Chau Banks
Director at SSD
Board
About Chau Banks
Chau Banks, age 55, is an independent director of Simpson Manufacturing Co., Inc. (SSD) since 2023. She is Chief Information and Data Officer at The Clorox Company (since 2020) and brings deep expertise in information technology, cyber infrastructure, digital and data transformations, and customer-facing digital technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clorox Company | Chief Information and Data Officer | 2020–present | Leads cyber, digital and data transformations |
| Revlon, Inc. | Chief Technology and Digital Officer | 2018–2020 | Digital transformation leadership |
| New York & Company | EVP, Chief Information Officer and Channel Integration | 2013–2017 | Channel integration and IT leadership |
External Roles
| Organization | Role | Tenure | Public Company Interlocks |
|---|---|---|---|
| Pearl by David’s Bridal | Advisory Board Member | Current | None |
| NextUp (non-profit) | Board Member | 2021–2024 | None |
| Other current public boards | — | — | None |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Affirmatively determined independent; no material relationships |
| SSD Board Tenure | Director since 2023 |
| Committees (2024) | Compensation & Leadership Development; Nominating & CSR |
| Committees (effective May 6, 2025) | Compensation & Leadership Development; Nominating & CSR (member; not chair) |
| Attendance | Each director attended at least 82% of aggregate Board/committee meetings in 2024; 100% attended the 2024 annual meeting |
| Board/Committee Meetings (2024) | Board: 6; Audit & Finance: 11; Compensation & Leadership Development: 10; Nominating & CSR: 8; Corporate Strategy & Acquisitions: 4 |
| Executive Sessions | Independent directors meet regularly without management |
| Board leadership | Independent Chair; no Lead Independent Director |
Fixed Compensation
| Component | Amount |
|---|---|
| 2024 Annual Board Member Retainer | $75,000 |
| Committee Member Fees | Audit & Finance: $10,000; Compensation & Leadership Development: $10,000; Nominating & CSR: $10,000; Corporate Strategy & Acquisitions: $7,000 |
| Committee Chair Retainer (incremental) | $10,000 per committee (in addition to member fees) |
| Chair of the Board Cash Retainer | $66,500 |
| 2024 Director Equity Grant (nonemployee directors) | Vested shares valued at approximately $125,000; grant valued at $173.89 per share; granted May 1, 2024 |
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 55,308 | 108,262 | — | 163,570 |
| 2024 | 95,021 | 111,637 | — | 206,658 |
Notes:
- Equity awards valued at $173.89 per share (NYSE close on April 30, 2024); shares granted on May 1, 2024 .
- As of December 31, 2024, nonemployee directors held no unvested stock awards or outstanding options .
Performance Compensation
| Element | Terms | Metrics | Vesting |
|---|---|---|---|
| Director Equity | Fully vested shares; approx. $125,000 annual value | None (not performance-based) | Vested on grant; no unvested awards outstanding at year-end 2024 |
| Meeting/other pay | No per-meeting fees disclosed; compensation via retainers and committee fees | N/A | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks (2024) | No interlocks; all members independent; no material transactions or indebtedness; Meridian retained as independent consultant—no conflicts identified |
Expertise & Qualifications
- Technology expertise; innovation and business transformation; public company governance experience .
- IT leadership spanning cyber infrastructure, digital and data transformations, and customer-facing digital technology .
Equity Ownership
| Holder | Total Shares Beneficially Owned | % of Outstanding | RSUs/Options Status | Notes |
|---|---|---|---|---|
| Chau Banks | 1,558 | <1% | Nonemployee directors held no unvested stock awards or options at 12/31/2024 | Includes shares with right to acquire within 60 days if applicable |
Policy safeguards:
- Anti-hedging and anti-pledging policy prohibits hedging and pledging by directors and employees .
Say-On-Pay & Director Election Outcomes (Investor Sentiment)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Election – Chau Banks | 38,549,193 | 106,882 | 26,547 | 1,564,032 |
| 2025 Say-on-Pay | 37,393,978 | 938,343 | 350,301 | 1,564,032 |
Additional context:
- SSD received over 99.5% approval on Say-on-Pay at the 2024 annual meeting .
Related-Party Transactions (Conflict Screening)
- Company policy requires review/approval of related-party transactions; no transactions material to a related person required to be disclosed in the 2025 proxy .
Governance Assessment
- Strengths: Independent director with dual committee roles (Compensation & Leadership Development; Nominating & CSR) ; strong shareholder support in 2025 director election (38.55M For vs 0.11M Against) ; robust attendance (each director ≥82% in 2024; 100% attended annual meeting) ; no related-party transactions; anti-hedging/pledging policy in place .
- Alignment and incentives: Director equity grants are fully vested on grant (not performance-based), consistent with peer governance practices but provide limited pay-for-performance linkage at the director level .
- Ownership: Beneficial ownership is modest (1,558 shares; <1%)—monitor alignment relative to director stock ownership guidelines (Nominating & CSR monitors compliance) .
- Compensation oversight quality: No compensation committee interlocks; independent consultant engaged with no conflicts identified, supporting pay governance rigor .
Red flags: None indicated—no related-party transactions, no pledging, independence affirmed, and strong election support .