SIMPSON MANUFACTURING CO., INC., DEF 14A filed on 3/24/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Simpson Manufacturing Co., Inc.
Entity Central Index Key 0000920371
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Year
(a)
SCT Total Comp for
CEO
Olosky
($)(1)
(b)
Comp
Actually
Paid
to CEO Olosky
($)(2)(3)
(c)
SCT Total Comp for
 CEO Colonias
($)(1)
(b)
Comp
 Actually
 Paid
to CEO Colonias
($)(2)(3)
(c)
Average
SCT Total Comp for Other NEOs
($)(1)
(d)
Average
Comp
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)
20257,768,355 5,649,257 N/AN/A1,840,427 1,644,208 180.07 134.48 345,083,000 523,317,000 
20243,704,453 2,609,257 N/AN/A1,254,874 1,031,050 215.81 224.90 322,224,000 474,293,000 
20235,139,549 9,453,698 N/AN/A1,746,864 3,141,368 256.11 147.49 353,987,000 536,608,000 
2022N/AN/A5,413,738 2,256,634 1,767,501 1,201,620 113.65 134.84 333,995,000 520,430,099 
2021N/AN/A3,914,701 14,118,964 1,290,442 2,556,158 176.50 185.73 266,447,000 426,491,332 
        
Company Selected Measure Name Operating Income        
Named Executive Officers, Footnote The individuals representing our CEO and Other NEOs for each presented year are as follows:
2025
2024
2023
2022
2021
CEOMichael OloskyMichael OloskyMichael OloskyKaren ColoniasKaren Colonias
NEOsMatt DunnBrian MagstadtBrian MagstadtBrian MagstadtBrian Magstadt
Phil BurtonPhil BurtonMichael AndersenMichael OloskyMichael Olosky
Udit MehtaUdit MehtaPhil BurtonRoger DankelRoger Dankel
Cassandra PaytonCassandra PaytonRoger DankelKevin SwartzendruberKevin Swartzendruber
Terry Hammons
        
Peer Group Issuers, Footnote 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 $100 through the Measurement Period, assuming dividend reinvestment for the Peer Group.        
Adjustment To PEO Compensation, Footnote For 2025, in determining both the “compensation actually paid” (or “CAP”) to our CEO and the average CAP to our Other NEOs for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) and column (d) for such Covered Year the following amounts (please note that while similar adjustment information was provided in our 2025 proxy statement for Covered Year 2024, in our 2024 proxy statement for Covered Year 2023, and in our 2023 proxy statement for Covered Years 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this proxy statement because in our view it is not material to our stockholders’ understanding of the information reported in the table above for 2025 or the relationships disclosures provided below):
Item and Value Added (Deducted)2025
($)
For CEO:
- SCT “Stock Awards” column value(5,383,384)
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year
3,740,130 
+/- 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(172,521)
+/- 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
(303,323)
TOTAL ADDED/(DEDUCTED):(2,119,098)
For Other NEOs (Average):
- SCT “Stock Awards” column value(812,794)
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year
644,306 
+/- 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(18,760)
+/- 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(8,971)
TOTAL ADDED/(DEDUCTED):(196,219)
        
Non-PEO NEO Average Total Compensation Amount $ 1,840,427 $ 1,254,874 $ 1,746,864 $ 1,767,501 $ 1,290,442
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,644,208 1,031,050 3,141,368 1,201,620 2,556,158
Adjustment to Non-PEO NEO Compensation Footnote For 2025, 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 2025 proxy statement for Covered Year 2024, in our 2024 proxy statement for Covered Year 2023, and in our 2023 proxy statement for Covered Years 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 2025 or the relationships disclosures provided below):
Item and Value Added (Deducted)2025
($)
For CEO:
- SCT “Stock Awards” column value(5,383,384)
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year
3,740,130 
+/- 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(172,521)
+/- 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
(303,323)
TOTAL ADDED/(DEDUCTED):(2,119,098)
For Other NEOs (Average):
- SCT “Stock Awards” column value(812,794)
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year
644,306 
+/- 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(18,760)
+/- 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(8,971)
TOTAL ADDED/(DEDUCTED):(196,219)
        
Compensation Actually Paid vs. Total Shareholder Return
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.
4193
        
Compensation Actually Paid vs. Net Income
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.
4195
        
Compensation Actually Paid vs. Company Selected Measure
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.
4197
        
Total Shareholder Return Vs Peer Group
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.
4193
        
Tabular List, Table
1. Operating Income
2. Revenue Growth
3. ROIC
4. Volume Growth
5. EPS Growth
        
Total Shareholder Return Amount $ 180.07 215.81 256.11 113.65 176.50
Peer Group Total Shareholder Return Amount 134.48 224.90 147.49 134.84 185.73
Net Income (Loss) $ 345,083,000 $ 322,224,000 $ 353,987,000 $ 333,995,000 $ 266,447,000
Company Selected Measure Amount 523,317,000 474,293,000 536,608,000 520,430,099 426,491,332
PEO Name Michael Olosky Michael Olosky Michael Olosky Karen Colonias Karen Colonias
Additional 402(v) Disclosure Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.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, 2021 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 2025, 2024, 2023, 2022 and 2021, 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.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.        
Measure:: 1          
Pay vs Performance Disclosure          
Name 1. Operating Income        
Measure:: 2          
Pay vs Performance Disclosure          
Name 2. Revenue Growth        
Measure:: 3          
Pay vs Performance Disclosure          
Name 3. ROIC        
Measure:: 4          
Pay vs Performance Disclosure          
Name 4. Volume Growth        
Measure:: 5          
Pay vs Performance Disclosure          
Name 5. EPS Growth        
Michael Olosky [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 7,768,355 $ 3,704,453 $ 5,139,549    
PEO Actually Paid Compensation Amount 5,649,257 $ 2,609,257 $ 9,453,698    
Karen Colonias [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount       $ 5,413,738 $ 3,914,701
PEO Actually Paid Compensation Amount       $ 2,256,634 $ 14,118,964
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,119,098)        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,383,384)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,740,130        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (172,521)        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (303,323)        
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (196,219)        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (812,794)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 644,306        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (18,760)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (8,971)        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We generally grant annual equity-based compensation to our executive officers in the first quarter of each fiscal year, in connection with our annual compensation review and approval process, although the exact timing may change from year to year. The CLDC and/or our board of directors may also grant equity awards at different times of the year for new hires and in connection with promotions, grants made for retention or for other purposes. Neither the CLDC nor our board of directors grants equity awards in anticipation of the release of material non-public information and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In fiscal year 2025, equity compensation for our named executive officers consisted solely of RSUs and PSUs.
Award Timing Method
We generally grant annual equity-based compensation to our executive officers in the first quarter of each fiscal year, in connection with our annual compensation review and approval process, although the exact timing may change from year to year. The CLDC and/or our board of directors may also grant equity awards at different times of the year for new hires and in connection with promotions, grants made for retention or for other purposes. Neither the CLDC nor our board of directors grants equity awards in anticipation of the release of material non-public information and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In fiscal year 2025, equity compensation for our named executive officers consisted solely of RSUs and PSUs.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered Neither the CLDC nor our board of directors grants equity awards in anticipation of the release of material non-public information and we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true