Simpson Manufacturing : 2026 Proxy Statement

SSD

Published on 05/06/2026 at 02:09 pm EDT

Filed by the Registrant ☒

Washington, DC 20549

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.)

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Proxy Statement

And Notice of Annual Meeting

Simpson Manufacturing Co., Inc.

Everybody

Matters

Letter to Stockholders

To Our Fellow Stockholders:

Thank you for your continued investment in Simpson Manufacturing Co., Inc. (the "Company", "Simpson", "we" or "us"). We cordially invite you to attend Simpson's 2026 Annual Meeting of Stockholders (the "Annual Meeting"), to be held virtually, via live webcast at https://www.virtualshareholdermeeting.com/SSD2026, at 10:00 a.m., Pacific Daylight Time, on Wednesday, May 6, 2026. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Further information on attending, voting, and submitting questions at the Annual Meeting is included in the accompanying Notice of Annual Meeting and Proxy Statement.

Despite continuing sluggishness in housing starts across the U.S., our industry position and growth strategies allowed us to deliver improved profitability in 2025, with $2.3 billion in annual net sales, a 19.6% operating income margin and $8.24 of earnings per diluted share. In North America, sales revenue increased 4.5% primarily due to price increases to offset rising costs including tariffs on imports. In Europe, sales increased 4.3% mostly due to the positive effect of foreign currency translations as well as a slight increase in volume and product price increases despite a difficult demand environment driven by our customer-focused business model and innovative product applications.

Our Proxy Statement is an opportunity to reflect on the Company's performance, highlight the strengths and efforts of our Board and provide transparency into our corporate governance, sustainability and executive compensation practices. Our directors bring a diverse set of skills and experiences aligned with the needs of our business, and through thoughtful ongoing refreshment we have ensured that our Board continues to possess the knowledge and expertise to support Simpson's long-term success.

The accompanying Proxy Statement further highlights key activities and accomplishments in 2025 and contains information on the matters that we are seeking your vote at the Annual Meeting. On behalf of the Board, our executive management team, and the entire Simpson organization, thank you for your continued interest and support.

Sincerely yours,

Mike Olosky

President and Chief Executive Officer

Philip Donaldson

Independent Chair of the Board

March 24, 2026

Your vote is important.

Whether or not you plan to attend the meeting, please take a few minutes now to vote your shares.

‌Notice of 2026 Annual Meeting of

Stockholders

Date Wednesday, May 6, 2026

You are entitled to vote at the Simpson Manufacturing Co., Inc. (the "Company," "Simpson," "we" or "us") 2026 Annual Meeting of Stockholders, and any adjournment or postponement thereof (the "Annual Meeting") if you were a stockholder of record at the close of business on March 11, 2026 (the "Record Date"). Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on at the Annual Meeting. There were 41,194,018 shares of our common stock outstanding on the Record Date.

Time

10:00 a.m.,

Pacific Daylight Time

1

To elect eight members to our Board of Directors, for terms expiring in 2027.

Place www.virtualshare holdermeeting

.com/SSD2026

To approve, on an advisory basis, named executive officer compensation.

2

3

To ratify our Audit and Finance Committee's appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026.

4

To transact such other business that properly comes before the meeting or any adjournment thereof.

Record Date

March 11, 2026

Instead of mailing a printed copy of our proxy materials, including our Annual Report on Form 10-K, to each stockholder of record, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials, as well as the costs associated with mailing these materials to all stockholders. Accordingly, on March 24, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials (the "Notice") to all stockholders of record as of the Record Date, and post our proxy materials on the website referenced in the Notice (https://www.proxyvote.com). As more fully described in the Notice, all stockholders may choose to access our proxy materials on the website referred to in the Notice and/or may request a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

Attend the Annual Meeting virtually and follow the instructions on the website. See page 75 "Questions and Answers About the Annual Meeting of Stockholders and Voting" for details.

Notice of 2026 Annual Meeting of Stockholders

Whether or not you plan to attend the meeting, it is important that your shares are represented and voted. We encourage you to vote before the meeting by returning your proxy card or voting via the internet or by telephone.

By Internet

https://www.proxyvote.com

By Telephone

Toll-free 1-800-690-6903

By Mail Follow instructions on your proxy card

The Proxy Statement and Annual Report on Form 10-K are available on the Internet at https://www.proxyvote.com.

The following information applicable to the Annual Meeting may be found in the Proxy Statement and accompanying proxy card:

The date, time and location of the Annual Meeting;

A list of the matters intended to be acted on and our board's recommendations regarding those matters;

Any control/identification numbers that you need to access your proxy card; and

Information about attending and voting at the Annual Meeting.

By Order of the Board of Directors,

Cari Fisher

Corporate Secretary March 24, 2026

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 6, 2026.

‌Table of Contents

Notice of 2026 Annual Meeting of Stockholders ii

Proxy Summary 1

Directors Skills and Experience 3

Corporate Governance Highlights 4

Corporate Social Responsibility Highlights 4

Recent Leadership Changes 5

2025 Executive Compensation Highlights 5

Corporate Governance 8

Item 1: Election of Directors 9

Election Process 9

2026 Nominees 9

Director Qualifications 14

Director Independence 15

The Board's Role and Responsibilities 16

Director Nominations 15

Overview 16

The Board's Role in Risk Management and Sustainability Governance 16

Board and Committees Risk Oversight Responsibilities 17

Director Orientation and Education 18

Board and Committee Evaluations 18

Sustainability and Environmental and Social Responsibility 18

Communications with the Board 22

Political Activities and Contributions 22

Board Leadership Structure 22

Executive Sessions 22

Board of Directors and Its Committees 22

Restrictions on Hedging and Pledging Arrangements for All Employees and Directors 23

Board Committees 23

Compensation Committee Interlocks and Insider Participation 27

Compensation Consultant 27

Involvement in Certain Legal Proceedings 27

Compensation of Directors 29

Related-Party Transactions 28

Director Stock Ownership Guidelines 29

2025 Director Compensation Table 30

Item 2: Advisory Vote To Approve Named Executive Officer Compensation 31

Compensation Discussion & Analysis 35

Executive Officer Profiles 31

Executive Summary 35

Item 3: Ratification of Appointment of Independent Registered Public Accounting Firm for

Year Ending December 31, 2026

70

NEO Compensation Program Design

39

Executive Compensation Analysis

Additional Compensation Information

42

50

2025 Summary Compensation Table

56

2025 Grants of Plan-Based Awards

58

Outstanding Equity Awards at 2025 Fiscal Year End

2025 Option Exercises and Stock Vested

60

61

2025 Non-Qualified Deferred Compensation Plan

61

Potential Payments Upon Termination or Change in Control

62

CEO Pay Ratio

Pay Versus Performance

65

66

Audit and Finance Committee Evaluation

70

Report of the Audit and Finance Committee

Principal Accounting Fees and Services

71

72

Security Ownership of Directors and Executive Officers

Security Ownership of Certain Beneficial Owners

73

74

Equity Compensation Plan Information

75

Other Information 76

Stock Ownership Information 73

Executive Compensation Tables 56

Compensation Committee Report 55

Questions and Answers About the Annual Meeting of Stockholders and Voting 76

Stockholders' Proposals 81

‌Proxy Summary

Date Wednesday, May 6, 2026

Time

10:00 a.m.,

Pacific Daylight Time

This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully. As used in this Proxy Statement, unless the context otherwise indicates or requires, references to "Simpson," the "Company," "we," "us," and "our" mean Simpson Manufacturing Co., Inc. and its consolidated subsidiaries. We will first send and/or make available this Proxy Statement and the form of proxy for our 2026 Annual Meeting of Stockholders (the "Annual Meeting") to our stockholders on or about March 24, 2026.

Place www.virtualshare holdermeeting

.com/SSD2026

By Internet

https://www.proxyvote.com

By Telephone

Toll-free 1-800-690-6903

By Mail Follow instructions on your proxy card

Record Date

March 11, 2026

Voting Recommendation

Page Reference

1

The election of each director nominee "FOR" 9

2

The advisory vote to approve named executive officer compensation

"FOR" 31

3

The ratification of our Audit and Finance Committee's appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026.

"FOR" 70

Net Sales Growth

4.6% .8% 4.5%

Operating Margins

19.3% 19.6%

21.5%

14.9% 15.1%

17.2%

ROIC

2023 2024 2025

2023 2024 2025

2023 2024 2025

Item 1: Election of Directors

The Board of Directors (the "Board") has nominated eight nominees, for one year terms expiring at the 2027 annual meeting of stockholders (the "2027 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

Director

Nominees

Age Director

Committees

Since

James Andrasick

81

2012

Audit and Finance Chair

Independent

Former Chief Executive Officer of Matson

Nominating and CSR

Navigation Company, Inc.

Chau Banks

56

2023

Compensation and Leadership

Independent

Development

Chief Information and Data Officer of

Nominating and CSR Chair

The Clorox Company

Felica Coney

55

2023

Audit and Finance

Independent

Corporate Strategy and

Vice President, Global Server Operations of

Acquisitions

Google, Inc.

Philip Donaldson

64

2018

Audit and Finance

Independent

Non-Executive Chair of the Board, Simpson Manufacturing Co., Inc.

Former Executive Vice President & Chief

Compensation and Leadership Development

Corporate Strategy and

Financial Officer of Andersen Corporation

Acquisitions

Nominating and CSR

Angela Drake

54

2025

Audit and Finance

Independent

Compensation and Leadership

Executive Vice President & Chief Financial

Development

Officer of The Toro Company

Celeste Volz Ford

69

2014

Compensation and Leadership

Independent

Development Chair

Board Chair and Founder of Stellar Solutions

Corporate Strategy and

Acquisitions

Kenneth Knight

65

2021

Audit and Finance

Independent

Corporate Strategy and

Former President and Chief Executive Officer of

Acquisitions Chair

Invitae Corporation

Michael Olosky

57

2023

Corporate Strategy and

President and Chief Executive Officer, Simpson

Acquisitions

Manufacturing Co., Inc.

We believe our Board is appropriately refreshed, and our directors bring a balance of experience and fresh perspectives.

‌Average Age

63

Average Tenure

6.6 Years

Independence

88%

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 "2026 Nominees" section of this Proxy Statement.

Directors with experience in each category

Experience that qualifies but falls outside of the defined temporal range

* Statistics above are for director nominees.

** Average Age and Average Tenure are for nonemployee director nominees, and do not include Mr. Olosky.

Gender Diversity

Racial Diversity

Board Tenure

Board Skills

Olosky

Financial Expertise

Public Company CEO Experience

Innovation and Business Transformation

Building Industry

Andrasick

Banks

Coney Donaldson

Drake

Ford

Knight

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

Our Board has implemented policies and structures that we believe are among the best practices in corporate governance. The Corporate Governance section of this Proxy Statement beginning on page 8 describes our governance framework, which includes the following:

Current Board and Governance Information

8

Size of Board

7

Number of Independent Directors

6

Board Meetings Held in 2025

97%

Average Attendance at all Board and Committee Meetings Held in 2025

Recent Board Composition and Governance Changes

In January 2025, Angela Drake was appointed to the Board in anticipation of Gary Cusumano not standing for re-election at the 2025 Annual Meeting of Stockholders.

Our Corporate Governance Policies Are Among Best Practices

We are committed to maintaining the highest standards of corporate governance. The Board has built a strong and effective governance framework, which has been designed to promote the long-term interests of stockholders and support Board and management accountability.

Majority Vote Standard for Uncontested

Director Elections

Annual Board and Committee Self-Evaluations and

Review of Director Qualifications

Annual Election of All Directors

Executive Sessions of Independent Directors Regularly Held at Scheduled Board Meetings, and Directors Meet Periodically Throughout the Year with Individual Members of Management

Separation of Chair and CEO

97% Attendance of Incumbent Directors at Board

and Committee Meetings

Seven of Eight Director Nominees Are Independent

Audit and Finance, Compensation and Leadership Development, and Nominating and CSR Committee Members Are All Independent

We have established deeply rooted core values that define our business. Our founder, Barclay Simpson, outlined nine essential attributes for company and employee success. Those "Nine Principles of Business" are our company values, and we continue to uphold them.

At the forefront of these values is doing what is right for our employees' safety and well-being, as well as for our customers, communities and environment. We honor the Nine Principles of Business through our involvement in our local communities and efforts to help protect our environment.

At the management level, the CSR Steering Committee provides oversight of the execution of our sustainability strategy and reporting on our progress

Our Nominating and CSR Committee provides Board-level oversight of the Company's environmental and social policies, practices, and strategy

We continuously review our energy, water and waste usage to determine capacity for improvement

More than 1,100 North American employees participated in various charitable activities benefiting individuals and families

UN Sustainable Development Goals assessment provides insight into our alignment with societal goals

We produce a SASB Index to provide stakeholders with our performance on materials topics

We produce a TCFD report to recognize the impacts of climate change and highlight the Company's efforts to mitigate and adapt to the identified risks and opportunities by ensuring they are addressed within its business strategy. The Company's TCFD Report follows the recommended TCFD framework, including governance, strategy, risk management, and metrics and targets.

Item 2: Advisory Vote to Approve Named Executive Officer Compensation

We recommend that you review our executive compensation disclosure, including the Compensation Discussion & Analysis beginning on page 34, which explains in greater detail the philosophy of the Compensation and Leadership Development Committee and its actions and decisions in 2025 regarding our named executive officer compensation programs. While the outcome of this proposal is non-binding, the Board and Compensation and Leadership Development Committee value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions.

The Board recommends a vote FOR this proposal. Page 31

In November 2025, Nozomi (Kei) Bullock joined the Company as Executive Vice President, Human Resources, in anticipation of Jennifer Lutz's retirement, effective December 31, 2025.

Below we highlight certain of our executive compensation policies and practices, including both those which we utilize to drive performance and those which we prohibit because we do not believe they would serve our stockholders' long-term interests.

Executive Compensation Summary

Compensation Philosophy

Simpson's executive compensation philosophy emphasizes pay-for-performance. Our philosophy is to provide executive compensation opportunities that are competitively positioned in light of appropriate comparative market data for companies similar to us in terms of revenue size and industry. Our incentive plans are designed to reward strong performance, with greater compensation paid when performance exceeds expectations and less compensation paid when performance falls below expectations. Thus, the actual compensation realized by our Named Executive Officers ("NEOs") will be commensurate with the Company's actual performance.

Our Compensation and Leadership Development Committee regularly reviews our executive compensation program's components, targets and payouts to support the strength of our pay-for-performance alignment. Our performance is evaluated against both short-term goals, which support Simpson's business strategy, and long-term goals, which measure the creation of sustainable stockholder value.

Executive Compensation Key Policies and Practices

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

"Double-Trigger" Change-in-Control Treatment for Cash Severance Benefits and Long-Term Compensation Awards

Executive Compensation Clawback Policy

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

At our 2025 Annual Meeting of Stockholders, Simpson again received strong support for its NEO compensation programs, with over 97.5% of votes cast approving, on an advisory basis, our NEO compensation. In 2025, as in prior years, the Compensation and Leadership Development Committee considered input from our stockholders and other stakeholders as part of its annual review of Simpson's executive compensation program.

Please see the "Compensation Discussion & Analysis" section in this Proxy Statement for a detailed description of our NEO compensation programs.

Compensation Risk Assessment

As part of its oversight of the Company's executive compensation program, the Compensation and Leadership Development Committee reviews and considers any potential risk implications created by compensation. The Compensation and Leadership Development Committee believes that the executive compensation program is designed with the appropriate balance of risk and reward in relation to the Company's overall business strategy and that the balance of compensation elements does not encourage excessive risk taking. The Compensation and Leadership Development Committee will continue to consider compensation risk implications, as appropriate, in designing any new executive compensation components. In connection with its ongoing risk assessment, the Compensation and Leadership Development Committee notes the following attributes of the executive compensation program:

the balance between fixed and variable compensation, short- and long-term compensation, and cash and equity payouts;

the alignment of long-term incentives with selected performance measures that are anchored to the growth in US housing starts,consider peer performance expectations, and reflect the Company's historical results, business plan and its financial and operational goals;

the placement of a significant portion of executive pay "at risk" and dependent upon the achievement of specific corporate performance goals with verifiable results, with pre-established threshold, target and maximum payment levels;

the Company's compensation recovery policy, which applies to performance-based cash and performance-based equity compensation paid to executive officers and other recipients;

the balance between risks and benefits of compensation as related to attracting and retaining executives and other senior leaders;

the Company's executive stock ownership guidelines, which align the interests of the executive officers with those of the Company's stockholders; and

the regular review of the executive compensation program by an independent compensation consultant. The Compensation and Leadership Development Committee also has oversight over the Company's responsibility to review significant Company compensation policies and procedures, including the incentives that they create, to assess risk. At the Compensation and Leadership Development Committee's direction, the Company's Human Resources Department, in partnership with Meridian, the Compensation and Leadership Development Committee's independent consultant, annually conducts a risk assessment of the Company's compensation programs. Based on the most recent assessment, management has concluded that the compensation policies and practices of the Company and its subsidiaries for employees do not create risks that are reasonably likely to have a material adverse effect on the Company, and management has presented the results of its assessment to the Compensation and Leadership Development Committee.

Item 3:

Ratification of Appointment of Grant Thornton LLP as Auditors

Our Board has ratified our Audit and Finance Committee's appointment of Grant Thornton LLP as Simpson's independent registered public accounting firm for the year ending December 31, 2026, and, as a matter of good governance, we are seeking stockholder ratification of that appointment.

The Board recommends a vote FOR this proposal. Page 70

‌Corporate Governance

Our Board maintains a strong commitment to corporate governance and has implemented policies and procedures that we believe are among the best practices in corporate governance.

We maintain a corporate governance section on our website which contains copies of our principal governance documents. The corporate governance section, which may be found at ir.simpsonmfg.com under "Governance," includes, among others, the following documents:

Anti Hedging and Anti Pledging Policy

Audit and Finance Committee Charter

Code of Business Conduct and Ethics

Compensation and Leadership Development Committee Charter

Compensation Recovery Policy

Corporate Governance Guidelines

Corporate Strategy and Acquisitions Committee Charter

Nominating and CSR Committee Charter

Board Independence

Financial Expertise

7

Independent

Directors

3

Financial Experts

on Audit Committee

Gender Diversity

Racial Diversity

Board Tenure

* Statistics above are for director nominees.

** Tenure statistics represent nonemployee director nominees and do not include Mr. Olosky.

‌Item 1: Election of Directors

Unless otherwise directed, the persons named as proxies on the enclosed proxy card intend to vote "FOR" the election of each of the nominees. If any nominee should become unavailable for election, the shares will be voted for such substitute nominee as may be proposed by our Board. However, we are not aware of any circumstances that would prevent any of the nominees from serving.

Our Charter provides that all directors shall be elected annually for a term expiring at the next succeeding annual meeting of stockholders or until their respective successors are duly elected and qualified.

Accordingly, on the recommendation of our Nominating and CSR Committee, our Board nominates James Andrasick, Chau Banks, Felica Coney, Philip Donaldson, Angela Drake, Celeste Volz Ford, Kenneth Knight, and Michael Olosky, who will stand for election as directors at this year's Annual Meeting, each for a term expiring at our 2027 Annual Meeting. All director nominees are current directors of the Company who were previously elected by stockholders.

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, 2026).

Our Board of Directors recommends that stockholders vote "FOR" each of the nominees named below.

Former CEO

Matson Navigation

Age: 81

Director Since: 2012

Committee Assignments:

Audit and Finance Committee (Chair)

Nominating and CSR Committee

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 currently serves as a Trustee and Treasurer (and previously served as Chairman) of the Big Sur Land Trust. He recently served as a Trustee and Chair of the finance committee of Mills College, as a Trustee of the U.S. Coast Guard Foundation; 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.

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.

Chief Information and Data Officer, The Clorox Company

Age: 56

Director Since: 2023

Committee Assignments:

Compensation and Leadership Development Committee

Nominating and CSR Committee (Chair)

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.

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.

Vice President, Global Server Operations, Google, Inc.

Age: 55

Director Since: 2023

Committee Assignments:

Audit and Finance Committee

Corporate Strategy and Acquisitions Committee

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.

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.

Former Executive Vice President & CFO Andersen Corporation

Age: 64

Director Since: 2018

Committee Assignments:

Audit and Finance Committee

Compensation and Leadership Development Committee

Nominating and CSR Committee

Corporate Strategy and Acquisitions Committee

Philip Donaldson

Professional Highlights:

Mr. Donaldson joined the Board in 2018 and became Chair of the board in May 2024. He served

as the Chief Financial Officer at Andersen Corporation, a leading maker of windows and doors for residential and commercial markets, from 2004 until his retirement in March 2025. He also served as its Executive Vice President, a member of its Executive Committee, and on its Board of Directors from 2004 until his retirement in March 2025. 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. 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.

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.

Chief Financial Officer, The Toro Company

Age: 54

Director Since: 2025

Committee Assignments:

Audit and Finance Committee

Compensation and Leadership Development Committee

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.

Contribution to and function on the Board:

Ms. Drake brings to the Board her broad experience in strategic planning, people operations, business management, and finance and accounting in a manufacturing environment.

Founder and Former CEO Stellar Solutions

Former Public Company Directorships: Heritage Commerce Corporation

Age: 69

Director Since: 2014

Committee Assignments:

Compensation and Leadership Development Committee (Chair)

Corporate Strategy and Acquisitions Committee

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.

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.

Disclaimer

Simpson Manufacturing Co. Inc. published this content on May 06, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 06, 2026 at 18:08 UTC.