You are entitled to vote at the Simpson Manufacturing Co., Inc. (the “Company,” “Simpson,” “we” or “us”) 2023 Annual Meeting of Stockholders, and any adjournment thereof (the “Annual Meeting”) if you were a stockholder of record at the close of business on March 2, 2023 (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 42,662,967 shares of our common stock outstanding on the Record Date.

Instead of mailing a printed copy of our proxy materials, including our Annual Report to Stockholders and 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 16, 2023, 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 (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.

See page 72 “Questions and Answers About the Annual Meeting of Stockholders and Voting” for details.

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.

The Proxy Statement, Annual Report to Stockholders and Annual Report on Form 10-K are available on the Internet at 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

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 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to our stockholders on or about March 16, 2023.

The Board of Directors (the “Board”) has nominated eight nominees, for one year terms expiring in 2024, and recommends that stockholders vote for each

nominee based on their specific background, experience, qualifications, attributes and skills.

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 current directors 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 ESG Committee (formerly the Nominating and Governance Committee) to address our needs and priorities. Further discussion on the qualifications and experience of director nominees is included in the “2023 Nominees” section of this Proxy Statement.

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 11 describes our governance framework, which includes the following:

Effective January 1, 2023, Michael Olosky, in connection with his appointment as President and Chief Executive Officer, was appointed to the Board. At that time, the Board approved an increase in the number of board members from eight to nine, as Karen Colonias, the former Chief Executive Officer, will remain on the Board through the Annual Meeting. After the Annual Meeting, the Board expects to reduce the number of directors from nine to eight. The Nominating and ESG Committee has engaged with Heidrick & Struggles, an executive search firm, to assist in finding additional candidates who qualify as independent directors under New York Stock Exchange (“NYSE”) rules and is prioritizing the selection of diverse directors.

In December 2022, in connection with the annual review of its charter, the Board approved changes to the Nominating and Governance Committee charter to broaden the scope of the committee’s responsibilities to include oversight with respect to the Company’s policies and programs that concern important environmental and social matters such as environmental sustainability; climate change; social justice; and diversity, equity and inclusion, and approved the change of the name of the committee from the Nominating and Governance Committee to the Nominating and ESG Committee, effective January 1, 2023. This Committee will be referred to throughout this Proxy Statement as the “Nominating and ESG Committee.”

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.

We align our sustainability and environmental and social responsibility with our business strategy. As part of Simpson’s vision, we have deeply rooted core values that continue to define our business. 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.Our Board, through its Nominating and ESG Committee oversees the Company’s environmental, social and governance (ESG) goals and objectives, and supports the implementation of the Company’s ESG priorities.

The Board believes that attracting, developing and retaining employees is vital to Simpson’s continued success. Our Board is actively involved in our human capital management (“HCM”) in its oversight of our long-term strategy and through its committees and engagement with management. We continuously evaluate, modify, and enhance our internal processes and technologies to increase employee engagement,

productivity, and efficiency and provide the opportunities, skills, and resources they need to be successful. Our focus on talent management stretches from the board level to our 5,100+ associates through programs overseen by management and reported on to the Board that are designed to identify, train and grow future leaders.

Our people are the most vital part of our business, and providing a safe, healthy and sustainable working environment is of fundamental importance. We value

the safety of all employees, we continually work to minimize employee exposure to potential risk, and we take a proactive approach to health and safety.

We recommend that you review our Compensation Discussion & Analysis beginning on page 38, which explains in greater detail the philosophy of the Compensation and Leadership Development Committee and its actions and decisions in 2022 regarding our named executive officer compensation

programs. While the outcome of this proposal is non-binding, the Board and Compensation and Leadership Development Committee expect to consider the outcome of the vote when making future compensation decisions.

In September 2022, we announced that Karen Colonias would step down as Chief Executive Officer, effective December 31, 2022, and that Michael Olosky, previously the President and Chief Operating Officer, would be promoted to President and Chief Executive Officer, effective January 1, 2023. Mr. Olosky was also appointed to the Board, effective January 1, 2023.

In December 2022, we announced the executive officers, effective January 1, 2023, following the appointment of Michael Olosky as President and CEO, would be as follows:

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.

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.

At our 2022 Annual Meeting of Stockholders, Simpson again received strong support for its NEO compensation programs, with approximately 97% of votes cast approving, on an advisory basis, our NEO compensation. In 2022, 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.

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 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.

We recommend that you review Item 3 in more detail beginning on page 37. While the outcome of this proposal is non-binding, the Board and Compensation and Leadership Development

Committee expect to consider the outcome of the vote when making future decisions on the frequency of future votes to approve named executive officer compensation.

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, 2023, and, as a matter of good governance, we are seeking stockholder ratification of that appointment.

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 Certificate of Incorporation provides that, at each annual meeting of stockholders, 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 ESG Committee, our Board nominates James S. Andrasick, Jennifer A. Chatman, Gary M. Cusumano, Philip E. Donaldson, Celeste

V. Ford, Kenneth D. Knight, Robin G. MacGillivray, and Michael Olosky who will stand for election as directors at this year’s Annual Meeting, each for a term extending until our 2024 Annual Meeting of Stockholders. All director nominees are current directors of the Company who were previously elected by stockholders, except for Michael Olosky, who was appointed to the Board effective January 1, 2023.

In nominating individuals to become members of the Board, the Nominating and ESG 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 ESG 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 the term commencing at the Annual Meeting (ages are as of March 16, 2023).

In identifying director candidates, the Board seeks to achieve a mix of members who collectively bring significant value to the Company through their experience and personal backgrounds relevant to Simpson’s strategic priorities and the scope and complexity of our business and industry. In light of Simpson’s strategic priorities, and based on its self-assessment, the Board identified key skills and experiences for director candidates that include, but are not limited to, current public company senior executive and board experience in managing a diversified enterprise, industry experience or understanding, an appreciation of the impacts of rapidly changing technologies and experience in managing and expanding business outside of the United States, especially in Europe. To complement its oversight responsibilities, the Board also identified implementing or overseeing company growth, strategy development, mergers and acquisitions and operations experience as key Board skills. In addition, each candidate should:

Our Corporate Governance Guidelines place limits on the number of boards on which Simpson directors may serve. Such limits provide that any director who is a chief executive officer or other senior executive of a public company should serve on no more than two public company boards, and any other director should serve on no more than four public company boards, in both instances including the Simpson Board.

Additionally, any member of our Audit and Finance Committee may serve on the audit committee of no more than two other public companies.

The Nominating and ESG Committee also considers it desirable that candidates contribute positively to the collaborative culture among Board members and possess professional and personal experiences and expertise relevant to our business and industry. The Nominating and ESG Committee solicits ideas for possible candidates from a number of sources, including independent search firms, such as Heidrick & Struggles, members of the Board and our senior-level executives.

Once a prospective candidate has come to the Nominating and ESG Committee’s attention, including candidates recommended by its advisors or suggested by stockholders, the Nominating and ESG Committee evaluates the candidate’s qualifications and skills, against the desired director attributes, and makes an initial determination as to whether to conduct a full evaluation. In making this determination, the Nominating and ESG Committee takes into account the information provided to it with the recommendation of the candidate, as well as the Nominating and ESG Committee’s own knowledge and information obtained through inquiries to third parties to the extent the Nominating and ESG Committee deems appropriate. The preliminary determination is based primarily on the current need for additional Board members and the likelihood that the prospective candidate can satisfy the criteria that the Nominating and ESG Committee has established. If the Nominating and ESG Committee determines, in consultation with the Chair of the Board and other directors, as appropriate, that additional consideration is warranted, it may request a third party to gather additional information about the prospective candidate’s background and experience and to report its findings to the Nominating and ESG Committee. The Nominating and ESG Committee may then evaluate the prospective candidate against the Board selection criteria that it has developed.

The Board recognizes the benefits of a diversified board and believes that any search for potential director candidates should consider diversity as to gender, race, ethnic background and personal and professional experiences.

While we do not have a formal policy with regard to diversity in identifying director nominees, the Board believes that the backgrounds and qualifications of directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. The Board nominees come from a variety of backgrounds and 37.5% of our directors will be women if all eight Board nominees are elected to the Board at the Annual Meeting. We do not discriminate against nominees on the basis of race, color, religion, gender, gender identity or expression,

sexual orientation, age, national origin, disability, covered veteran status or any other status protected by law.

Although the recent California legislation requiring public companies with a principal executive office in the state to meet specific gender, ethnic/racial and sexual orientation diversity requirements on their board, is currently being appealed, the Board still believes diversity is important and is currently undergoing a search through Heidrick & Struggles for two diverse director candidates.

The Board currently believes that a robust board evaluation process - one focused on the assessment and alignment of director skills with company strategy and priorities - is more effective than relying solely on age or tenure limits to achieve board refreshment. Therefore, we do not have a fixed retirement age for directors. Under our current Corporate Governance Guidelines, a nonemployee director who came on to

the Board prior to 2016 will not be nominated for re-election after 20 years of board service, and the Board generally will not nominate nonemployee directors who come on to the Board after 2016 for re-election after 15 years of board service. If all eight Board nominees are elected to the Board at the Annual Meeting, the average tenure of our nonemployee directors will be 11.6 years.

The NYSE listing standards require our Board to be comprised of at least a majority of independent directors. Our Corporate Governance Guidelines require that the Board be comprised substantially of independent directors. For a director to be considered independent, our Board must determine that the director does not have any direct or indirect material relationship with us. To assist it in determining director independence, and as permitted by NYSE rules then in effect, the Board previously established categorical standards which conform to, or are more exacting

than, the independence requirements in the NYSE listing standards. These standards are contained in our Corporate Governance Guidelines, which can be found on our website at www.ir.simpsonmfg.com under “Investor Relations - Corporate Governance.”

Based on these independence standards, our Board has affirmatively determined that the following directors are independent and meet our categorical independence standards:

In determining the independence of the directors, our Board considered ordinary course transactions between us and other entities with which the directors are associated, none of which were determined to constitute a material relationship with us. None of the above listed directors has any relationship with

Simpson, except as a director and stockholder. Our Board also considered contributions by us to charitable organizations with which the directors were associated. No director is related to any executive or significant stockholder of Simpson, nor is any director, with the exception of Ms. Colonias and Mr. Olosky, a current or former employee of Simpson.

Any stockholder may nominate one or more persons for election as one of our directors at the Annual Meeting if the stockholder complies with the notice, information and consent provisions contained in our By-Laws. See “Stockholders’ Proposals” in this Proxy Statement.

The Nominating and ESG Committee will consider candidates identified through the processes described above and will evaluate the candidates, including incumbents, based on the same criteria. The

Nominating and ESG Committee also takes into account the contributions of incumbent directors as Board members and the benefits to us arising from their experience on the Board. Although the Nominating and ESG Committee will consider candidates identified by stockholders, the Nominating and ESG Committee has sole discretion whether to recommend those candidates to the Board.

As part of its oversight function, the Board is actively involved in overseeing risk management. In connection with overseeing risk management, the Board exercises its oversight responsibility with respect to key external, strategic, operational and financial risks through the committees of the Board and discusses the effectiveness of current efforts to mitigate certain focus risks as identified by senior management and the Board.

As of January 1, 2023, our Nominating and ESG Committee generally oversees the Company’s environmental, social and governance (ESG) goals

and objectives, and supports the implementation of the Company’s ESG priorities. Prior to January 1, 2023, this was the full Board’s responsibility. Specific ESG topics are overseen by other committees generally responsible for the subject matter. For example, the Audit and Finance Committee has oversight responsibility for certain aspects of the environmental and social aspects of ESG, and the Compensation and Leadership Development Committee has oversight responsibility for certain aspects of the social aspects of ESG.

In an effort to continuously improve our governance and compensation practices, our Board is firmly committed to constructive engagement with our stockholders and regularly reviews and responds to their expressed views.

The Board places considerable weight on stockholder feedback in making decisions impacting our governance processes and compensation programs. Increased dialogue with our stockholders has led to meaningful changes in our corporate governance, environmental, social and executive compensation policies and practices, such as those highlighted below.

Enhancements to our practices and policies

Governance:

Sustainability and Environmental and Social Responsibility:

Compensation:

New directors are oriented to our business and governance through meetings with our officers and directors and visits to our facilities. We also support

and pay for participation in continuing education programs to assist directors in performing their Board responsibilities.

Our Board recognizes the critical role of annual Board and committee evaluations in ensuring the Board and each committee are functioning effectively. The Board has a regular practice of assessing its own

effectiveness as well as the diversity of skill sets of its members, the alignment of areas of expertise with the Company’s strategy and priorities, and stewardship of company performance.

Sustainability and environmental and social responsibility is an integral component of our business strategy. Our Board, through our Nominating and ESG Committee, plays an essential role in overseeing our sustainability strategy and progress. Beginning in 2019, the Board has been provided with quarterly updates on environmental, social and governance matters, including sustainability performance. Sustainability performance is managed by our Legal department which reports to senior management.

As part of Simpson’s vision, we have established deeply rooted core values that continue to define our business today. 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 abide by them to this day.

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.

You can find additional details regarding our sustainability and environmental and social responsibility efforts and other related programs in our Sustainability, Environmental and Social Responsibility Report on our website at www.ir.simpsonmfg.com/sustainability.

The Board believes that attracting, developing and retaining employees is vital to Simpson’s continued success. Our Board is actively involved in our human capital management in its oversight of our long-term strategy and through its committees and engagement

with management. Our focus on talent management stretches from the board level to our 5,100+ associates through programs overseen by management and reported on to the Board that are designed to identify, train and grow future leaders.

We strive to have a diverse culture of employees of various ages, genders, ethnicities and abilities. Our commitment to diversity and inclusion starts at the top with a highly skilled and diverse board. As of

December 31, 2022, women held 31% of the Company’s top five executive positions and board seats, helping to pave the way for gender diversity in corporate leadership.

Human capital development underpins our efforts to execute our strategy and continue to develop, manufacture and market innovative products and services. The opportunity to grow and develop skills and abilities, regardless of job role, division, or geographical location is critical to the success of Simpson as a global organization and we continually invest in our employees’ career growth and provide

employees access to a wide variety of learning and development resources, including a suite of online courses for developing both soft and technical skills. These resources are designed to encourage a growth mindset and continuous learning. Accordingly, we also have leadership development programs that provide employees with training, tools and experiences that are targeted to develop their full leadership potential.

Simpson’s compensation philosophy is to be able to attract, retain, motivate, and differentiate employees through its rewards programs. We believe people should be paid for what they do and how they do it, regardless of their gender, race, or other personal characteristics and are committed to internal pay equity. Our Compensation and Leadership Development Committee monitors the relationship between the pay received by our executive officers and non-managerial employees. We believe our compensation philosophy and strategy are strongly aligned with our corporate strategic priorities and our vision for stockholder value creation.

In addition to our financial compensation we offer a health and wellness package to our employees, which is designed to provide employees with options for their individual and/or family needs. In addition, in an effort to continue to attract, retain, and motivate our workforce, in the United States, we offer remote and flexible work packages for positions which allow for remote work. We continue to engage our partners and benefits consultants to ensure our health and wellness package continues to meet the needs of our diverse workforce today and into the future.

A vital part of our business is providing our workforce with a safe, healthy and sustainable working environment. Our Environmental, Health and Safety program focuses on implementing change through our employee observation feedback channels to

recognize risk and continuously improve our processes, as well as conducting regular risk reviews and self-audits at our manufacturing facilities around the world to explore new opportunities to reduce potential employee exposure to occupational injuries.

Stockholders or other interested persons may send written communications to the independent members of our Board, addressed to Board of Directors

(Independent Directors), c/o Simpson Manufacturing Co., Inc., 5956 W. Las Positas Blvd., Pleasanton, California 94588.

In general, it is not the Company’s practice to make financial or in-kind political contributions with corporate assets, even when permitted by applicable law, and no such contributions were made during

2022. The Company complies with all applicable state and federal laws related to the disclosure of lobbying activities, and no such activities occurred during 2022.

Since before our initial public offering in 1994, the roles of our Board Chair and our Chief Executive Officer have been separated. We believe that this is appropriate under current circumstances, because it

allows management to make the operating decisions necessary to manage the business, while helping to keep a measure of independence between the

oversight function of the Board and operating decisions. We feel that this has provided an appropriate balance of operational focus, flexibility and oversight.

Because an independent director currently serves as Chair of our Board, we do not separately have a Lead Independent Director. Mr. Andrasick, as Chair of the Board, participates in setting the agenda of Board and committee meetings, coordinating the distribution and presentation of meeting materials, facilitating

communications among members of the Board and management, leading the Board self-evaluation process, and maintaining the focus and punctuality of Board and committee meetings. In addition, the Chair’s role also includes leading the efforts in evaluating our Chief Executive Officer and in succession planning, considering Board committee membership and leadership, and presiding at annual meetings of stockholders.

Pursuant to the NYSE listing standards, our nonemployee directors regularly meet in executive sessions without members of management

present. In 2022, our current Board Chair, Mr. Andrasick, presided over these executive sessions.

In 2022, the Board held 6 meetings, and its standing committees held a total of 39 meetings, including 10 meetings of the Audit and Finance Committee, 11 meetings of the Compensation and Leadership Development Committee, 7 meetings of the Nominating and ESG Committee and 5 meetings of the Corporate Strategy and Acquisitions Committee.

In 2022, each of our directors attended 99% of the aggregate of the total number of meetings of the Board and the total number of meetings of the Board committee(s) on which he or she served.

We do not have a policy that requires our directors to attend annual meetings of stockholders, but 100% of our current directors attended the 2022 Annual Meeting of Stockholders.

The Board has adopted an anti hedging and anti pledging policy. Directors, officers, and employees of the Company or any subsidiary of the Company, as well as their designees, are generally prohibited from: (a) purchasing any financial instruments or engaging in any transactions that are designed to hedge or offset or have the effect of hedging or offsetting any decrease in the market value of our equity securities (such as our

common stock), including, without limitation, prepaid variable forward contracts, equity swaps, collars, exchange funds and transactions with economic consequences comparable to the foregoing financial instruments; and (b) further pledging our equity securities as collateral for a loan, purchasing such securities on margin, or holding such securities in a margin account.

Effective January 1, 2023, the Board of Directors approved changes to the Nominating and ESG Committee charter to broaden the scope of the committee’s responsibilities to include oversight with respect to the Company’s policies and programs that concern important environmental and social matters such as environmental sustainability; climate change; social justice; and diversity, equity and inclusion, and approved the change of the name of the committee from the Nominating and Governance Committee to the Nominating and ESG Committee.

The standing committees of our Board are the Audit and Finance Committee, the Compensation and

Leadership Development Committee, the Corporate Strategy and Acquisitions Committee and the Nominating and ESG Committee. The Board appoints members of the committees and each committee operates under a written charter approved by the Board.

With the exception of the Corporate Strategy and Acquisitions Committee all of our standing committees are composed entirely of independent directors. Attendance at committee meetings is open to every director, regardless of whether he or she is a member of such committee.

The members of the Compensation and Leadership Development Committee during 2022 were Gary M. Cusumano (Chair), James S. Andrasick, Jennifer A. Chatman and Robin G. MacGillivray. All members of our Compensation and Leadership Development Committee are independent in accordance with NYSE listing standards. No member of the Compensation and Leadership Development Committee (1) was, during the year ended December 31, 2022, or had

previously been, an officer or employee of Simpson or any of its subsidiaries, or (2) had any material interest in a transaction of Simpson or a business relationship with, or any indebtedness to, Simpson. No interlocking relationship existed during the year ended December 31, 2022 between any member of the Board or the Compensation and Leadership Development Committee and an executive officer of Simpson.

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:

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 consultants. 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.

We have adopted a written Related Person Transactions Policy applicable to any individual transaction or series of related-person transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which:

Pursuant to the Related Party Transactions Policy, the Nominating and ESG Committee or entire Board, as applicable, is responsible for review, approval, and ratification of transactions between the Company, its branches or subsidiaries and related persons and members of our leadership team as designated by the Nominating and ESG Committee or Board from time to time. In accordance with the Related Party Transactions Policy, except for pre-approved transactions, if a transaction involves a covered employee (or an immediate family member thereof) and is valued at less than $1 million, then a transaction review committee (the “TRC”), which serves as an advisory committee of the Company and generally includes our Chief Financial Officer, or his or her designee, and our outside counsel (provided that if the Chief Financial Officer is a related party, he or she

will be replaced by another officer of the Company), will make recommendations to the Nominating and ESG Committee and the Nominating and ESG Committee will decide whether to approve or ratify the transaction; and if a transaction involves a director or 5% stockholder (or an immediate family member thereof) or involves a covered employee (or an immediate family member thereof) but is valued at $1 million or more, the TRC will make recommendations to the Board, and the Board will decide whether to approve or ratify the transaction (provided that no director shall participate in any discussion or approval of a transaction for which he or she or any of his or her immediate family members is involved). In determining whether to approve, ratify or disapprove a related party transaction, the Nominating and ESG Committee or Board will consider, among other factors, whether the transaction is entered into on terms no less favorable to us than terms generally available to an unaffiliated third-party under the same or similar circumstances; the results of an appraisal, if any; whether there was a bidding process and the results thereof; review of the valuation methodology used and alternative approaches to valuation of the transaction; and the extent of the related person’s interest in the transaction. There were no transactions found to be directly or indirectly material to a related person required by SEC rules to be disclosed in this Proxy Statement.

Under our 2022 nonemployee director compensation program, cash compensation for nonemployee

directors consisted of retainers and membership fees as follows:

In 2022, annual retainers, committee membership and chair fees were paid quarterly or upon appointment to a committee as a member or as a chair position.

In addition to the annual board retainer, our nonemployee directors also receive a grant of vested shares with a value of approximately $95,000. The number of shares granted to each director is based on the average trading price of our common stock on the

NYSE for 60 trading days prior to a set date, approved by the Compensation and Leadership Development Committee, leading up to the grant date.

The Chair of the Board also receives an additional grant of vested shares with a value of approximately $38,500 along with the Additional Board Chair cash retainer.

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 (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 2024 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:

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 2023 Annual Meeting of Stockholders, is hereby APPROVED.”

Although the resolution is non-binding, the Board and Compensation and Leadership Development Committee expect to consider the outcome of the vote when making future compensation decisions.

The following profiles provide the relevant experience, age, executive officer and company tenure with Simpson of our current executive officers.

The profile for Michael Olosky, our President and Chief Executive Officer and a director nominee, is set forth above under “2023 Nominees.”

Mr. Magstadt has served as our Chief Financial Officer and Treasurer since January 2012. He joined Simpson in 2004 as a Financial Reporting Specialist, and, from 2008 until 2012, served as our Financial Reporting Manager, overseeing our external reporting program and managing various other accounting and finance

functions. He is a licensed Certified Public Accountant and holds a Bachelor of Science degree in Business Administration from California State University, Chico, and a Masters of Business Administration degree from Santa Clara University.

Mr. Andersen has served as the Executive Vice President, Europe since January 2023. Mr. Andersen joined Simpson Manufacturing’s subsidiary, Simpson Strong-Tie A/S (Denmark) in 2005 as Controller. In 2007 he was promoted to Regional Controller ICI Concrete working at our Home office in Pleasanton, CA. Mr. Andersen moved to Switzerland in 2012 as General Manager for our then newly acquired subsidiary S&P Clever Reinforcement Company AG.

In 2018, Mr. Andersen was promoted to Vice President, European Operations of Simpson Strong-Tie Switzerland GmbH. In his current role, Mr. Andersen oversees all aspects of the European business including our Simpson Strong-Tie and ETANCO Group subsidiaries. Mr. Andersen holds a degree in Business Economics from Aalborg University.

Mr. Burton has served as the Executive Vice President, North America since January 2023. Mr. Burton joined Simpson Strong-Tie in 1994 as a Sales Manager, and in 2004 he was promoted to Vice President, Branch Manager of the McKinney, Texas branch, and served

in this position until January 2023. In his current role, Mr. Burton oversees all of the North American operations. Mr. Burton holds a BBA in Marketing/Management from the University of North Texas.

Mr. Dankel has been the Executive Vice President of North American Sales of our subsidiary, Simpson Strong-Tie Company Inc. (“Simpson Strong-Tie”) since January 2023. From July 2014 through December 2022, he served as President of North American Sales of Simpson Strong-Tie. He has been employed with us since 1993 as a Field Sales Representative until 1997, when he was promoted to

Sales Manager in McKinney, Texas, and then Branch Sales Manager in charge of all sales functions of that branch. He has successfully integrated multiple new products, both acquired and internally developed, into Simpson Strong-Tie’s product lines. Mr. Dankel holds a Bachelor of Science degree in Business Administration from Millsaps College.

Mr. Gilstrap has served as the Executive Vice President, Innovation since January 2023. Mr. Gilstrap joined Simpson Strong-Tie in 2001 as a branch engineer. In 2005, he was promoted to Manager of Engineering Research and Development; in 2009, he created the Engineering Services Division; in 2014 he was promoted to Vice President of Engineering; in 2017, he was promoted to General Manager of Concrete Construction Products division; and in 2020

he was promoted to Northwest Regional Vice President, and served in this position until January 2023. In his current role, Mr. Gilstrap oversees Strategic Market Development, Global Product Development, Digital Product Development, Marketing and Engineering. Mr. Gilstrap holds a Bachelor of Civil Engineering degree and a Master of Civil Engineering degree from the University of Wyoming, and is a licensed Professional Engineer.

Ms. Lutz has served as the Executive Vice President, Human Resources since January 2023. Ms. Lutz joined Simpson Strong-Tie in April 2013 as the Director, Human Resources, and was promoted to Vice President, Human Resources in December 2015.

In her current role, Ms. Lutz oversees compensation, benefits, employee relations, HR systems, recruitment, learning, organizational development and talent strategy. Ms. Lutz holds a BA in Psychology from Emory University.

Mr. Swartzendruber has been our Senior Vice President of Finance since October 2017. Prior to joining Simpson he was Vice President and Corporate Controller at Flex Ltd. from October 2005 through September 2017, where his responsibilities primarily included consolidation, external reporting to the SEC, external audit and compliance with US GAAP and SEC rules. Prior to joining Flex Ltd, Mr. Swartzendruber was a Director of SEC reporting and technical accounting

with EchoStar (Dish Network) and prior to that, was a Senior Manager with Deloitte, serving private equity investors in its mergers and acquisitions group and also serving high tech clients as an audit professional. Mr. Swartzendruber is a Certified Public Accountant (inactive status) in Colorado and California and graduated summa cum laude from the University of Cincinnati with a Bachelor of Business Administration in accounting and finance.

The following profile provides the relevant experience, age, executive officer and company tenure with Simpson of Karen Colonias, our former Chief

Executive Officer. Ms. Colonias retired as CEO effective December 31, 2022.

Ms. Colonias was our Chief Executive Officer from January 2012 through December 2022, and in 2013 she was appointed to the Board. From 2009 - 2012, she was our Chief Financial Officer, Secretary and Treasurer. Prior to that, she held the position of Vice President of our global structural product solutions subsidiary, Simpson Strong-Tie Company Inc. and, in that capacity from 2004 to 2009, served as the Branch Manager of Simpson Strong-Tie’s manufacturing facility in Stockton, California. She joined Simpson

Strong-Tie in 1984 as an engineer in the research and development department, where she was responsible for the design and testing of new products and code development. In 1998 she was promoted to Vice President of Engineering, responsible for Simpson Strong-Tie’s research and development efforts. Before joining Simpson Strong-Tie, she worked as a civil engineer for the Bechtel Corporation, a global engineering, construction and project management company.

Under the federal securities laws, every six years we must provide shareholders an opportunity to vote, on a non-binding and advisory basis, on the frequency of advisory resolutions on named executive officer compensation (such as the one described in Item No. 2). Specifically, shareholders must decide whether these advisory resolutions on named executive officer compensation should be presented for shareholder approval every one, two or three years. In 2017, the Company’s shareholders voted for an annual frequency. The Board believes at this time that an annual frequency remains appropriate for the Company. The Board believes that an annual vote on named executive officer compensation provides shareholders with the opportunity to provide regular direct input to the Board and its Compensation and Leadership Development Committee about the Company’s executive compensation program. The

Board will continue to evaluate the appropriate frequency for the shareholder executive compensation vote. Please note that shareholders are not voting to approve or disapprove the recommendation of the Board with respect to this proposal. Instead, each proxy card provides four choices: a one, two or three year frequency or shareholders may abstain from voting on the proposal. The shareholder vote on this proposal will not be binding on the Company or the Board; however, the Board values the feedback from our shareholders and will consider the outcome of the vote when making future decisions on the frequency of the shareholder executive compensation vote. We expect that the next shareholder vote on the frequency of advisory votes on named executive officer compensation will occur at the 2029 annual meeting of shareholders.

The Company’s business operations are led by its senior leadership team, which in 2022 included Karen Colonias, Michael Olosky, Brian Magstadt, Roger Dankel and Kevin Swartzendruber, whose biographies are provided above. In this section, we explain and discuss the executive compensation program that our Compensation and Leadership Development Committee (“CLDC”) designed and applied to our NEOs for 2022. This discussion is also intended to describe our compensation policies with respect to

our NEOs and to provide a review of our key compensation decisions and activities for 2022. Our goal in this discussion is to provide you with a better understanding, both in absolute terms and relative to our performance, of our executive compensation practices and the decisions made concerning the compensation payable to our NEOs, including our CEO and the other executive officers named in the “2022 Summary Compensation Table” below. Our NEOs for 2022 were the following individuals:

In September 2022, we announced that Karen Colonias would step down as Chief Executive Officer, effective December 31, 2022, and that Michael Olosky would be promoted to President and Chief Executive Officer, effective January 1, 2023. Mr. Olosky was also appointed to the Board, effective January 1, 2023.

In December 2022, we announced the executive officers, effective January 1, 2023, following the appointment of Michael Olosky as President and CEO, as follows:

Because these changes were not effective until January 1, 2023, this CD&A and the Executive Compensation Tables and disclosures that follow include compensation information for members of the executive leadership team who were serving as of December 31, 2022, and will reflect their titles as of that date.

The Company focuses on designing, manufacturing, and marketing systems and products to make buildings and structures safe and secure. The Company, through its subsidiaries, designs, engineers, and manufactures structural construction products, including connectors, truss plates, anchors, fasteners and other products, and differentiates itself from competitors by designing and marketing end-to-end wood and concrete construction product lines. The Company also provides engineering services in support of some of its products and increasingly offers design and other software that facilitates the specification, selection and use of its products. The

Company believes that its primary operating brand – the Simpson Strong-Tie brand – benefits from strong brand name recognition among architects and engineers who frequently request the use of the Company’s products.

The nature of our industry demands that we adhere to a focused strategy to build stockholder long-term value over time. During 2022, our management team continued to execute against the strategic goals set by the Board, which resulted in increases in net sales and return on invested capital (“ROIC”) for our stockholders.

Our key 2022 performance highlights are set forth below:

Our management’s focused execution and continued commitment to a disciplined capital allocation strategy delivered strong results for our stockholders in 2022, including the following achievements:

Net sales increased in each of 2020, 2021 and 2022. 2020 net sales increased 11.6% primarily due to higher sales volume. 2021 net sales increased 24.1% primarily due to higher average unit prices in North America and to a lesser extent, higher sales volumes. 2022 net sales increased 34.5% primarily due to significant product price increases implemented in 2021, market share gains, and the addition of the ETANCO Group (“ETANCO”) (a leading designer, manufacturer and distributor of fixing and fastening solutions for the European building and construction market), which contributed $212.6 million in net sales.

Operating margins have improved since 2019, but declined in 2022 from 2021 due to increased material costs and integration and other costs associated with the ETANCO acquisition. In 2020 the Company benefited from certain expenses that were limited by restrictions due to COVID-19.

ROIC has increased each year since 2018, but declined in 2022 from 2021 due to increased invested capital associated with the long-term debt to finance the ETANCO acquisition.

Invested capital has increased 101.5% from 2020 through 2022 reflecting a 33.6% compounded annual growth rate in net income offset by the company returning capital to stockholders in the form of dividends and share repurchases over the same period. Capital returned to stockholders for each of the three years 2020, 2021 and 2022 was approximately $116.7 million, $65.7 million, and $122.5 million respectively.

The following chart shows the Company’s performance against the S&P 500, the Dow Jones U.S. Building Materials & Fixtures Index and our

compensation peer group (as identified below) in terms of total stockholder returns (“TSR”) delivered to our stockholders in 2022.

Our NEOs’ compensation generally is comprised of three core components – (1) base salary, (2) short-term cash awards, and (3) long-term equity awards, which are structured to complement each other and establish a balanced and performance-based pay structure. The overarching goals of our compensation programs for 2022 were to attract, motivate and retain

our employees, including our management team, establish a strong sense of ownership, and closely align our executives’ and employees’ interests with those of our stockholders. The target compensation mixes for 2022 for our CEO and, on average, our other NEOs are set forth below:

The 2022 compensation results for our NEOs continued to reflect the CLDC’s pay-for-performance philosophy which includes, among other factors, aligning executive compensation directly with our operational and financial performance.

No base salary changes were made for any of our NEOs for 2022 from their 2021 levels. Base salaries for 2022 were as follows:

The EOCPS program is based on both quarterly and annual performance measurements of operating income. The CLDC also incorporates a performance modifier into the EOCPS plan design, which measures performance against individual Management by Objective (“MBO”) goals.

All continuing NEOs paid out between 196.8% and 200% of their target

In 2022, our CEO was granted equity awards with a target grant date total value of approximately $2,450,000, and our other NEOs were granted equity awards with target grant date values from approximately $230,000 to approximately $1,000,000. Approximately 35% of the target equity award value was delivered in the form of time-based restricted stock units (“RSUs”) and the other approximately 65% of the target equity award value was delivered 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 2022-2024 measurement period. 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 “2022 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’ 2022 total compensation programs and values.

Our overall compensation philosophy is to align the interests of our employees and stockholders and provide employees, including our management, incentives to increase stockholder value. To this end,

we seek to position our NEOs’ total target compensation at market competitive levels, based on comparative market data for companies similar to us in terms of revenue size and industry. However, we use

this data only as a market check on our compensation decisions, and not to formally benchmark elements of NEO compensation. We aim to compensate our NEOs appropriately relative to our performance. To achieve these objectives under our pay-for-performance guiding principal, we created compensation programs that reward achievement of specific performance goals, such as operating income, revenue growth and ROIC. We believe that our current compensation

programs allow us to attract high-performing employees and help us retain the services of employees whose contributions are instrumental in achieving our strategies. The CLDC and the Board regularly review and refine our executive compensation programs to help ensure that such programs continue to reflect policies and practices that are aligned with our pay-for-performance philosophy and the interest of our stockholders.

Role of Compensation and Leadership Development Committee, Board and Management. The CLDC develops and updates our compensation policies and practices, oversees our compensation programs, sets performance goals relevant to such programs, evaluates our performance in light of such goals, and determines and exercises discretion over executive compensation, including reviewing and approving annual compensation to our NEOs. The CLDC does not delegate its role in determining executive compensation. Our officers do, however, participate in our annual budgeting process, which forms the basis for the CLDC to set, and determine the achievement of, the performance goals under our compensation programs. The Board reviews and approves the annual budget, and based on that, the CLDC approves both cash EOCPS payouts and equity-based awards to our NEOs. Our CEO provides significant input in recommending the

structure of our pay programs and recommending any adjustments to the other NEOs’ base salary and target incentive compensation opportunities. The CLDC can accept, reject or modify the CEO’s recommendations as it sees fit, subject to the terms of any applicable program documentation.

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 2022 consisted of: reviewing our peer group and comparative compensation analysis, assessment of the appropriateness and competitiveness of our executive compensation program as compared to those of the peer group, recommendation of changes to our executive compensation programs, and evaluation of our executive and director compensation.

In late 2022 and early 2023 we continued our annual engagement with our stockholders. This engagement gave us a basis for further evaluation of our practices in executive compensation and corporate governance. This initiative was led by the Board and senior management, by reaching out to stockholders holding 71.3% of our outstanding shares. Out of those stockholders who elected to engage with us (representing approximately 32.6% of our outstanding shares), we organized follow-up calls. This outreach reflects our commitment to understand and address key issues of importance to our stockholders. In line with the high support for our executive compensation program as expressed in the 2022 annual stockholder advisory vote to approve our NEO compensation, stockholders continued their support for our compensation program and the changes made over

the past few years. This strong level of support led our CLDC to conclude that material changes in our executive compensation design, solely due to the outcome of the Say-on-Pay vote, were not warranted for 2023.

Following the 2022 Annual Meeting of Stockholders, we again continued to actively engage with numerous stockholders on matters of corporate governance, executive compensation and related matters. These efforts were led by the Chair of our Board and our CFO to help ensure a direct line of communication between the Board and our stockholders. We also continue to work with Meridian to monitor changes in executive compensation to keep our executive compensation program aligned with both our business strategy and best practices in our competitive market.

The CLDC references various policies and practices when evaluating whether management’s compensation programs support stockholder value creation and the Company’s strategic goals:

We are also committed to maintaining strong compensation risk management practices that support our pay for performance philosophy, mitigate risk, and align interests of our executives and our stockholders:

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:

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.

The performance goals for NEOs’ 2022 EOCPS and performance-based equity awards and their alignment with our strategies are set forth below:

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:

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 to retain their services and to motivate them to achieve results that increase stockholder value.

An NEO’s salary is a fixed amount for his or her time invested in performing the functions of the job. Salary alone, however, does not provide performance opportunity for the NEO to earn additional compensation or incentivize increasing stockholder value over time. Our NEOs’ salaries are generally determined by the CLDC, as recommended by the CEO for all of the NEOs excluding the CEO. The CEO and CLDC consider historical salary levels for their

respective positions, current compensation for similar positions at our peers, changes in the NEOs’ responsibilities, cost of living adjustments, market data provided by the CLDC’s independent consultant, employee performance, among other factors. Based on these factors, the CLDC approved no salary increases for the NEOs for 2022. The table below sets forth each NEOs’ respective 2021 and 2022 annual salary rates:

Base salaries and related payments earned by each of our NEOs with respect to each of the three years ended December 31, 2022, 2021 and 2020,

respectively, if applicable, are set forth in the “2022 Summary Compensation Table” below.

We maintain the EOCPS Plan for our executive officers, similar to the cash profit sharing plan maintained for other qualified employees, to motivate them to achieve short-term performance goals. We believe that both of these plans have significantly contributed to our growth.

The CLDC is responsible for administrating the EOCPS Plan. The CLDC measures our Company’s or our subsidiaries’ performance against pre-determined performance goals, which are currently based on our Company’s or our subsidiaries’ operating income, and approves our NEOs’ individual awards. EOCPS award payouts for 2022 were based on qualified operating income achievement versus pre-determined quarterly and annual goals and the achievement of pre-determined individual MBO goals.

Under the EOCPS Plan, any earned award will be paid at such time as determined by the CLDC as long as all awards with respect to periods within a fiscal year are paid by March 15 of the succeeding fiscal year. We currently pay four quarterly awards and one annual award based on our achievement versus our pre-determined operating income goals for such quarters and the full year. For the four quarters in a year, an NEO will earn an aggregate award payout based on 40% of his or her annual target award opportunity. As for the

last payment, the NEO will earn an award payout based on the remaining 60% of his or her applicable annual target award opportunity. The effect of the five payments (four quarterly and one annual) is to ensure a majority of the award is based on performance determined at the end of the year, with the year-end awards contingent on achieving the performance versus the operating income goals established for the entire year.

If the 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 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 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. Our CLDC continuously evaluates our executive compensation program to ensure we continue to align ourselves with best practices. Beginning in 2021, we incorporated an individual modifier into the EOCPS plan based on the achievement of pre-established MBO goals. The modifier has the potential to adjust the fourth quarter and annual EOCPS payout for each NEO +/- 20%

based on the CLDC’s determination of the achievement of the MBO goals. The CLDC may determine not to make any adjustment to the EOCPS payout. We allocated EOCPS award opportunities among our NEOs as approved by the CLDC at the beginning of the year based on the officers’ levels of responsibility and contribution to the success of the

Company or the home office operating unit, as applicable. Unless the composition or responsibilities of our NEOs change, their award opportunities generally do not change substantially from year to year, although the CLDC has discretion to make any changes that it considers appropriate.

The CLDC chose the operating income of Simpson Manufacturing Co., Inc., without ETANCO, as the performance metric for 2022 under the EOCPS Plan. On April 1, 2022, the Company acquired ETANCO, the operating income of which was not contemplated when setting the 2022 performance metric, and as such all elements in operating income attributable to ETANCO were excluded when measuring actual operating income relative to the target.

Target award payouts were set for each NEO relative to base salary. The EOCPS minimum payout hurdle is 70% of the pre-established target operating income

goal, and payment for such minimum performance equals 25% of the NEO’s award payout target.

The EOCPS Plan and goals established at the start of fiscal 2022 remained in effect through fiscal year end 2022 and represents Simpson Manufacturing Co., Inc.’s performance without ETANCO and consolidated results following the Company’s acquisition of ETANCO in April 2022.

Operating income of Simpson Manufacturing Co., Inc. is generally calculated as follows:

The CLDC established the 2022 quarterly and annual threshold, target and maximum operating income

goals, all of which are tied to the 2022 budget, as follows (actual results against goals also shown):

Regarding these goals, threshold operating income represented 70% of the target operating income for the quarter or full year, while maximum qualified operating income represented 140% of the target operating income for the quarter or 125% of the target

operating profit for the full year. The quarterly goal levels were established by the CLDC based on its judgment and evaluation of the seasonality of the Company’s business.

Threshold payout levels represented 25% of the target payout levels, and maximum payout levels represented 200% of the target payout levels. The MBO modifier cannot increase the EOCPS payout above the overall cap of 200% of the target payout level. Further, the performance goals for each quarter are established based on the seasonality of our planned profits. Based on actual achievement of qualified operating income during each quarter and for the full year 2022, the NEOs initially earned a 200% payout of full year 2022 target amounts, subject to further modification based on MBO performance results which represents performance achievement that exceeded 125% of target during the full year 2022. The total quarterly awards are adjusted after year-end to reflect the annual payment curve (“True-Up”) in order to align the quarterly payouts at 140% performance with the annual payout of 125%

performance. Awards for the first three quarters are not returned if the True-Up calculation results in a negative value for the year-end payout. The 200% payout was calculated, by experiencing greater operating income primarily due to lower cost of sales and operating expenses and increased revenues.

In early 2023, the CLDC reviewed the CEO and other NEOs’ pre-established MBO goals and the level of achievement. The CLDC adjusted the EOCPS payouts of Ms. Colonias, Mr. Magstadt and Mr. Olosky based on the MBO modifier, by (2.1)% to the fourth quarter, True-Up, and year-end payouts, resulting in a total adjustment of (3.2)%. The MBO Goals were a combination of qualitative and quantitative measures, including personal development goals, strategic sales goals aligned to the company’s growth initiatives, and operating results of ETANCO.

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”).

Our NEOs’ 2022 awards of restricted stock units were made in the following two forms:

period vesting in equal annual installments on the first, second and third anniversaries of the vesting start date (as determined by the CLDC); and

RSUs accounted for 35% of the 2022 target equity awards of our NEOs while PSUs accounted for the remaining 65%. In terms of target equity award values, the CEO and other NEOs’ target award values increased as follows: