Cassandra Payton
Executive Vice President, General Counsel at SSD
Executive
About Cassandra Payton
Executive Vice President and General Counsel at Simpson Manufacturing Co., Inc. (SSD); age 43; executive officer tenure 2 years; company tenure 4 years. Education: B.A. in English (Emory University) and J.D. (USC Gould School of Law). Appointed EVP, General Counsel on December 1, 2023; previously Assistant General Counsel (Aug 2021) and Vice President, Legal (Oct 2022–Dec 2023); oversees all legal and regulatory matters . During 2024, Simpson delivered $2.2B in net sales (+0.8% YoY), 46% gross margin, 19.3% operating margin, $7.60 diluted EPS, and 14.9% ROIC; compounded annual net sales growth since 2021 was 12.4% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Simpson Manufacturing Co., Inc. | EVP, General Counsel | Dec 2023–present | Oversees all legal and regulatory matters |
| Simpson Manufacturing Co., Inc. | Vice President, Legal | Oct 2022–Dec 2023 | Led legal function prior to promotion |
| Simpson Manufacturing Co., Inc. | Assistant General Counsel | Aug 2021–Oct 2022 | Supported corporate legal/regulatory matters |
| Dine Brands Global | Associate General Counsel | May 2018–July 2021 | Corporate legal leadership at public restaurant franchisor |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $337,800 | $450,000 |
| Profit Sharing Trust Contribution ($) | $33,000 | $34,500 |
Notes:
- 2024 salary rose 33.2% YoY due to promotion into NEO role with additional responsibilities .
- Simpson contributes up to 10% of qualifying salary to profit sharing accounts (with safe-harbor 3% quarterly), subject to a $34,500 cap for 2024 .
Performance Compensation
Short-Term Incentive (EOCPS – Executive Officer Cash Profit Sharing)
| Item | 2024 Detail |
|---|---|
| Target Bonus (% of Salary) | 60% of base salary |
| Payout ($) | $178,133 |
| Payout vs Target (%) | 65.98% of target |
| Plan Metrics | Qualified Operating Income (quarterly and annual) + MBO modifier (±20%) |
| 2024 Qualified Operating Income – Actual | $474.3M (86.41% of target) |
| MBO Adjustment | Applied; overall payouts ranged 65.98%–73.60% for NEOs |
2024 EOCPS threshold/target/max goals (qualified operating income) were set quarterly and annually; actual achieved was below target across periods, driving reduced payouts .
Long-Term Incentives (RSUs + PSUs)
| Component | 2024 Grant Structure | Grant Size | Vesting | Performance Metrics | 2024 Actuals |
|---|---|---|---|---|---|
| RSUs | 35% of target LTI value | 1,298 RSUs | 3-year, equal annual installments on 1st, 2nd, 3rd anniversaries of vesting start date | N/A (time-based) | N/A |
| PSUs | 65% of target LTI value | Target: 2,408 PSUs; Max: 4,816 PSUs | Payout in Feb 2027; 3-year performance period (2024–2026) | 50% Revenue Growth, 50% ROIC; goals set annually with 3-year average determining vesting | 2024 Revenue Growth: 0.8%; 2024 ROIC: 15.0% |
Notes:
- For 2025 PSU awards, Simpson will revert to cumulative 3-year goals set at grant .
- All PSUs are capped at 200% of target and are fully at-risk; RSUs are time-based .
Pay Mix and Governance
- NEO pay emphasizes performance alignment: base + EOCPS + LTI; payout caps and clawback policy in place; hedging/pledging prohibited .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jan 31, 2025) | 2,133 shares |
| Ownership % of Outstanding | <1% (each individual); all directors/executives as group ≈0.39% |
| Shares Acquirable within 60 days (RSUs) | 1,856 shares (included in beneficial ownership via 60-day RSU vesting rights) |
| Unvested RSUs (by grant) | 2022: 202; 2023: 356; 2024: 1,298 |
| PSUs Outstanding (Unearned) | 2023 grant: 1,972 (maximum potential); 2024 grant: 803 (target for 2024 portion) |
| Options Outstanding | None (no options outstanding for NEOs) |
| 2024 Stock Vested | 278 shares; $53,034 value realized |
| Ownership Guidelines | EVP, General Counsel: 2× base salary; each NEO has complied or is within allotted time to comply |
| Hedging/Pledging | Prohibited for directors, officers, employees |
Employment Terms
Severance & Change-in-Control (CIC) Economics
| Scenario | Cash Multiple | Bonus Basis | Healthcare (COBRA) | Notes |
|---|---|---|---|---|
| Involuntary Termination (without Cause) or Resignation for Good Reason | 1× | Aggregate annual target EOCPS for year of termination | 12 months | Requires release; discretionary plan adopted May 1, 2024 |
| CIC Qualifying Termination (double-trigger within CIC protection period) | 2× | Greater of target EOCPS for year of CIC or year of termination | 24 months | Double-trigger for accelerated equity vesting on sale event; PSUs prorated |
Estimated Payments for Cassandra Payton (Assuming Event on Dec 31, 2024; Stock at $165.83)
| Scenario | Total Estimated Payment ($) |
|---|---|
| Involuntary Termination Without Cause | $720,000 |
| Termination Without Cause or for Good Reason Following CIC | $3,538,898 |
| Death | $658,898 |
| Disability | $658,898 |
Additional terms:
- Equity awards require double-trigger for accelerated vesting on sale event; PSU payouts prorated to early-vesting date; RSU payouts may be delayed 6 months if Section 409A applies .
- Robust Executive Compensation Recovery (clawback) policy aligned with Exchange Act Section 10D and NYSE rules .
Investment Implications
- Pay-for-performance alignment: Cash (EOCPS) paid at 65.98% of target in 2024—driven by operating income underperformance—indicates discipline in STI outcomes; LTI is majority PSUs tied to multi-year revenue growth and ROIC, capping payouts at 200% and reducing windfalls .
- Retention and selling pressure: Upcoming RSU vesting (2022–2024 grants totaling 1,856 RSUs within 60 days and additional unvested RSUs thereafter) is modest relative to float and options are zero, limiting mechanical selling pressure; PSUs settle in Feb 2027 based on 3-year performance, deferring realization .
- Alignment safeguards: Strict anti-hedging/pledging and ownership guidelines (2× salary for EVP GC) enhance alignment; clawback coverage lowers governance risk in case of restatement .
- Change-in-control protection: Double-trigger equity acceleration and 2× CIC cash multiple provide market-standard protection; severance economics are defined and predictable, reducing uncertainty in transition scenarios .
- Peer benchmarking and shareholder support: Compensation peer group spans building products/materials; target positioning is market-competitive without formulaic benchmarking; say-on-pay support exceeded 99.5% in 2024, signaling broad investor acceptance of the program .
2024 company context: Net sales grew 0.8% to $2.2B, with 46% gross margin, 19.3% operating margin, $7.60 diluted EPS, and 14.9% ROIC—the PSU metrics (revenue growth and ROIC) directly index to value creation under Cassandra’s GC oversight period .