral accounts under the plan. The plan does not provide for Company contributions. Earnings on a participant’s deferred account are based on the results of the investment options available in the plan that are selected by the participant (except that equity awards can be initially invested only in Company stock, provided that diversification of such investment is permitted after a requisite holding period subsequent to vesting). Settlement is generally made in cash or shares, as applicable, at a date determined by the participant at the time a deferral election is made. Certain of our NEOs deferred a portion of their compensation in 2024 under the plan. See “2024 Non-Qualified Deferred Compensation Plan” below for a more detailed discussion of the deferred compensation plan and its operation in 2024.

  93. Executive Severance Plan

    Executive Severance Plan In May 2024, the Board approved the adoption of the Simpson Manufacturing Co., Inc. Severance Plan (the “Severance Plan”), effective May 1, 2024. The Severance Plan provides for the payment of severance and other benefits to eligible employees in the event of an involuntary termination of employment with the Company other than for Cause or other disqualifying circumstances, or upon resignation for Good Reason, as defined in the Severance Plan. In the event of a qualifying termination and subject to the employee’s execution of a general release of liability against the Company and other requirements as specified in the Severance Plan, the Company will award the following discretionary Severance Plan payments and benefits to the eligible executive officers: •payment of (1) base salary and (2) the aggregate annual target award opportunity under the EOCPS for the year in which termination occurs, multiplied by two in the case of the Chief Executive Officer, multiplied by one in the case of executive officers, other than the Chief Executive Officer, multiplied by three-fourths in the case of each eligible senior vice president or vice president with 5 or more years of service, or multiplied by one-half in the case of each eligible senior vice president or vice president with less than five years of service; and •payment of COBRA premiums, for up to 18 months in the case of the Chief Executive Officer, or for up to 12 months in the case of each executive officer other than the Chief Executive Officer and each eligible senior vice president or vice president. In addition, in the event of a qualifying termination during the Change in Control Protection Period, as defined in the Severance Plan, and subject to the applicable participant’s execution of a general release of liability against the Company and other requirements as specified in the Severance Plan, the Severance Plan provides that the Company will award the following payments and benefits to the eligible executive officers: •payment of (1) base salary and (2) the greater of the eligible employee’s aggregate annual target award opportunity under the EOCPS for the year in which the Change in Control occurs, or the eligible employee’s aggregate annual target award opportunity under the EOCPS for the year in which termination occurs, multiplied by two and a half in the case of the Chief Executive Officer, or multiplied by two in the case of executive officers other than the Chief Executive Officer; and •payment of COBRA premiums, for up to 24 months in the case of the Chief Executive Officer and executive officers other than the Chief Executive Officer.

  94. Executive Severance Plan

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  95. Executive Severance Plan

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  96. Material Risk Considerations of Compensation Policies

    Material Risk Considerations of Compensation Policies We face various types of risk daily, including market risk, credit risk, currency risk, and interest rate risk, as well as general business risk. Our compensation programs generally look at longer timeframes, currently from one quarter to three 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 Stockholders on Form 10-K for the period ended December 31, 2024, under the heading Item 1A - “Risk Factors” and the heading Item 7 - “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 stockholder 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. Payouts under the EOCPS Plan are based 40% on quarterly qualified operating income and 60% on annual qualified operating income and can be modified based on the achievement level of MBO goals. Accordingly, each of our NEOs receive four quarterly payouts and one annual payout. If the qualified operating income or other performance goal achievement is less than the minimum amount in one or more quarters of any year, our NEOs will receive no payment for such quarter(s). In addition, if the annual qualified operating income or other performance goal is less than the annual minimum 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 aspects 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 stockholders, for example, by growing our revenues and increasing the return on our stockholders’ invested capital. Because our NEOs’ and other employees’ equity awards generally vest over several years after grant, and grants are made annually with overlapping performance and vesting cycles, 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.

  97. 2024 Summary Compensation Table

    2024 Summary Compensation Table The table below provides information with respect to the compensation of our Named Executive Officers (“NEOs”), which include our Principal Executive Officer, our former Principal Financial Officer, and our three other most highly compensated executive officers serving as of December 31, 2024, for their services provided to us and our subsidiaries in all capacities during the three years ended December 31, 2022, 2023 and 2024, as applicable.

  98. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Michael Olosky President and Chief Executive Officer | 2024 | 900,000 | | 2,160,421 | 609,283 | 34,750 | 3,704,453 | | | 2023 | 800,000 | | 2,823,117 | 1,483,432 | 33,000 | 5,139,549 | | | 2022 | 620,000 | | 1,137,526 | 915,216 | 133,376 | 2,806,118 | | Brian Magstadt Former Chief Financial Officer and Treasurer | 2024 | 568,218 | 1,013(4) | 455,587 | 269,271 | 34,500 | 1,328,589 | | | 2023 | 551,668 | | 897,897 | 719,838 | 33,500 | 2,202,903 | | | 2022 | 530,450 | | 691,010 | 522,017 | 31,000 | 1,774,478 | | Phil Burton Executive Vice President – North America | 2024 | 486,294 | 1,201(4) | 338,433 | 231,914 | 34,500 | 1,092,342 | | | 2023 | 454,480 | | 531,546 | 573,608 | 33,000 | 1,592,634 | | Udit Mehta Chief Technology Officer | 2024 | 300,871 | 300,000(5) | 795,528 | 128,334 | 36,236 | 1,560,969 | | Cassandra Payton Executive Vice President – General Counsel | 2024 | 450,000 | | 374,965 | 178,133 | 34,500 | 1,037,598 |

  99. 2024 Summary Compensation Table

    1.Amounts in this column for 2024 reflect the grant date fair value of the restricted stock units granted to the applicable NEO under the 2011 Incentive Plan in 2024. There were two kinds of restricted stock units granted to our NEOs in 2024: 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 to be included for 2024 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.” For all of our NEOs except Mr. Mehta, the 2024 RSU and PSU awards were made on January 18, 2024 and fair value was calculated as $178.93 and $177.80 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 January 17, 2024, discounted for dividends that these awards did not participate in. Mr. Mehta’s 2024 RSU and PSU awards were made on May 10, 2024 and fair value was calculated as $175.47 and $174.34 per sahre, respectively, based on the closing price of our common stock reported by the NYSE at the close of business on May 9, 2024, discounted for dividends that these awards did not participate in. Under SEC disclosure rules, only the portion of the NEOs’ 2024 PSU awards that relate to the 2024 performance period are reported in this column for 2024 (because only the performance goals for that portion of the 2024 PSUs were established during 2024). Grant date fair value for the remaining 2025 and 2026 portions of the 2024 PSU awards granted in January 2024 will be reported in future years in the Summary Compensation Tables for those fiscal years, respectively (because the performance goals for such portions of the 2024 PSUs will be established during such future years). Vesting of any portion of the 2024 PSUs is subject to the full 3-year performance period and based on the results of this performance period, the 2024 portion (as well as the

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  102. 2024 Summary Compensation Table

    2025 and 2026 portions) may not vest at all. Assuming achievement of maximum performance of the 2024 portion of the 2024 PSUs granted to Messrs. Olosky, Magstadt, Burton, and Mehta, and Ms. Payton would be $1,645,480, $346,829, $257,454, $215,019, and $285,428, respectively. For a discussion of the valuation assumptions used in determining the grant date fair value of these awards see Note 6 “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, 2024. 2.Amounts in this column for 2024 reflect cash incentive compensation earned by the applicable NEO pursuant to the terms of our EOCPS Plan with respect to 2024 (regardless of the year in which such amounts were actually paid). Quarterly 2024 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 2024, which were paid in the first quarter of 2025, are reflected for 2024. Annual 2024 EOCPS awards received by our NEOs were earned in 2024 and paid in 2025, but are reflected for 2024. See “Executive Compensation Analysis - Executive Officer Cash Profit Sharing (EOCPS) Awards” above. 3.Company contribution amounts to defined contribution plans, as well as certain other amounts included as 2024 “All Other Compensation” for our NEOs, are set forth in the table below.

  103. 2024 Summary Compensation Table

    | | Profit sharing trust contribution and share of forfeitures ($)(a) | Charitable Gift Matching Contributions ($) | Relocation Allowance ($)(b) | Total ($) | | Michael Olosky | 34,500 | 250 | | 34,750 | | Brian Magstadt | 34,500 | | | 34,500 | | Phil Burton | 34,500 | | | 34,500 | | Udit Mehta | 9,026 | | 27,210 | 36,236 | | Cassandra Payton | 34,500 | | | 34,500 |

  104. 2024 Summary Compensation Table

    a.Amounts in this column include our contribution to the applicable NEO’s profit sharing trust account, pursuant to a defined contribution profit sharing trust plan we maintain for U.S.-based employees, including our NEOs, with respect to 2024 (regardless of the year in which such amounts were actually paid) in an amount equal to the sum of (i) 7% of the applicable NEO’s qualifying salary, which is subject to a 6-year vesting period and the NEO being employed at the beginning and end of the year, (ii) 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) a proportionate share of contributions from employees who terminated employment with us before such contributions fully vest; provided, however, that the profit sharing trust plan limits our contributions only to trust amounts deductible for federal income tax purposes under Section 404(a) of Internal Revenue Code and thus imposes a contribution limit of $34,500 for 2024. The contributions earned by the applicable NEO with respect to the fourth quarter of 2024, which were paid as of the first quarter of 2025, are reflected for 2024. b.The amounts in this column reflect relocation allowances for moving expense in 2024 for Mr. Mehta. 4. These amounts represent Everybody Matters service awards paid to Mr. Magstadt and Mr. Burton in 2024. 5. This amount represents a sign-on bonus paid to Mr. Mehta in 2024.

  105. 2024 Summary Compensation Table

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  107. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table summarizes the cash award opportunities granted to our NEOs during 2024 under our EOCPS Plan and the equity awards granted to our NEOs under our 2011 Incentive Plan.

  108. 2024 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum (#) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael Olosky | | 225,000 | 900,000 | 1,800,000 | | | | | | | | 1/18/2024(5) | | | | 2,314 | 4,627 | 9,255 | | 822,740 | | | 1/18/2024 | | | | | | | 7,476 | 1,337,681 | | Brian Magstadt | | 99,438 | 397,753 | 795,506 | | | | | | | | 1/18/2024(5) | | | | 488 | 975 | 1,951 | | 173,414 | | | 1/18/2024 | | | | | | | 1,577 | 282,173 | | Phil Burton | | 85,101 | 340,406 | 680,811 | | | | | | | | 1/18/2024(5) | | | | 362 | 724 | 1,448 | | 128,727 | | | 1/18/2024 | | | | | | | 1,172 | 209,706 | | Udit Mehta | | 45,131 | 180,523 | 361,046 | | | | | | | | 5/10/2024(5) | | | | 308 | 617 | 1,233 | | 107,510 | | | 5/10/2024 | | | | | | | 3,921 | 688,018 | | Cassandra Payton | | 67,500 | 270,000 | 540,000 | | | | | | | | 1/18/2024(5) | | | | 401 | 803 | 1,605 | | 142,714 | | | 1/18/2024 | | | | | | | 1,298 | 232,251 |

  109. 2024 Grants of Plan-Based Awards

    1.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 2024. Actual amounts payable to our NEOs under the EOCPS Plan were determined based on the level at which our quarterly and annual qualified operating income performance 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 in these columns reflect the threshold, target and maximum number of performance-based restricted stock units (“PSUs”) regarding our shares of common stock that could be earned pursuant to the 2024 portion of our NEOs’ 2024 PSU awards (for which annual revenue growth and ROIC performance goals were set in 2024). Our 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 stockholders’ invested capital. The threshold amounts are calculated, assuming that the threshold levels of both types of performance goals would be achieved. The actual amount of PSUs that could be earned pursuant to our NEOs’ 2024 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’ 2024 PSU Awards” above. 3.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. See “Executive Compensation Analysis - Long-Term Equity Awards - Our NEOs’ 2024 RSU Awards” above.

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  112. 2024 Grants of Plan-Based Awards

    4.The amounts in this column reflect the grant date fair value of the equity awards granted to our NEOs in 2024 computed in accordance with FASB Accounting Standards Codification Topic 718. The grant date fair value of the target PSUs and RSUs granted to all of our NEOs except Mr. Mehta was calculated as $178.93 and $177.80 per share, respectively, based on the closing price of our common stock reported by the NYSE at the close of trading on January 17, 2024, discounted for dividends that these awards did not participate in. The grant date fair value of the target PSUs and RSUs granted to Mr. Mehta was calculated as $175.47 and $174.34 per share, respectively, based on the closing price of our common stock reported by the NYSE at the close of trading on May 9, 2024, discounted for dividends that these awards did not participate in. 5.Consistent with the requirements of FASB Topic 718, the reported amount represents the first portion of the NEO’s 2024 PSU award, for the 2024 performance period (because annual revenue growth and ROIC performance goals for that performance period were set in 2024, but annual revenue growth and ROIC performance goals for the 2025 and 2026 portions of the 2024 PSU awards won’t be established until each of those subsequent years). The shares earned for this performance period, if any, are expected to vest in February 2027. Grants made in 2024 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 “2024 NEO Compensation Mixes” of this Proxy Statement.

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  115. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End As of December 31, 2024, our NEOs held the following restricted stock units awarded under the 2011 Incentive Plan:

  116. Outstanding Equity Awards at 2024 Fiscal Year End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Michael Olosky | 1/20/2022 | 942 | 156,212 | 3,308(4) | 548,566 | | | 1/24/2023 | 6,302 | 1,045,061 | 35,104(5) | 5,821,296 | | | 1/18/2024 | 7,476 | 1,239,745 | 4,627(6) | 767,351 | | Brian Magstadt | 1/20/2022 | 547 | 90,709 | 1,918(4) | 318,062 | | | 1/24/2023 | 1,828 | 303,137 | 10,180(5) | 1,688,149 | | | 1/18/2024 | 1,577 | 261,514 | 975(6) | 161,740 | | Phil Burton | 1/20/2022 | 132 | 21,890 | 463(4) | 76,779 | | | 1/24/2023 | 1,196 | 198,333 | 6,652(5) | 1,103,101 | | | 1/18/2024 | 1,172 | 194,353 | 724(6) | 120,061 | | Udit Mehta | 5/10/2024 | 3,921 | 650,219 | 617(6) | 102,317 | | Cassandra Payton | 1/20/2022 | 202 | 33,498 | — | — | | | 1/24/2023 | 356 | 59,035 | 1,972(5) | 327,017 | | | 1/18/2024 | 1,298 | 215,247 | 803(6) | 133,106 |

  117. Outstanding Equity Awards at 2024 Fiscal Year End

    1.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. 2.Represents RSUs, vesting in three equal annual installments beginning on the first anniversary of the vesting start date (as determined by the CLDC). 3.Calculated based on the $165.83 closing price of our common stock reported by the NYSE at the close of trading on December 31, 2024. 4.Represents actual number of PSUs vested based on actual performance for the three-year measurement period ending December 31, 2024. 5.Represents the maximum number of PSUs that could vest subject to meeting the applicable performance goals over the three-year measurement period commencing on January 1 of the calendar year in which the PSUs were granted. The number of PSUs that will actually vest will be determined following the performance period. 6.Represents the target number of PSUs (just the portion for the 2024 performance period) that could vest subject to meeting the applicable performance goals over the three-year performance period commencing on January 1 of the calendar year in which the PSUs were granted. The number of PSUs that will actually vest will be determined following the performance period. As of December 31, 2024, our NEOs did not hold outstanding options with respect to our common stock.

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  120. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table provides information on the number of shares of our common stock that vested during 2024 under restricted stock units granted to each of our NEOs pursuant to the 2011 Incentive Plan:

  121. 2024 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Michael Olosky | 13,296 | 2,536,478 | | Brian Magstadt | 8,537 | 1,628,603 | | Phil Burton | 2,274 | 433,811 | | Udit Mehta | — | — | | Cassandra Payton | 278 | 53,034 |

  122. 2024 Option Exercises and Stock Vested

    1.Calculated by multiplying the number of shares that vested by the market value of such shares on the vesting date.

  123. 2024 Non-Qualified Deferred Compensation Plan

    2024 Non-Qualified Deferred Compensation Plan The following table presents information about our Deferred Compensation Program, which provides for the deferral of compensation paid to or earned by the NEOs on a basis that is not tax qualified (i.e., the Company is not entitled to take a tax deduction for the related expense until payments are actually made to the participants). The information included in the following table reflects elective deferrals, aggregate withdrawals and the aggregate balance of deferred compensation accounts at December 31, 2024. Because deferrals related to annual incentive payouts under the EOCPS are credited in the year after they are earned, these amounts differ from the annual incentive payments in the Summary Compensation Table, which, for each year, reflect amounts earned in that year. Amounts in the following tables may not add due to rounding.

  124. 2024 Non-Qualified Deferred Compensation Plan

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year End(2) ($) | | Michael Olosky | 1,022,326 | (59,754) | – | 962,572 | | Brian Magstadt | 476,734 | (60,173) | – | 416,562 | | Phil Burton | 59,329 | (7,493) | – | 51,837 | | Udit Mehta | – | – | – | – | | Cassandra Payton | – | – | – | – |

  125. 2024 Non-Qualified Deferred Compensation Plan

    (1)Under the Deferred Compensation Program, a participant is permitted to defer base salary, annual incentive amounts earned under the EOCPS, and PSU and RSU awards. The dollar value of deferred amounts is converted into notional investments in mutual funds, selected by the participant, or common stock units that represent an equivalent number of shares of Common Stock in accordance with the formulas in the Deferred Compensation Program. The following table sets forth the amount of salary and annual incentive awards deferred in 2024 under the Deferred Compensation Program by each of the NEOs:

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  128. 2024 Non-Qualified Deferred Compensation Plan

    | Name | Salary Deferred ($) | EOCPS Deferred(a) ($) | PSU and RSU Awards Deferred ($) | Total ($) | | Michael Olosky | – | 103,959 | 918,367 | 1,022,326 | | Brian Magstadt | – | – | 476,734 | 476,734 | | Phil Burton | – | – | 59,329 | 59,329 | | Udit Mehta | – | – | – | – | | Cassandra Payton | – | – | – | – |

  129. 2024 Non-Qualified Deferred Compensation Plan

    (a)The incentive compensation deferred in 2024 was earned by each NEO in 2024. (2)The following table sets forth the composition of the aggregate balance of deferred compensation under the Deferred Compensation Program as of December 31, 2024 for each of the NEOs. It includes (a) the aggregate contributions made by each of the NEOs, (b) the change in market value of the common stock units based on the change in market value of Common Stock or the change in value of notional investments in mutual funds, as appropriate; and (c) aggregate distributions to participants:

  130. 2024 Non-Qualified Deferred Compensation Plan

    | Name | Years of Participation | Aggregate Executive Contributions ($) | Changes in Market Value ($) | Aggregate Distributions ($) | Aggregate Balance ($) | | Michael Olosky | 2 | 1,022,326 | (59,754) | – | 962,572 | | Brian Magstadt | 1 | 476,734 | (60,173) | – | 416,562 | | Phil Burton | 1 | 59,329 | (7,493) | – | 51,837 | | Udit Mehta | – | – | – | – | – | | Cassandra Payton | – | – | – | – | – |

  131. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our NEOs are at-will employees, and we or our NEOs can terminate the employment relationship at any time, for any reason, with or without cause. We have not entered into general employment agreements with any of our NEOs. However, as discussed above under “Additional Compensation Information - Executive Severance Plan,“ in May 2024, we adopted an Executive Severance Plan in which our NEOs and certain of our other key employees participate which provides for benefits to participants in the event of an involuntary termination of employment with the Company other than for Cause or other disqualifying circumstances, or upon resignation for Good Reason, including severance compensation and payments in respect of the monthly premium cost for group health plan benefits. As discussed above under “Executive Compensation Analysis - Long-Term Equity Awards,” the vesting of an NEO’s outstanding RSUs, or a portion thereof, may accelerate on, following or in connection with (1) retirement after reaching certain age and service tenure conditions, (2) death, (3) disability or (4) certain situations linked to a change in our control or a sale of our assets. The following table summarizes the amounts payable to the NEOs upon termination under specified circumstances or upon a change of control. The data below assumes that each triggering event listed in the table occurred on December 31, 2024 and that the price for our common stock was $165.83, the closing price of our common stock on December 31, 2024.

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  134. Potential Payments Upon Termination or Change in Control

    | | Voluntary Termination ($) | Retirement(1)(2) ($) | Death(1) ($) | Disability(1) ($) | Involuntary Termination With Cause ($) | Involuntary Termination Without Cause(3) ($) | Termination Without Cause or for Good Reason Following a Change in Control(1)(3)(4) ($) | | Michael Olosky | — | — | 7,637,798 | 7,637,798 | — | 7,252,904 | 18,958,337 | | Brian Magstadt | — | 2,260,595 | 2,260,595 | 2,260,595 | — | 3,258,000(1) | 6,187,347 | | Phil Burton | — | 1,346,816 | 1,346,816 | 1,346,816 | — | 2,195,250(1) | 4,697,083 | | Udit Mehta | — | — | 752,537 | 752,537 | — | 512,828 | 2,740,981 | | Cassandra Payton | — | — | 658,898 | 658,898 | — | 720,000 | 3,538,898 |

  135. Potential Payments Upon Termination or Change in Control

    1.Includes RSUs under the 2022, 2023, and 2024 outstanding equity awards, and PSUs calculated based on the actual number of PSUs vested under the 2022 outstanding equity awards, the maximum number of PSUs that could vest under the 2023 outstanding equity awards (prorated through December 31, 2024), and the target number of PSUs that could vest under the 2024 portion of the 2024 outstanding equity awards, multiplied by the $165.83 closing price of our common stock reported by the NYSE at the close of trading on December 31, 2024. No material conditions or obligations are currently expected to apply to the receipt of payments on any accelerated vesting of equity awards granted to our NEOs. 2.As of December 31, 2024, Mr. Magstadt and Mr. Burton were the only NEOs eligible for retirement with respect to certain of their equity awards. 3.Includes cash severance benefits and continuation of health and welfare benefits payable under the Executive Severance Plan in the event of an involuntary termination without cause or in the event of a termination without cause or for good reason following a change of control. 4.Includes potential payments in connection with a sale of our assets. To increase the compatibility of the PSU and RSU awards with Section 409A and avoid potential negative tax implications for the recipient and the Company, our NEOs’ 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 Section 409A, they may only be paid out in the enumerated situations as allowed under Section 409A. In particular, in case the applicable NEO is a specified employee under Section 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’ grant agreements provide that, for the PSU or RSU awards to vest ahead of schedule, an 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 defines “change in control” as any of the following transactions: (1) the consummation of a consolidation or merger of the Company in which the Company is not the surviving corporation; (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 (3) the approval by our stockholders 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

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  138. Potential Payments Upon Termination or Change in Control

    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’ 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 our stockholders, under our NEOs’ 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 NEO for good reason or by his or her employer without cause within two years from the sale event. Our NEOs’ grant agreements use standard definitions for what constitutes good reason or cause that can typically be found in employment agreements. Under our NEOs’ grant agreements, before an 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 employer 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 an 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’ 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 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’ 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.

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  141. Potential Payments Upon Termination or Change in Control

    | | CEO Pay Ratio 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 2024. | | 65:1(1) CEO Pay Ratio | Our CEO to median employee pay ratio disclosed in this Proxy Statement is calculated pursuant to Item 402(u) of Regulation S-K. For purposes of this disclosure, we have used the same median employee that we used to determine the pay ratio disclosed in our 2024 proxy statement, because there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. | | | For 2023, we identified the median employee by examining the 2023 annual 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, 2023 (a total of approximately 5,500 employees, including 3,274 employees based in the United States). We included all employees (excluding our CEO), whether employed on a full-time, part-time, or seasonal basis, but (as permitted under SEC rules) we excluded from our employee population consideration eight associates located in Reunion Island (due to the inability to obtain compensation data for such associates). 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 2023 payroll year. We used the average foreign exchange rate for all of 2023 when calculating total compensation for non-U.S. based employees. We calculated annual total compensation for such employees using the same methodology that we use for our named executive officers as set forth in the 2023 Summary Compensation Table in our 2024 proxy statement. | | | In calculating our CEO pay ratio for 2024, we determined that our CEO’s 2024 annual total compensation was $3,704,453, and our median employee’s 2024 annual total compensation was $56,711. In each case, annual total compensation was calculated by totaling all applicable elements of compensation for 2024 in accordance with Item 402(c)(2)(x) of Regulation S-K. As a result, for 2024, 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 65 to 1. We note that, due to our permitted 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. | | | 1.This CEO Pay Ratio reflects the total compensation of the CEO including only the 2024 portion of the 2024 PSUs, as reflected in the 2024 Summary Compensation Table above. If all portions of the 2024 PSUs were included in the CEO’s 2024 compensation, this ratio would have been 94:1. |

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  144. Pay Versus Performance

    Pay Versus Performance As required by the SEC’s pay versus performance (“PVP”) rules, the following Pay Versus Performance table (“PVP Table”) provides SEC-required information about compensation for 2024 for this Proxy Statement’s NEOs, as well as our named executive officers from our 2024, 2023, 2022 and 2021 Proxy Statements (each of 2020, 2021, 2022, 2023, and 2024, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as “NEOs”. The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years.

  145. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total Compensation for CEO(1) ($) (b) | Compensation Actually Paid to CEO(2)(3) ($) (c) | Average SCT Total Compensation for Other NEOs(1) ($) (d) | Average Compensation Actually Paid to Other NEOs(2)(3) ($) (e) | Value of Initial Fixed $100 Investment Based On | | Net Income ($) (h) | Operating Income(6) ($) (i) | | | | | | | Cumulative TSR(4) ($) (f) | Peer Group Cumulative TSR(5) ($) (g) | | | | 2024 | 3,704,453 | 2,609,257 | 1,254,874 | 1,031,050 | 215.81 | 224.90 | 322,224,000 | 474,293,000 | | 2023 | 5,139,549 | 9,453,698 | 1,746,864 | 3,141,368 | 256.11 | 147.49 | 353,987,000 | 536,608,000 | | 2022 | 5,413,738 | 2,256,634 | 1,767,501 | 1,201,620 | 113.65 | 134.84 | 333,995,000 | 520,430,099 | | 2021 | 3,914,701 | 14,118,964 | 1,290,442 | 2,556,158 | 176.50 | 185.73 | 266,447,000 | 426,491,332 | | 2020 | 4,880,856 | 8,876,953 | 1,257,524 | 2,265,656 | 117.53 | 124.08 | 187,000,000 | 326,008,984 |

  146. Pay Versus Performance

    1.The individuals representing our CEO and Other NEOs for each presented year are as follows:

  147. Pay Versus Performance

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | CEO | Michael Olosky | Michael Olosky | Karen Colonias | Karen Colonias | Karen Colonias | | NEOs | Brian Magstadt | Brian Magstadt | Brian Magstadt | Brian Magstadt | Brian Magstadt | | | Phil Burton | Michael Andersen | Michael Olosky | Michael Olosky | Roger Dankel | | | Udit Mehta | Phil Burton | Roger Dankel | Roger Dankel | Kevin Swartzendruber | | | Cassandra Payton | Roger Dankel | Kevin Swartzendruber | Kevin Swartzendruber | Terry Hammons | | | | | | Terry Hammons | |

  148. Pay Versus Performance

    2.For 2024, in determining both the “compensation actually paid” (or “CAP”) to our CEO and the average CAP to our Other NEOs for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) and column (d) for such Covered Year the following amounts (please note that while similar adjustment information was provided in our 2024 proxy statement for Covered Year 2023 and in our 2023 proxy statement for Covered Years 2020, 2021, and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this proxy statement because in our view it is not material to our stockholders’ understanding of the information reported in the table above for 2024 or the relationships disclosures provided below):

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  151. Pay Versus Performance

    | Item and Value Added (Deducted) | 2024 ($) | | For CEO: | | | - SCT “Stock Awards” column value | (2,160,421) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | 3,541,797 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end granted prior to Covered Year | (1,652,510) | | +/- change in fair value (from prior year-end to vesting date in Covered Year) of equity awards granted prior to Covered Year vested in Covered Year | (824,063) | | TOTAL ADDED/(DEDUCTED): | (1,095,197) | | For Other NEOs (Average): | | | - SCT “Stock Awards” column value | (491,128) | | + Covered Year-end fair value of outstanding equity awards granted in Covered Year | 718,210 | | +/- change in fair value (from prior year-end to Covered Year-end) of equity awards outstanding at Covered Year-end granted prior to Covered Year | (279,408) | | +/- change in fair value (from prior year-end to vesting date in Covered Year) of equity awards granted prior to Covered Year vested in Covered Year | (171,498) | | TOTAL ADDED/(DEDUCTED): | (223,824) |

  152. Pay Versus Performance

    3.Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes. 4.For each Covered Year, our total shareholder return was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, par value $0.01 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on NYSE on December 31, 2019 through and including the last day of the Covered Year (each one-year, two-year, three-year, four-year, and five-year periods, a “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of those yearly percentage changes was then applied to a deemed fix investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2024, 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. 5.For purposes of this pay versus performance disclosure, our peer group is the Dow Jones U.S. Building Materials & Fixtures Index (the “Peer Group”). For each Covered Year, our Peer Group cumulative total shareholder return was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment for the Peer Group. 6.For purposes of this PVP Table, our Operating Income results were calculated substantially as described above in our Compensation Discussion and Analysis. Please see the “Compensation Discussion & Analysis” section in this Proxy Statement for a detailed description of our NEO compensation programs and more information on the calculation of Operating Income and these PVP Table results.

  153. Pay Versus Performance

    | Simpson Manufacturing Co., Inc. – 2025 Proxy Statement | 69 |

  154. Pay Versus Performance

    | Executive Compensation Tables | Table of Contents |

  155. Pay Versus Performance

    The following charts provide, across the Covered Years, a clear description of the relationships (1) between our cumulative total shareholder return and the cumulative total shareholder return of the Peer Group, and (2) between (A) the executive compensation actually paid to the CEO and the average of the executive compensation actually paid to our Other NEOs (in each case as set forth in the PVP Table above) and (B) each of the performance measures set forth in columns (f), (h) and (i) of the PVP Table above. We do not use net income to determine compensation levels or incentive plan payouts.

  156. Pay Versus Performance

    | 70 | Simpson Manufacturing Co., Inc. – 2025 Proxy Statement |

  157. Pay Versus Performance

    | Table of Contents | Executive Compensation Tables |