Celeste Volz Ford
Simpson Manufacturing Co.About Celeste Volz Ford
Celeste Volz Ford (age 68) has served on Simpson Manufacturing’s board since 2014; she founded Stellar Solutions in 1995, served as CEO until 2018, and is now board chair; in 2022 she formed Stellar Ventures as a managing partner, bringing deep experience in technology, cyber, strategy, and risk management relevant to SSD’s priorities . She is an independent director under NYSE and company standards and currently chairs the Compensation and Leadership Development Committee (CLDC) while also serving on the Corporate Strategy & Acquisitions Committee . In 2024, all directors attended at least 82% of combined board and committee meetings (Ford not listed as the exception) and 100% attended the 2024 Annual Meeting, indicating strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stellar Solutions, Inc. | Founder & CEO; later Board Chair | CEO: 1995–2018; Chair: 2018–present | Led global systems engineering firm with government and commercial aerospace programs; leadership across multiple Stellar entities and humanitarian R&D (QuakeFinder) . |
| Seagate Government Solutions (unit of Seagate Technology plc) | Director | 2015–2017 | Board service at government-focused technology unit . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stellar Ventures | Managing Partner | 2022–present | Woman‑led venture capital firm; technology investment expertise . |
| CHG Group, Inc. (subsidiary of Chemring Group plc) | Director | 2020–2023 | Board service at aerospace/defense technology subsidiary . |
| IRIS Automation | Director | 2020–2023 | Board service at safety avionics technology company . |
| Heritage Commerce Corporation | Former Public Company Director | n/a | Listed as a former public company directorship . |
| University of Notre Dame | Board of Trustees (member) | n/a | Non-profit governance role . |
| American Conservatory Theater | Board member | n/a | Non-profit governance role . |
| Illuminate Ventures | Business Advisory Council | n/a | Advisory role to venture platform . |
Board Governance
- Independence: The board affirmatively determined Ford is independent; she has no material relationship with the company other than as director and stockholder .
- Committee assignments and chair roles (2025 proxy): Chair, CLDC; Member, Corporate Strategy & Acquisitions .
- Committee composition and activity: In 2024, the board held 6 meetings; committees held 33 (Audit & Finance 11; CLDC 10; Nominating & CSR 8; Corporate Strategy & Acquisitions 4). Each director attended at least 82% of applicable meetings (exception noted was another director) and 100% attended the 2024 Annual Meeting .
- CLDC remit (selected): Oversees design of officer compensation, CEO goal‑setting and evaluation, CD&A preparation, and retains independent consultant (Meridian); Ford signed the CLDC report as Chair .
- Interlocks: “No interlocking relationship” existed in 2024 between any board/CLDC member and SSD executive officers; all CLDC members were independent .
- Executive sessions: Independent directors meet regularly in executive session without management .
- Anti‑hedging/pledging: Directors are prohibited from hedging or pledging company stock; purchase on margin and margin accounts are also prohibited .
- Related‑party transactions: Company policy requires review/approval of related‑party transactions; none were identified requiring disclosure in the 2025 proxy .
Fixed Compensation
| Component | 2024 Policy / Amount | Notes |
|---|---|---|
| Annual Board Member Retainer (cash) | $75,000 | Paid quarterly or upon appointment . |
| Committee Chair Retainer (each of Audit, CLDC, Nominating, Corporate Strategy) | $10,000 | Chair retainers in addition to member fees . |
| Committee Member Fees | Audit: $10,000; CLDC: $10,000; Nominating & CSR: $10,000; Corporate Strategy & Acquisitions: $7,000 | Paid quarterly or upon appointment . |
| Additional Retainer for Chair of the Board | $66,500 | Applies to non‑executive chair, not Ford . |
| Annual Equity Grant (vested shares) | Approximately $125,000 | Granted as vested shares; number based on 60‑day average price pre‑grant; additional ~$38,500 in vested shares to Board Chair (not Ford) . |
2024 actual director compensation (reported amounts):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Celeste Volz Ford | 102,041 | 111,637 | — | 213,678 |
- 2024 vested stock awards were valued at $173.89 per share (NYCE close on April 30, 2024) under ASC 718; each nonemployee director’s equity corresponded to the stock retainer; Mr. Donaldson’s higher amount reflects additional Chair of Board stock retainer also valued at $173.89 per share .
- As of December 31, 2024, nonemployee directors held no unvested stock awards or outstanding option awards .
Performance Compensation
| Performance-Linked Elements in Director Pay | Status |
|---|---|
| Annual cash bonus, performance cash | Not applicable for nonemployee directors (not disclosed) . |
| Performance‑based equity (PSUs/Options) | None outstanding or unvested as of 12/31/2024 . |
CLDC retains an independent compensation consultant (Meridian) and confirmed consultant independence; CLDC practices include ownership guidelines for executives and robust clawback, with broader anti‑hedging/pledging policies that also apply to directors .
Other Directorships & Interlocks
| Category | Listing |
|---|---|
| Current public company directorships | None . |
| Former public company directorships | Heritage Commerce Corporation . |
| Interlocks with SSD executives | None in 2024; all CLDC members independent and no interlock existed . |
Expertise & Qualifications
- Board‑identified contributions include leadership/entrepreneurial record; deep understanding of cyber, technology and software; strategic planning; and risk management, with insights into European operations .
- Board skills framework emphasizes strategy development, M&A, IT/cyber, international experience—areas aligned with Ford’s background .
Equity Ownership
| Holder | Total Beneficial Ownership (as of Jan 31, 2025) | Percent of Class | Notes |
|---|---|---|---|
| Celeste Volz Ford | 12,651 shares | <1% | Company table of directors/NEOs; individual ownerships all under 1% . |
Additional insider activity:
- On May 8, 2025, a Form 4 reflected Ford’s reported holdings of 13,434 shares (latest update) .
- Prior Form 4 filings show administrative “L – Other” adjustments reported on 2024‑02‑08 referencing earlier dates in 2023 for Ford .
Alignment, restrictions, and pledging:
- Directors receive vested share grants rather than options; no unvested awards outstanding, limiting incentive for short‑term accounting outcomes .
- Anti‑hedging and anti‑pledging policy prohibits directors from hedging or pledging company stock, using margin, or holding in margin accounts .
Governance Assessment
Strengths
- Independent director with significant tenure (since 2014) and relevant domain expertise in technology/cyber, strategy, and risk management; serves as CLDC Chair and on Corporate Strategy, positioning her at the center of pay‑for‑performance design and strategic oversight .
- Strong engagement record: board/committee attendance in 2024 met or exceeded 82% for directors (Ford not listed as the exception), and 100% attendance at the 2024 Annual Meeting .
- No CLDC interlocks or related‑party transactions disclosed; independent consultant (Meridian) advises CLDC; robust anti‑hedging/pledging and compensation governance framework; 2024 Say‑on‑Pay approval exceeded 99.5%, reflecting broad investor support for pay programs overseen by CLDC .
Watch‑items / Potential risks
- Length of service is approaching the board’s general tenure guideline (15 years for nonemployee directors joining post‑2016; Ford joined in 2014, for whom a 20‑year guideline applies), which the board manages via annual skills‑based evaluations rather than fixed retirement age .
- External commitments (Stellar Ventures, non‑profit boards) require ongoing monitoring for workload/conflicts, though no related‑party transactions requiring disclosure were identified in the latest proxy .
Overall signal for investors
- Ford’s chairmanship of the CLDC, absence of interlocks, and the company’s high Say‑on‑Pay support suggest governance practices supportive of investor alignment; the director compensation design (cash retainer plus vested share grants, no options) and anti‑hedging/pledging policy further reduce misalignment risks .