Philip Donaldson
Non-Executive Chair of the Board at SSD
Board
About Philip Donaldson
Independent Chair of the Board at Simpson Manufacturing (SSD). Joined the Board in 2018 and became Independent Chair in May 2024; age 63 as of the March 11, 2025 record date . Career CFO: Executive Vice President & Chief Financial Officer of Andersen Corporation since 2004 (intends to retire March 31, 2025). Prior 16 years at Armstrong World Industries in sales/marketing, quality, manufacturing and general management. Recognized for financial, capital markets and M&A expertise; designated audit committee financial expert at SSD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Andersen Corporation | EVP & Chief Financial Officer | 2004–Mar 31, 2025 (retiring) | Executive Committee, Board member; finance, capital markets, acquisitions/integration |
| Armstrong World Industries | Various management roles | ~1983–1999 (16 years) | Sales & marketing, quality, manufacturing, general management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bemis Manufacturing Company | Board Member | Current | Private company board member |
| HealthPartners, Inc. | Chair of the Board of Directors | Current | Previously Board Member 2010–2022 |
| Window & Door Manufacturers Association | Chairman (former) | 2018–2022 | Industry association leadership |
| Other current public company boards | — | — | None |
Board Governance
- Independence and leadership: Independent director; Independent Chair with separated Chair/CEO roles. Board has majority independence (7 of 8 nominees) and conducts regular executive sessions of independent directors. Donaldson, as then/current Chair, presided over executive sessions in 2024 .
- Committees (current and forward-looking): Member of all four standing committees—Audit & Finance; Compensation & Leadership Development; Nominating & CSR; Corporate Strategy & Acquisitions. Effective May 6, 2025 composition retains him on all four committees (subject to re‑election) .
- Financial expertise: The Board identifies three Audit Committee “financial experts”; Donaldson qualifies (along with Andrasick and Drake) .
- Attendance: Board held 6 meetings in 2024; committees held 33 in total. Average attendance across directors was 91%. Donaldson attended 71% due to medical issues (RED FLAG for engagement; note mitigating context) .
- Risk and ESG oversight: Participates across committee structure overseeing financial reporting/cyber (Audit), compensation/leadership (CLDC), ESG and board composition (Nominating & CSR), and strategy/M&A (Corporate Strategy & Acquisitions) .
Fixed Compensation (Non-Employee Director)
| Component | 2024 SSD Director Pay Design | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Paid quarterly/upon appointment |
| Committee Member Fees (cash) | Audit $10,000; CLDC $10,000; Nominating & CSR $10,000; Corporate Strategy & Acquisitions $7,000 | Chair roles add $10,000 per committee |
| Chair of the Board (cash) | $66,500 | Additional cash retainer |
| Annual equity (vested shares) | ≈$125,000 value | Based on 60‑day average price pre‑grant |
| Chair of the Board (equity) | ≈$38,500 value (additional) | Granted as vested shares |
| Director | Fees Earned (Cash) | Stock Awards (Value) | Total |
|---|---|---|---|
| Philip Donaldson – 2024 | $153,055 | $146,068 | $299,123 |
| Philip Donaldson – 2023 | $102,000 | $133,837 | $235,837 |
- Design features: Director equity awards are fully vested; no unvested stock or options outstanding for non‑employee directors as of Dec 31, 2024 .
- Governance of director pay: Nominating & CSR Committee recommends non‑employee director compensation; Board approves .
Performance Compensation
- Not applicable to non-employee directors. SSD discloses no performance-based elements (no options/PSUs) in director compensation; equity grants are fully vested at grant .
Other Directorships & Interlocks
- Current public company directorships: None (reduces risk of overboarding/interlocks) .
- Compensation Committee interlocks: None; all CLDC members (including Donaldson) were independent and had no interlocking relationships in 2024 .
Expertise & Qualifications
- Financial and audit: Audit Committee financial expert; deep CFO experience with capital markets, M&A, and integration .
- Industry/operations: Extensive building products background (Andersen; Armstrong) with manufacturing and operations experience .
- Strategy/M&A: Member of Corporate Strategy & Acquisitions Committee overseeing strategic plan and transactions .
- Governance: Independent Chair responsibilities include agenda-setting, CEO evaluation/succession, committee leadership considerations .
Equity Ownership
| Holder | Total Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Philip Donaldson | 7,389 | <1% | As of Jan 31, 2025; individual holdings for all named persons <1% |
| Directors had unvested awards/options outstanding | None | — | As of Dec 31, 2024, non‑employee directors held no unvested stock awards or options |
- Hedging/pledging: Company prohibits hedging and pledging by directors and officers (alignment positive). Also maintains robust clawback for executives; directors may defer cash/stock under the Nonqualified Deferred Compensation Plan (if elected) .
Governance Assessment
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Positives (confidence signals)
- Independent Chair with broad committee experience; designated audit committee financial expert (enhances oversight quality) .
- No related-party transactions requiring disclosure; anti‑hedging/pledging policy; strong say‑on‑pay support (>99.5% approval in 2024), suggesting investor confidence in compensation governance .
- No current public board seats (reduces overboarding risk); formal Board guidelines on outside board limits; robust board evaluation and refresh processes .
-
Risks/Watch items
- RED FLAG: 71% attendance in 2024 (below 91% board average), albeit attributed to medical issues. Monitor 2025 attendance and engagement as Chair .
- Workload: Member of all four committees plus Chair duties may concentrate responsibilities; however, committee chairs are held by other directors as of 2025, partially mitigating risk .
- External commitments: Ongoing Andersen CFO role until retirement Mar 31, 2025; multiple external leadership roles (HealthPartners Chair; Bemis board) warrant time‑commitment monitoring, though no public company overboarding .
-
Compensation alignment (director pay)
- Pay mix includes meaningful equity via fully vested shares; additional Chair retainers in cash and stock increased Donaldson’s 2024 compensation versus 2023, consistent with elevated responsibilities .
-
Committee coverage and skills
- Active on Audit (financial reporting/cyber), CLDC (compensation/leadership), Nominating & CSR (ESG and board composition), and Corporate Strategy & Acquisitions (strategic plan/M&A), matching his finance and operating background .