Simpson Manufacturing Co., Inc.SSD
Simpson Manufacturing Co., Inc. Stock Compensation Disclosure
Stock-Based Compensation
The Company currently maintains the Simpson Manufacturing Co., Inc. Amended and Restated 2011 Incentive Plan (the “2011 Plan”) as its only equity incentive plan. Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock in aggregate may be issued, including shares already issued pursuant to prior awards granted under the 2011 Plan. Shares of common stock underlying awards to be issued pursuant to the 2011 Plan are registered under the Securities Act. Under the 2011 Plan, the Company may grant restricted stock and restricted stock units. The Company currently intends to award only performance-based stock units (“PSUs”) and/or time-based restricted stock units (“RSUs”).
The following table shows the Company’s stock-based compensation activity:
| Fiscal Years Ended December 31, | |||||||||||||||||
(in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Stock-based compensation expense recognized | $ | 17,153 | $ | 13,112 | $ | 19,726 | |||||||||||
| Tax benefit of stock-based compensation expense in provision for income taxes | 4,224 | 3,204 | 4,808 | ||||||||||||||
| Stock-based compensation expense, net of tax | $ | 12,929 | $ | 9,908 | $ | 14,918 | |||||||||||
The Company allocates stock-based compensation expense amongst cost of sales, research and development and other engineering expense, selling expense, or general and administrative expense based on the job functions performed by the employees to whom the stock-based compensation is awarded. Stock-based compensation capitalized in inventory was immaterial for all periods presented.
The following table summarizes the Company’s unvested restricted stock unit activity for the year ended December 31, 2025:
Shares (in thousands) | Weighted- Average Exercise Price | Aggregate Intrinsic Value * (in thousands) | |||||||||||||||
| Unvested Restricted Stock Units (RSUs) | |||||||||||||||||
| Outstanding as of January 1, 2025 | 336 | $ | 130.42 | $ | 55,333 | ||||||||||||
| Awarded | 119 | 165.81 | |||||||||||||||
| Vested | (98) | 126.58 | |||||||||||||||
| Forfeited | (18) | 146.52 | |||||||||||||||
| Outstanding as of December 31, 2025 | 339 | $ | 144.67 | $ | 54,755 | ||||||||||||
| Outstanding and expected to vest at December 31, 2025 | 309 | $ | 49,841 | ||||||||||||||
* The intrinsic value for outstanding and expected to vest is calculated using the closing price per share of $161.47, as reported by the New York Stock Exchange on December 31, 2025.
During the year ended December 31, 2025, the Company granted 124 thousand RSUs and PSUs to the Company’s employees, including officers at an estimated weighted average fair value of $165.81 per share, based on the closing price (adjusted for certain market factors primarily the present value of dividends) of the Company’s common stock on the grant date. The RSUs and PSUs granted to the Company’s employees may be time-based, performance-based or time- and performance-based. Certain PSUs are granted to officers and key employees, where the number of performance-based awards to be issued is based on the achievement of certain Company performance criteria established in the award agreement over a cumulative three years period. These awards cliff vest after three years. In addition, these same officers and key employees also receive time-based RSUs, which vest pursuant to a three-year graded vesting schedule. Time and performance-based RSUs granted to the Company’s employees excluding officers and certain key employees, vest ratably over the four-year life of the award and through 2020, required the underlying shares of the Company’s common stock to be subject to a performance-based adjustment during the first year and starting in 2021, were time-based awards which vest ratable over the four-year life of the award.
The Company’s seven non-employee directors serving during 2025 are entitled to receive approximately $1.0 million in equity compensation annually. The number of shares granted is based on the average closing share price for the Company over the 60 days period prior to approval of the award in the second quarter of each year. In January and May 2025, the Company granted 6,000 shares of the Company’s common stock to the non-employee directors, based on the average closing price of $155.09 per share and recognized total expense of $0.9 million.
The total intrinsic value of RSUs and PSUs vested during the years ended December 31, 2025, 2024 and 2023 was $17.0 million, $31.8 million and $20.3 million, respectively, based on the market value on the vest date.
As of December 31, 2025, the Company’s aggregate unamortized stock compensation expense was approximately $23.7 million, which is expected to be recognized over a weighted-average period of approximately 2.0 years.
Stock Bonus Plan
The Company also maintains the Simpson Manufacturing Co., Inc. 1994 Employee Stock Bonus Plan (the “Stock Bonus Plan”), whereby it awards shares of the Company’s common stock to employees, who do not otherwise participate in any of the Company’s equity-based incentive plans and meet minimum service requirements. Shares have generally been awarded under the Stock Bonus Plan following the year in which the respective employee reached his or her tenth, twentieth, thirtieth, fortieth or fiftieth anniversary of employment with the Company or any direct or indirect subsidiary thereof.
The Company awarded shares for service through 2025, 2024, and 2023 as shown below:
| December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Shares to be issued | 18,887 | 21,266 | 9,800 | ||||||||||||||
| Shares settled with cash (foreign employees) | 1,872 | 763 | 4,900 | ||||||||||||||
| Total awards | 20,759 | 22,029 | 14,700 | ||||||||||||||
As a result, we recorded pre-tax compensation charges of $3.4 million, $3.7 million, and $1.9 million for years ended December 31, 2025, 2024, and 2023, respectively. These charges include cash bonuses to compensate employees for income taxes payable as a result of the stock bonuses.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 28, 2024 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.