James Andrasick
Simpson Manufacturing Co.About James Andrasick
James Andrasick, age 80, is an independent director at Simpson Manufacturing Co., Inc. (SSD) and has served on the board since 2012; he chaired the board from January 2019 to May 2024 and currently chairs the Audit & Finance Committee while serving on the Nominating & CSR Committee . The board has affirmatively determined his independence, and he is designated an “audit committee financial expert” under SEC definitions . As of January 31, 2025, he beneficially owned 5,511 shares (<1% of outstanding) and is subject to SSD’s anti‑hedging and anti‑pledging policy for directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Matson Navigation Company, Inc. | Chairman of the Board | Retired 2009 | Led board; prior CEO, bringing financial and operations acumen |
| Matson Navigation Company, Inc. | President & CEO | 2002–2008 | Oversaw strategy and international expansion (China market development) |
| Alexander & Baldwin, Inc. | Chief Financial Officer | Not disclosed | Led capital allocation and business development for parent of Matson |
| C. Brewer & Company, Ltd. | President | 8 years | Led agribusiness, transportation, and real estate operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Coast Guard Foundation | Trustee | Current | Board-level governance |
| Big Sur Land Trust | Trustee; former Chairman | Current/prior | Conservation oversight |
| Santa Lucia Conservancy | Governor & Vice-Chair | Current | Land stewardship governance |
| Mills College | Trustee; Chair of Finance Committee | Recent service | Financial oversight |
| American Red Cross (Hawaii), Aloha United Way, Arthritis Foundation, Hawaii Maritime Center, University of Hawaii Foundation | Director/Chair/Trustee | Prior service | Non-profit governance |
Board Governance
- Committee assignments (current): Audit & Finance Chair; Nominating & CSR member; Andrasick qualifies as an audit committee financial expert .
- Committee assignments (as of Jan 1, 2025): Audit & Finance Chair; Nominating & CSR; open attendance to all directors at committees .
- Independence and attendance: Independent; in 2024, each director attended at least 82% of board and committee meetings (except Donaldson at 71% due to medical issues); 100% attended the 2024 Annual Meeting .
- Executive sessions: As Board Chair in 2023, Andrasick presided over executive sessions of independent directors .
- Board refreshment: Board tenure guidelines cap nonemployee directors who joined after 2016 at ~15 years and those prior to 2016 at ~20 years; average tenure 5.6 years if 2025 nominees elected .
| Governance Element | 2024 | 2025 (effective May 6, 2025) |
|---|---|---|
| Audit & Finance | Chair | Chair |
| Nominating & CSR | Member | Member |
| Board Chair | Chair through May 1, 2024 | Not Chair; Donaldson Chair |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 174,272 | 129,859 |
| Stock Awards ($) | 178,697 | 111,637 |
| Total ($) | 352,969 | 241,496 |
| Director Cash Program (2024) | Amount ($) |
|---|---|
| Annual Board Member Retainer | 75,000 |
| Audit & Finance Committee Chair Retainer | 10,000 |
| Audit & Finance Committee Member Fee | 10,000 |
| Compensation & Leadership Development Committee Chair Retainer | 10,000 |
| Compensation & Leadership Development Committee Member Fee | 10,000 |
| Nominating & CSR Committee Chair Retainer | 10,000 |
| Nominating & CSR Committee Member Fee | 10,000 |
| Corporate Strategy & Acquisitions Committee Chair Retainer | 10,000 |
| Corporate Strategy & Acquisitions Committee Member Fee | 7,000 |
| Additional Retainer for Chair of the Board | 66,500 |
- Equity structure: Nonemployee directors receive vested shares annually (~$125,000 value; Chair receives additional ~$38,500); paid based on 60‑day average price prior to grant date .
Performance Compensation
| Component | Details |
|---|---|
| Performance-based director pay | None disclosed; director equity grants are vested shares, not performance-conditioned |
| Hedging/Pledging restrictions | Directors prohibited from hedging or pledging SSD stock |
| Clawback policy | Executive compensation clawback applies to performance-based compensation (executives), not to director fees/grants |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company board | Matson Navigation Company, Inc. (Chair through 2009) |
| Compensation committee interlocks | None; CLDC members (including Andrasick in 2023) were independent with no interlocking relationships |
Expertise & Qualifications
- Financial expertise; designated “audit committee financial expert” .
- CEO experience and international operations; capital allocation, M&A, and developing markets (China) .
- Enterprise risk management and sustainability oversight via committee roles .
Equity Ownership
| Metric | Value |
|---|---|
| Total shares beneficially owned | 5,511 |
| Ownership as % of outstanding | <1% (each director <1%; group 0.39%) |
| Unvested stock awards or option awards outstanding | None as of Dec 31, 2024 |
| Shares pledged as collateral | Prohibited by policy; none disclosed |
Governance Assessment
-
Positives:
- Independent Audit & Finance Chair, designated financial expert; strong oversight of reporting, controls, and auditor independence .
- Consistent engagement: presided over executive sessions (as Chair) and met attendance thresholds; full annual meeting attendance .
- No related-party transactions or interlocks disclosed; clean Section 16 filings in 2024 for directors (exception only for a former executive) .
-
Watch items:
- Long tenure since 2012 bears monitoring versus SSD’s refreshment guidelines (20-year cap for pre‑2016 appointees) .
- Ownership alignment is modest (<1% of outstanding), typical for independent directors; alignment supported by annual vested share grants and anti‑hedging/pledging policies .
-
Broader signals:
- Board governance seen as strong: separate Chair/CEO, majority independence, regular executive sessions, and ESG/risk oversight frameworks .
- Shareholder support remains high; say-on-pay approval exceeded 99.5% at the 2024 annual meeting, reflecting confidence in oversight of compensation and performance alignment .