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 20202022 Annual Meeting of Stockholders (the “Annual Meeting”) to our stockholders on or about March 13, 2020.23, 2022.

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

section of this Proxy Statement beginning on page 1011 describes our governance framework, which includes the following:

continue to define our business today. 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.

the safety of all employees, and we continually work to minimize employee exposure to potential risk.

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.

and other stakeholders as part of its annual review of Simpson’s executive compensation program.

accounting firm for the year ending December 31, 2020,2022, and, as a matter of good governance, we are seeking stockholder ratification of that appointment.

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.

The Nominating and Governance 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 this year’sthe Annual Meeting (ages are as of March 11, 2020)23, 2022).

Additionally, any member of our Audit and Finance Committee may serve on the audit committee of no more than threetwo other public companies. While Mr. Bless is a chief executive officer of a public company and serves as a director on two public company boards in addition to his service as a director on our Board, we believe Mr. Bless is not overboarded as demonstrated by, among other things, his perfect attendance at meetings during his tenure. We also note that the other two companies for which Mr. Bless serves as a director are Chicago-based, and require limited, if any travel to meet his commitments with respect to his board service. We believe it is also relevant to note that CNA is a publicly-traded company that is a “controlled company” under NYSE rules, with one stockholder owning approximately 89% of the outstanding common stock.

Board prior to 2016 will be nominated for re-election after 20 years of board service, and the Board generally will not nominate outside 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 directors will be approximately nine10.6 years.

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.simpsonmfg.comwww.ir.simpsonmfg.com under “Investor Relations - Corporate Governance.”

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, a current or former employee of Simpson.

The Nominating and Governance 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 Governance Committee will consider candidates identified by stockholders, the Nominating and Governance Committee has sole discretion whether to recommend those candidates to the Board.

Annual Meeting, each for a term extending until next year’s Annual Meeting of Stockholders.

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

company performance. In addition to self-evaluation, the Board has also engaged a third-party corporate governance consulting firm,The Ellig Group to evaluate the existing skills and experience represented on the Board as well as what additional skills and experience would add to the overall effectiveness of the Board in light of its current strategy.

Business” are our company values, and we continue to abide by them to this day.

Directors (Independent(Independent Directors), c/o Simpson Manufacturing Co., Inc., P.O. Box 7655, Berkeley,5956 W. Las Positas Blvd., Pleasanton, California 94507.94588.

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

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.

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, 20192021 between any member of the Board or the Compensation and Leadership Development Committee and an executive officer of Simpson.

consultants, members of our Human Resources and Finance Departments support the Compensation and Leadership Development Committee in its work.

review, the Compensation and Leadership Development Committee did not identify any conflict of interest raised by the work performed by Mercer or Marsh.Meridian.

will be replaced by another officer of the Company), will make recommendations to the Nominating and Governance Committee and the Nominating and Governance 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 Governance 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

directors consisted of retainers and membership fees as follows:

Colonias, our President and Chief Executive Officer and an incumbenta director nominee, is set forth above under “2020“2022 Nominees.”

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.

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.

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.

our key compensation decisions and activities for 2019.2021. 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 executive officers,NEOs, including our CEO and the other executive officers named in the “2019“2021 Summary Compensation Table” below. Our NEOs for 20192021 were the following individuals: