Michael Olosky
Simpson Manufacturing Co.About Michael Olosky
Michael “Mike” Olosky, age 56, is President & CEO of Simpson Manufacturing Co., Inc. (SSD) and has served on the Board since 2023; prior roles at Simpson include COO (Nov 2020–Jan 2022) and President & COO (Jan–Dec 2022) . In 2024, the company delivered $2.2B in net sales (+0.8% YoY), 19.3% operating margin, diluted EPS of $7.60, and ROIC of 14.9% amid a difficult housing backdrop . Cumulative TSR as measured under the SEC Pay vs. Performance framework was $215.81 vs. peer group $224.90 for the 2019–2024 measurement period . Governance mitigants to dual-role concerns include separation of Chair/CEO and an independent Board (7 of 8 nominees) with regular executive sessions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Simpson Manufacturing Co., Inc. | President & CEO | Jan 2023–present | Led strategy execution and margin discipline; Board member; Corporate Strategy & Acquisitions Committee . |
| Simpson Manufacturing Co., Inc. | President & COO | Jan 2022–Dec 2022 | Ran global operations and growth initiatives . |
| Simpson Manufacturing Co., Inc. | Chief Operating Officer | Nov 2020–Jan 2022 | Operational leadership; integration of acquisitions . |
| Henkel | Regional President, North America; Head of Electronics & Industrial Division | 22+ years (not individually dated) | International operations leadership (9+ years), industry expertise and transformation experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | None disclosed | — | No other current public company boards listed for Olosky . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $620,000 | $800,000 | $900,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Cash Incentive Paid (EOCPS) ($) | $915,216 | $1,483,432 | $609,283 |
| Profit Sharing Trust Contribution ($) | $133,376 | $33,000 | $34,500 |
| All Other Compensation ($) | $133,376 | $33,000 | $34,750 (incl. $250 charitable match) |
Performance Compensation
Long-Term Incentives (Design and Grants)
| Component | 2024 Target | Vesting | Performance Metrics | 2024 Actual/Notes |
|---|---|---|---|---|
| RSUs | 35% of LTI; 7,476 shares granted to CEO | Ratable over 3 years (equal annual installments) | Time-based | Outstanding RSUs at 12/31/24: 7,476 (MV $1,239,745 at $165.83) . |
| PSUs | 65% of LTI; Target shares 13,882; Max 27,764 | 3-year performance period (2024–2026) | 50% Revenue Growth; 50% ROIC; annual goals averaged over 3 years | 2024 Actuals: Revenue growth 0.8%; ROIC 15.0% . Shares vest post-period (Feb 2027) . |
Prior PSU Cycle (2012–2024 framework)
| Cycle | Metrics | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| 2022–2024 PSUs | Revenue CAGR; Average ROIC (ETANCO excluded) | Rev 8.3% / ROIC 14.4% | Rev 11.0% / ROIC 20.1% | Rev 16.5% / ROIC 28.8% | Rev 6.93%; ROIC 22.37% | 63.05% of target; CEO payout 3,308 shares . |
Short-Term Incentives (EOCPS) — 2024 Operating Income Goals and Outcomes
| Qualified Operating Income ($000) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | FY 2024 |
|---|---|---|---|---|---|
| Threshold | 82,572 | 111,124 | 113,414 | 77,099 | 384,209 |
| Target | 117,960 | 158,749 | 162,020 | 110,141 | 548,870 |
| Maximum | 165,144 | 222,249 | 226,828 | 154,197 | 713,531 |
| Actual | 106,427 | 144,206 | 138,335 | 85,325 | 474,293 |
| Actual (% of Target) | 90.22% | 90.84% | 85.38% | 77.47% | 86.41% |
| CEO EOCPS Payout | Target ($) | Actual ($) | % of Target | Notes |
|---|---|---|---|---|
| 2024 | $900,000 | $609,283 | 67.70% | Includes MBO modifier; STI metric is operating income, with quarterly and annual components . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 19,534 shares (including rights to acquire within 60 days) . |
| Right to Acquire (within 60 days) | 14,720 shares (RSU-related) . |
| Vested vs Unvested (12/31/24) | Unvested RSUs: 7,476 (MV $1,239,745 at $165.83) . PSUs outstanding: 4,627 target for 2024 portion; 35,104 max from 2023 grant; values shown in proxy . |
| Options | None outstanding for NEOs . |
| Ownership as % Outstanding | Each individual director/NEO holds <1%; all directors/officers group holds ~0.39% . |
| Stock Ownership Guidelines | CEO 5x base salary; others 2–3x; NEOs compliant or within time to comply as of 12/31/24 . |
| Hedging/Pledging | Prohibited for directors, officers, employees; anti-hedging/anti-pledging policy in place . |
| Deferred Compensation | CEO deferred $1,022,326 in 2024 (mix of PSU/RSU and EOCPS); aggregate balance $962,572 with earnings of $(59,754) . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | At-will; no individual contract . |
| Severance Plan (adopted May 1, 2024) | Without cause/Good Reason: 2x base + 2x annual target EOCPS; up to 18 months COBRA for CEO . CIC period: 2.5x base + greater of CIC-year or termination-year target EOCPS; up to 24 months COBRA . |
| Potential Payments (12/31/24 assumptions) | Involuntary termination without cause: $7,252,904; CIC termination: $18,958,337 (includes equity acceleration per plan mechanics) . |
| Equity Vesting on CIC | Double trigger required; PSU proration and RSU acceleration per plan; “sale event” definition broader than change in control . |
| Clawback Policy | Compliant with Exchange Act §10D/NYSE; recovery of erroneously awarded performance-based comp upon restatement; no indemnification . |
| Non-Compete/Non-Solicit | Not disclosed in proxy. |
Board Governance (Director role, committees, independence)
- Board service: Director since 2023; committee member, Corporate Strategy & Acquisitions (not independent due to CEO status) .
- Independence and structure: Separate Chair/CEO; 7 of 8 director nominees are independent; regular executive sessions; strong governance policies and Board refreshment .
- Committee activity: Board held 6 meetings; committees held 33 meetings in 2024; attendance ≥82% for directors, 100% at annual meeting .
- Director compensation and independence safeguards: Compensation Committee fully independent; use of independent consultant (Meridian) .
Company Performance Context (FY financials)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $2,116,087,000 | $2,213,803,000 | $2,232,139,000 |
| EBITDA ($) | $549,583,000* | $554,212,000* | $520,740,000* |
| Values marked with * retrieved from S&P Global. |
Compensation Structure Analysis
- Mix shift and pay-for-performance: 2024 LTI increased to $3.4M target for CEO (from $2.4M in 2023), with 65% PSUs and 35% RSUs; STI based on operating income with MBO modifier and payout caps; metrics separated between STI and LTI to avoid overlap .
- Performance goal calibration: Annual revenue growth and ROIC goals set yearly within the 3-year PSU cycle due to market uncertainty; 2024 actuals were modest for revenue growth but solid ROIC .
- Shareholder support: 2024 say-on-pay approval >99.5%, supporting program credibility .
- Consultant and peer group: Meridian serves as independent advisor; 19-company peer group aligned by industry and revenue scale .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- Double-trigger CIC vesting and severance (shareholder-friendly) .
- No options or repricings; equity is RSU/PSU only .
- Related party transactions: none deemed material per policy .
- Legal proceedings: none reported for Olosky; board noted disclosure for another director’s prior employer bankruptcy .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: >99.5% approval .
- Ongoing engagement: outreach to holders of ~72% of shares; feedback supported current compensation approach .
Expertise & Qualifications
- Background: 25+ years industry experience; proven leadership; global operations insights from Henkel, including Europe .
- Board qualifications: Strategy, M&A/transactions, manufacturing, innovation, and international perspective .
Work History & Career Trajectory
| Organization | Role | Years | Notable Impact |
|---|---|---|---|
| Simpson | COO → President & COO → CEO | 2020–present | Strategy definition, operational leadership, capital allocation discipline . |
| Henkel | Regional President, NA; Head of Electronics & Industrial | 22+ years | International operations leadership; divisional head responsibilities . |
Compensation Committee Analysis
- Composition: Independent members; chaired by Celeste Volz Ford; no interlocks; use of Meridian .
- Practices: Annual risk assessment; clear payout caps; clawback enforcement; ownership/holding policies .
Investment Implications
- Alignment and retention: Strong pay-for-performance architecture with distinct STI/LTI metrics, double-trigger CIC protections, ownership guidelines, and anti-hedging/pledging; mitigates misalignment and retention risk .
- Insider supply: RSUs vest ratably; PSUs subject to 3-year performance and proration on CIC; potential selling pressure tied to scheduled vesting but hedging/pledging bans reduce adverse signals .
- Performance lens: 2024 operating income fell below target curves (EOCPS paid 67.7% of target), while ROIC remained solid; LTI structure should reward sustained multi-year execution .
- Governance comfort: Independent Chair, majority independent Board, rigorous committee oversight and shareholder-supported compensation program (>99.5% say-on-pay) support risk-adjusted confidence in leadership continuity .