Simpson Manufacturing Co., Inc. (NYSE:SSD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Compensation of Named Executive Officers
On December 6, 2016, the Compensation and Leadership Development
Committee of our Board of Directors (the “Committee”) approved
certain 2017 compensatory arrangements for our named executive
officers (the Named Executive Officers) set forth below.
Committee of our Board of Directors (the “Committee”) approved
certain 2017 compensatory arrangements for our named executive
officers (the Named Executive Officers) set forth below.
Our Named Executive Officers are at-will employees. We do not have
a written employment contract with any of them. We or each of the
Named Executive Officers can terminate the employment relationship
at any time, for any reason with or without cause.
a written employment contract with any of them. We or each of the
Named Executive Officers can terminate the employment relationship
at any time, for any reason with or without cause.
Salary and Profit Sharing Trust Contributions
For each of our named executive officers set forth in the table
below, we have set his or her respective annual salaries and expect
to contribute to his or her respective profit sharing trust account
for 2017, as follows:
below, we have set his or her respective annual salaries and expect
to contribute to his or her respective profit sharing trust account
for 2017, as follows:
|
|
|
|
Estimated
|
||||
|
|
|
|
Profit Sharing
|
||||
|
|
Salary
|
|
Trust Contribution{1}
|
||||
|
Karen Colonias
|
$
|
740,000
|
|
|
$
|
27,000
|
|
|
President and Chief Executive Officer
|
|
|
|
||||
|
|
|
|
|
||||
|
Ricardo Arevalo
|
460,000
|
|
27,000
|
||||
|
Chief Operating Officer, Simpson Strong-Tie Company Inc.
|
|
|
|
||||
|
|
|
|
|
||||
|
Roger Dankel
|
460,000
|
|
|
27,000
|
|
||
|
President of North American Sales, Simpson Strong-Tie
Company Inc. |
|
|
|
||||
|
|
|
|
|
||||
|
Brian J. Magstadt
|
500,000
|
|
27,000
|
||||
|
Chief Financial Officer, Treasurer and Secretary
|
|
|
|
||||
|
|
|
|
|
||||
|
Jeffrey E. Mackenzie
|
350,000
|
|
|
27,000
|
|
||
|
Vice President
|
|
|
|
{1} If we employ him or her on December 31, 2017, or if he or she
retires after reaching the age of 60 or older during 2017, we will
contribute to his or her profit sharing trust account 10% of his or
her salary, with a contribution limit of $27,000 for 2017, plus a
pro rata share of forfeitures by other participants in our profit
sharing trust program. The estimates in this table assume that no
such forfeitures will occur. Of this 10% contribution, 7% will be
paid in 2018, and 3% will be paid quarterly in the month following
the last month of each calendar quarter of 2017.
retires after reaching the age of 60 or older during 2017, we will
contribute to his or her profit sharing trust account 10% of his or
her salary, with a contribution limit of $27,000 for 2017, plus a
pro rata share of forfeitures by other participants in our profit
sharing trust program. The estimates in this table assume that no
such forfeitures will occur. Of this 10% contribution, 7% will be
paid in 2018, and 3% will be paid quarterly in the month following
the last month of each calendar quarter of 2017.
The salary increases for each of the Named Executive Officers for
2017 represent a change in the mix of compensation with an increase
in the fixed components, including salary and profit sharing trust
contributions, an expected reduction in, and a cap on, the
shortterm variable component under the Executive Officer Cash
Profit Sharing Plan, which, along with the expected equity awards
in the form of restrict stock units to be issued for 2017 under the
Company’s 2011 Incentive Plan, adopted on April 26, 2011, and
amended and restated on April 21, 2015, is intended to balance both
short- and long-term incentives for our Named Executive Officers.
2017 represent a change in the mix of compensation with an increase
in the fixed components, including salary and profit sharing trust
contributions, an expected reduction in, and a cap on, the
shortterm variable component under the Executive Officer Cash
Profit Sharing Plan, which, along with the expected equity awards
in the form of restrict stock units to be issued for 2017 under the
Company’s 2011 Incentive Plan, adopted on April 26, 2011, and
amended and restated on April 21, 2015, is intended to balance both
short- and long-term incentives for our Named Executive Officers.
Executive Officer Cash Profit Sharing Plan
As a result of the amendments made to our Executive Officer Cash
Profit Sharing Plan in October 2016 (the “Plan Amendments”) that
the Company announced in October 2016 (see the Company’s current
report on Form 8-K, dated October 19, 2
Profit Sharing Plan in October 2016 (the “Plan Amendments”) that
the Company announced in October 2016 (see the Company’s current
report on Form 8-K, dated October 19, 2
016), instead of making quarterly awards, the amended Executive
Officer Cash Profit Sharing Plan allows the Committee to decide
when awards will be made to the covered employees thereunder with
respect to a fiscal year.
Officer Cash Profit Sharing Plan allows the Committee to decide
when awards will be made to the covered employees thereunder with
respect to a fiscal year.
The Company expects to submit the Plan Amendments for stockholder
approval during the Companys 2017 annual meeting of stockholders
and include the Plan Amendments in the Companys 2017 proxy
statement. If the Companys stockholders approve the Plan
Amendments, the amended Executive Officer Cash Profit Sharing
Plan will apply to awards to be made after the end of fiscal year
2016. The first batch of periodic awards under the amended
Executive Officer Cash Profit Sharing Plan is expected to be made
after the first quarter of fiscal year 2017.
approval during the Companys 2017 annual meeting of stockholders
and include the Plan Amendments in the Companys 2017 proxy
statement. If the Companys stockholders approve the Plan
Amendments, the amended Executive Officer Cash Profit Sharing
Plan will apply to awards to be made after the end of fiscal year
2016. The first batch of periodic awards under the amended
Executive Officer Cash Profit Sharing Plan is expected to be made
after the first quarter of fiscal year 2017.
Under the amended Executive Officer Cash Profit Sharing Plan, the
Committee bases the determination of periodic awards to a Named
Executive Officer on an individual percentage of the amount (the
Qualified Financial Measures) by which net profit, operating
income or other objectively determinable financial reporting
measures (which are expected to be further refined and specified
when submitting the Plan Amendments for stockholder approval) of
the entire company, or a branch or subsidiary thereof (applicable
to such officer) for a particular period, exceed a qualifying
level for the entire company, the officers relevant branch or the
subsidiary, respectively, set by the Committee for that period.
The Committee determines the qualifying level (expected to be
based on operating income) and each Named Executive Officer’s
individual percentage with respect to a specific period and bases
the officers’ individual percentages on their then-current job
functions. With respect to each fiscal year, the Committee also
sets a targeted level for the entire company, the branch or the
subsidiary, respectively, and a Named Executive Officers
individual percentage of the amount by which the annual targeted
level exceeds the annual qualifying level is such officers
targeted annual compensation under the Executive Officer Cash
Profit Sharing Plan (the Targeted Annual Payout).
Committee bases the determination of periodic awards to a Named
Executive Officer on an individual percentage of the amount (the
Qualified Financial Measures) by which net profit, operating
income or other objectively determinable financial reporting
measures (which are expected to be further refined and specified
when submitting the Plan Amendments for stockholder approval) of
the entire company, or a branch or subsidiary thereof (applicable
to such officer) for a particular period, exceed a qualifying
level for the entire company, the officers relevant branch or the
subsidiary, respectively, set by the Committee for that period.
The Committee determines the qualifying level (expected to be
based on operating income) and each Named Executive Officer’s
individual percentage with respect to a specific period and bases
the officers’ individual percentages on their then-current job
functions. With respect to each fiscal year, the Committee also
sets a targeted level for the entire company, the branch or the
subsidiary, respectively, and a Named Executive Officers
individual percentage of the amount by which the annual targeted
level exceeds the annual qualifying level is such officers
targeted annual compensation under the Executive Officer Cash
Profit Sharing Plan (the Targeted Annual Payout).
In addition, the Plan Amendments add an additional restriction
that, with respect to a particular fiscal year, no award in
excess of two times any Named Executive Officers Targeted Annual
Payout for that year will be paid to such officer under the
Executive Officer Cash Profit Sharing Plan. Any award under the
Executive Officer Cash Profit Sharing Plan will be paid at such
time as determined by the Committee; provided that all awards
thereunder with respect to periods within a fiscal year shall be
paid by March 15 of the succeeding fiscal year (as we expect to
further limit the final payout date from March 31 to March 15
when submitting the Plan Amendments for stockholder approval).
that, with respect to a particular fiscal year, no award in
excess of two times any Named Executive Officers Targeted Annual
Payout for that year will be paid to such officer under the
Executive Officer Cash Profit Sharing Plan. Any award under the
Executive Officer Cash Profit Sharing Plan will be paid at such
time as determined by the Committee; provided that all awards
thereunder with respect to periods within a fiscal year shall be
paid by March 15 of the succeeding fiscal year (as we expect to
further limit the final payout date from March 31 to March 15
when submitting the Plan Amendments for stockholder approval).
The Targeted Annual Payment and the maximum amount of awards to
be paid out for 2017 for each of our Named Executive Officers are
as follows:
be paid out for 2017 for each of our Named Executive Officers are
as follows:
|
2017 Targeted
|
2017 Maximum
|
||||||
|
Annual Payout
|
Annual Payout
|
||||||
|
Karen Colonias
|
$
|
740,000
|
$
|
1,480,000
|
|||
|
Ricardo Arevalo
|
230,000
|
460,000
|
|||||
|
Roger Dankel
|
230,000
|
460,000
|
|||||
|
Brian J. Magstadt
|
250,000
|
500,000
|
|||||
|
Jeffrey E. Mackenzie
|
175,000
|
350,000
|
The Committee also determined that, subject to the approval of
the Plan Amendments by the Companys stockholders at the Companys
2017 annual meeting, with respect to fiscal year 2017, the awards
under the Executive Officer Cash Profit Sharing Plan will be made
through five payments, with each of the first four payments to be
made quarterly and the last payment to be made at the end of 2017
(or thereafter by March 15, 2018). For each of the four quarters
in 2017, a Named Executive Officer will receive the awards based
on 50% of his or her applicable individual percentage of the
respective quarterly Qualified Financial Measures. As for the
last payment, the Named Executive Officer will receive the awards
based on 50% of his or her applicable individual percentage of
the annual Qualified Financial Measures for 2017. The net effect
of such five payments is to reduce the amount of quarterly awards
and proportionately increase the amount of awards to be made
following the end of the year, with the year-end awards
contingent upon achieving the Qualified Financial Measures for
the entire year. The determination of the applicable Qualified
Financial Measures and the applicable qualifying level for the
first batch of periodic awards in 2017 will be made in the first
quarter of 2017.
the Plan Amendments by the Companys stockholders at the Companys
2017 annual meeting, with respect to fiscal year 2017, the awards
under the Executive Officer Cash Profit Sharing Plan will be made
through five payments, with each of the first four payments to be
made quarterly and the last payment to be made at the end of 2017
(or thereafter by March 15, 2018). For each of the four quarters
in 2017, a Named Executive Officer will receive the awards based
on 50% of his or her applicable individual percentage of the
respective quarterly Qualified Financial Measures. As for the
last payment, the Named Executive Officer will receive the awards
based on 50% of his or her applicable individual percentage of
the annual Qualified Financial Measures for 2017. The net effect
of such five payments is to reduce the amount of quarterly awards
and proportionately increase the amount of awards to be made
following the end of the year, with the year-end awards
contingent upon achieving the Qualified Financial Measures for
the entire year. The determination of the applicable Qualified
Financial Measures and the applicable qualifying level for the
first batch of periodic awards in 2017 will be made in the first
quarter of 2017.
In the event that the Companys stockholders do not approve the
Plan Amendments, the Companys current Executive Officer Cash
Profit Sharing Plan, last amended on February 25, 2008, will
continue in effect with respect to awards to be made after the
end of fiscal year 2016.
Plan Amendments, the Companys current Executive Officer Cash
Profit Sharing Plan, last amended on February 25, 2008, will
continue in effect with respect to awards to be made after the
end of fiscal year 2016.
About Simpson Manufacturing Co., Inc. (NYSE:SSD)
Simpson Manufacturing Co., Inc. through its subsidiary, Simpson Strong-Tie Company Inc. (SST), designs, engineers and manufactures wood construction products, including connectors, truss plates, fastening systems and lateral systems used in light-frame construction. It also offers concrete construction products used for concrete, masonry, steel and for concrete repair, protection and strengthening, including adhesives, chemicals, mechanical anchors, carbide drill bits, powder actuated tools and fiber reinforced materials. It operates in three segments: North America, Europe and Asia/Pacific. The North America segment includes operations in the United States and Canada. The Europe segment includes operations in France, the United Kingdom, Germany, Denmark, Switzerland, Portugal and Poland. The Asia/Pacific segment includes operations in China, Hong Kong, Thailand, Australia, New Zealand, South Africa and the Middle East. Its segments sell both wood and concrete construction products. Simpson Manufacturing Co., Inc. (NYSE:SSD) Recent Trading Information
Simpson Manufacturing Co., Inc. (NYSE:SSD) closed its last trading session down -0.66 at 45.55 with 376,333 shares trading hands.