January 30, 2017
The Compensation Committee (the "Committee") of the Board of Directors of Simpson Manufacturing Co., Inc. (the "Company") shall consist of a minimum of two directors. Members of the Committee shall be appointed by the Board of Directors and may be removed by the Board of Directors at its discretion. The Board of Directors shall affirmatively determine each year that each member of the Committee is an independent director, satisfies the New York Stock Exchange standards for independence of members of the Committee, and is qualified by education or experience to perform the functions of a member of the Committee.
The purpose of the Committee shall be to carry out the Board of Directors' overall responsibility for executive compensation.
The Committee shall have the following authority and responsibilities:
- To review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Principal Executive Officer. The Committee shall evaluate at least once a year the Principal Executive Officer's performance in light of these established goals and objectives. Based on these evaluations, the Committee shall set the Principal Executive Officer's annual compensation, including salary, bonus, incentive, equity, retirement and any other compensation.
- To review and approve on an annual basis the compensation structure for the Principal Financial Officer and other executive officers of the Company who could potentially be one of the other three most highly compensated executive officers (the "Named Executive Officers"), for purposes of Item 402 of the Securities and Exchange Commission's Regulation S-K. The Committee shall evaluate the performance of, and approve the annual compensation (including salary, bonus, incentive, equity, retirement and any other compensation) for, the Named Executive Officers.
- To review and approve on a quarterly and annual basis awards to the Named Executive Officers under the Company's Executive Officer Cash Profit Sharing Plan.
- To review and make recommendations to the Board of Directors with respect to the Company's non-equity incentive compensation plans, equity-based plans and retirement plans.
- To review and approve the compensation of directors.
- To review and approve the compensation discussion and analysis for inclusion in the Company's annual report on Form 10-K and proxy statement.
- To prepare and publish a compensation report in the Company's proxy statement each year.
- To retain and oversee compensation consultants, outside counsel and other advisors when engaged for executive compensation matters, as the Committee may deem appropriate in its sole discretion only after taking into consideration all factors relevant to each compensation consultant's, outside counsel's or other advisor's independence from management in accordance with the New York Stock Exchange standards. The Committee shall have sole authority to approve related fees, expenses and retention terms of each compensation consultant, outside counsel and other advisor, all of which will be paid by the Company.
In carrying out its duties, the Committee shall have the authority to delegate any of its responsibilities to subcommittees or individual member(s) of the Committee, as the Committee may deem appropriate in its sole discretion.
The Committee shall report its actions and any recommendations to the Board of Directors after each Committee meeting and shall conduct and present to the Board of Directors an annual performance evaluation of the Committee. The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval.