Angela Drake
Director at SSD
Board
About Angela Drake
Angela Drake, age 53, was appointed as an independent director of Simpson Manufacturing Co., Inc. effective January 1, 2025. She is Executive Vice President & Chief Financial Officer of The Toro Company (since March 2023), with prior leadership roles spanning finance, construction, and M&A integration at Toro (2019–2023), and served as CFO of Charles Machine Works (2011–2019). She serves on Simpson’s Audit & Finance and Compensation & Leadership Development Committees and has been designated by the Board as an “audit committee financial expert.” She also serves on the board of First Bank & Trust Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Toro Company | EVP & Chief Financial Officer | Mar 2023–Present | Finance leadership in a global manufacturing environment |
| The Toro Company | VP Finance; VP Construction; Sr. Managing Director, Integration Co‑Lead | 2019–2023 | Integration leadership following acquisitions; finance and operating oversight |
| Charles Machine Works | Chief Financial Officer | 2011–2019 | CFO of privately held manufacturer acquired by Toro in 2019 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Toro Company (NYSE: TTC) | Executive Vice President & CFO | Mar 2023–Present | Public-company CFO; financial reporting, capital allocation |
| First Bank & Trust Company | Director | Not disclosed | Community bank board service |
Board Governance
- Independence: The Board affirmed Ms. Drake is independent under NYSE standards; none of the independent directors (including Ms. Drake) had relationships deemed material. No familial relationships with executives or significant stockholders were disclosed .
- Committees and role:
- Audit & Finance Committee – Member; Board-designated “audit committee financial expert” .
- Compensation & Leadership Development Committee – Member .
- Not a committee chair as of Jan 1, 2025 or under the May 6, 2025 composition .
- Board activity and executive sessions: In 2024 the Board held 6 meetings; committees held 33 (Audit 11; Compensation 10; Nominating 8; Corporate Strategy 4). Independent directors regularly met in executive sessions; 100% of then-current directors attended the 2024 Annual Meeting. Note: Ms. Drake joined the Board in 2025, so no 2024 attendance metric applies to her .
- Anti‑hedging/anti‑pledging: Directors, officers and employees are prohibited from hedging and pledging company stock .
- Investor confidence context: Say-on-pay support exceeded 99.5% at the 2024 Annual Meeting .
Fixed Compensation
Non-employee director cash fees (2024 program; paid quarterly or upon appointment):
| Cash Element | Amount (USD) |
|---|---|
| Annual Board Member Retainer | $75,000 |
| Audit & Finance Committee – Member | $10,000 |
| Compensation & Leadership Development Committee – Member | $10,000 |
| Nominating & CSR Committee – Member | $10,000 |
| Corporate Strategy & Acquisitions Committee – Member | $7,000 |
| Committee Chair Retainers (each standing committee) | $10,000 (each) |
| Additional Retainer – Chair of the Board | $66,500 |
2024 director compensation (context): Ms. Drake joined in 2025 and had no 2024 director compensation (shown as “—” in the 2024 table) .
Performance Compensation
- Equity grants to non-employee directors are vested share awards with a target value of approximately $125,000 annually; the number of shares is based on a 60‑day average price prior to the grant date. The Board Chair receives an additional vested share grant of approximately $38,500. 2024 awards were valued at the NYSE closing price of $173.89 on April 30, 2024 .
- As of December 31, 2024, non-employee directors held no unvested stock awards or outstanding options (all awards to directors are vested shares, not options) .
- No performance metrics are tied to director compensation (director equity is not performance-based) .
| Director Equity Program Feature | Detail |
|---|---|
| Annual equity (non-employee directors) | Vested shares ≈ $125,000 value |
| Chair additional equity | Vested shares ≈ $38,500 value |
| 2024 valuation reference | $173.89/share (close on 4/30/2024) |
| Unvested/option awards outstanding (12/31/2024) | None for non-employee directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company boards | None (per director nominees table) |
| Potential interlocks | None disclosed in proxy; no material relationships identified by Board in independence review |
| Related-party transactions | Company policy requires review/approval; none required disclosure in the 2025 proxy |
Expertise & Qualifications
- Financial and accounting expertise in manufacturing; designated as an “audit committee financial expert” by the Board .
- Strategic planning, people operations, business management, M&A integration experience (Toro; Charles Machine Works) .
- Board-level independence and service on key oversight committees (Audit & Finance; Compensation & Leadership Development) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Jan 31, 2025) | 230 shares |
| Ownership as % of shares outstanding | ≈0.0005% (230 / 41,974,436 shares) |
| Vested vs. unvested | Non-employee directors held no unvested awards as of 12/31/2024 |
| Options (exercisable/unexercisable) | None outstanding for non-employee directors (12/31/2024) |
| Shares pledged as collateral | Prohibited by Company policy |
| Hedging of company stock | Prohibited by Company policy |
| Stock ownership guidelines (Board) | Guidelines are in place for the Board (no multiple disclosed in proxy) |
Governance Assessment
- Strengths and positive signals
- Independent director with deep CFO and manufacturing finance experience; designated audit committee financial expert—enhances audit oversight quality .
- Service on Audit & Finance and Compensation & Leadership Development aligns with her skill set and improves board effectiveness in financial reporting and pay governance .
- Anti‑hedging and anti‑pledging policies and Board/NEO ownership guidelines support alignment with shareholders .
- No related-party transactions requiring disclosure; high Say‑on‑Pay support (99.5%) indicates strong investor confidence in governance and pay practices .
- Watch items / potential risks
- New appointment (effective 2025) means no personal attendance history in 2024; monitoring meeting participation in 2025 will be important .
- Significant external executive role (CFO of Toro) raises typical time‑commitment considerations; Board independence review found no material relationships, and RPT policy provides guardrails .
References:
- Director biography, age, tenure, committees, and external roles .
- Committee rosters and financial expert designation .
- Independence determination .
- Meeting cadence and executive sessions .
- Director cash fees and equity program; 2024 valuation .
- Beneficial ownership (director-level) and shares outstanding .
- Anti‑hedging/pledging and ownership guidelines .
- Say‑on‑Pay support .