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8-K - 8-K - Simpson Manufacturing Co., Inc.a10-23732_18k.htm
EX-3.2 - EX-3.2 - Simpson Manufacturing Co., Inc.a10-23732_1ex3d2.htm

Exhibit 10

 

Compensation of Named Executive Officers

 

Our executive officers are at-will employees. We do not have a written employment contract with any of them.  We or the officer can terminate the employment relationship at any time, for any reason, with or without cause.  For 2011, we have set the following officers’ annual salaries and expect to contribute to their defined contribution profit sharing trust accounts, as follows:

 

 

 

 

 

Estimated

 

 

 

2011

 

Profit Sharing

 

 

 

Salary

 

Trust Contribution{1}

 

 

 

 

 

 

 

Thomas J Fitzmyers

 

$

346,117

 

$

24,500

 

President and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

Barclay Simpson

 

150,000

 

15,000

 

Chairman of the Board

 

 

 

 

 

 

 

 

 

 

 

Phillip Terry Kingsfather

 

297,000

 

24,500

 

President and Chief Executive Officer of Simpson Strong-Tie Company Inc.

 

 

 

 

 

 

 

 

 

 

 

Michael J. Herbert

 

283,089

 

24,500

 

Vice President

 

 

 

 

 

 

 

 

 

 

 

Karen W. Colonias

 

283,089

 

24,500

 

Chief Financial Officer, Treasurer and Secretary

 

 

 

 

 

 

 

 

 

 

 

Jeffrey E. Mackenzie

 

164,800

 

16,480

 

Vice President

 

 

 

 

 

 


{1}      If we employ the officer on December 31, 2011, we will (in 2012) contribute to his or her profit sharing trust account 10% of his or her annual salary, with a contribution limit of $24,500 for 2011, plus a pro rata share of forfeitures by other participants. The estimates in this table assume that no forfeitures will occur.

 

The 2011 salaries represent a 3% increase for each of Thomas J Fitzmyers and Jeffrey E. Mackenzie and an 8% increase for each of Phillip Terry Kingsfather, Michael J. Herbert and Karen W. Colonias from their 2010 salaries. The 2011 salary for Barclay Simpson is the same as 2010.

 

Those officers participate in our Executive Officer Cash Profit Sharing Plan, which is designed to reward them with quarterly cash bonuses based on operating profit for their respective profit centers less a return on assets, as established by our Board of Directors. For this purpose, we generally define operating profit as:

 

Income from operations of Simpson Strong-Tie Company Inc.

 

Plus:

 

Stock compensation charges

 

 

Certain incentive compensation and commissions

 

 

Salaried pension contributions

 

 

Self-insured workers’ compensation costs

 

 

 

Equals:

 

Operating profit

 

Once we determine the operating profit, we subtract qualifying levels based on a specified return on assets (also as established by our Board of Directors) to determine the pool of profit available to our participating employees.  We generally determine the return on assets as follows:

 

Average assets of Simpson Strong-Tie Company Inc., net of specified liabilities, for the 3 months ended on the last day of the month prior to the end of the quarter

 

Less:

 

Cash

 

 

Real estate

 

 

Acquired assets (excluding cash, real estate, goodwill and

 



 

 

 

indefinite lived intangible assets) based on tiered phase-in schedule

 

 

Goodwill and indefinite lived intangible assets

 

 

Self-Insured workers’ compensation reserves

 

 

 

Multiplied by:

 

Specified return percentage for Simpson Strong-Tie Company Inc.

 

 

 

Equals:

 

Qualifying level

 

Based on our operating profit for each of the 4 quarters of 2011, our officers may receive payouts after our quarterly earnings are announced to the public. Whether or not we pay amounts in any quarter under the Executive Officer Cash Profit Sharing Plan does not affect our officers’ ability to earn amounts in any other quarter. If the operating profit is lower or higher than the targeted operating profit, the payouts will be correspondingly lower or higher, but we generally do not make any payment when the operating profit for the quarter is less than the qualifying level for the quarter.

 

For the full year 2011, the annual operating profit goals, qualifying levels and targeted payouts for each of the following executive officers are as follows:

 

 

 

Operating

 

Qualifying

 

Targeted

 

 

 

Profit Goal

 

Level

 

Payout{1}

 

 

 

 

 

 

 

 

 

Thomas J Fitzmyers

 

$

93,979,000

 

$

57,353,000

 

$

933,000

 

 

 

 

 

 

 

 

 

Barclay Simpson

 

93,979,000

 

57,353,000

 

268,000

 

 

 

 

 

 

 

 

 

Phillip Terry Kingsfather

 

93,979,000

 

57,353,000

 

408,000

 

 

 

 

 

 

 

 

 

Michael J. Herbert

 

93,979,000

 

57,353,000

 

383,000

 

 

 

 

 

 

 

 

 

Karen W. Colonias

 

93,979,000

 

57,353,000

 

383,000

 

 

 

 

 

 

 

 

 

Jeffrey E. Mackenzie

 

93,979,000

 

57,353,000

 

178,000

 

 


{1}      Amounts expected to be paid for the full year of 2011 if operating profit goals established at the beginning of the year are met and qualifying levels are as projected at the beginning of the year.

 

We use these parameters only to provide incentive to our officers and employees who participate in our Executive Officer Cash Profit Sharing Plan and our Cash Profit Sharing Plan.  You should not draw any inference whatsoever from these parameters about our future financial performance.  You should not take these parameters as projections or guidance of any kind.

 

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Each of our officers participates in our 1994 Stock Option Plan.  Whether we grant stock options under our 1994 Stock Option Plan each year depends on whether we meet the applicable operating profit goal for the preceding year.  If we do not achieve the applicable operating profit goal for a year, we do not grant stock options to the affected officers for that year.  If we achieve our operating profit goals for 2011, computed as income from operations plus stock compensation charges, certain incentive compensation and commissions, salaried pension contributions and self-insured workers’ compensation costs, we anticipate granting stock options to the following executive officers for the following numbers of shares of our common stock:

 

 

 

Operating

 

Option

 

 

 

Profit Goal{1}

 

Grant

 

 

 

 

 

 

 

Thomas J Fitzmyers

 

$

93,979,000

 

18,000 shares

 

 

 

 

 

 

 

Barclay Simpson

 

93,979,000

 

2,000 shares

 

 

 

 

 

 

 

Phillip Terry Kingsfather

 

93,979,000

 

56,000 shares

 

 

 

 

 

 

 

Michael J. Herbert

 

93,979,000

 

12,000 shares

 

 

 

 

 

 

 

Karen W. Colonias

 

93,979,000

 

22,000 shares

 

 

 

 

 

 

 

Jeffrey E. Mackenzie

 

93,979,000

 

40,000 shares

 

 


{1}      Each Operating Profit Goal relates to Simpson Strong-Tie Company Inc. In addition, our Board of Directors is considering adopting a plan that would allow grants of restricted stock awards, in lieu of stock options if we meet our 2011 operating profit goals.

 

We also pay allowances for travel costs.  Mr. Fitzmyers receives compensation for the cost to hire an airplane for travel between his home and our offices or for business travel. We compute the cost of the use of airplanes using the Standard Industrial Fare Level tables in the applicable Internal Revenue Service Regulations. We estimate our cost for this allowance for 2011 will be approximately $620,000, although the amount of compensation to be recognized by Mr. Fitzmyers under the Internal Revenue Service regulations may be less, depending on the extent of the use of the airplane for business travel.

 

The Compensation and Leadership Development Committee renewed the housing allowance for Mr. Kingsfather for 1 additional year, through 2012. We estimate our cost for this allowance for 2011 will be approximately $130,000.

 

Compensation of Directors

 

We pay each of our directors whom we do not compensate as an officer or employee —

 

·                  an annual retainer of $40,000,

·                  a fee of $2,000 for attending a scheduled meeting of our Board of Directors, whether he or she attends in person or by telephone,

·                  a fee of $2,000 for attending a scheduled committee meeting held on a day when our Board of Directors does not meet, whether he or she attends in person or by telephone,

·                  a fee of $1,000 for attending a committee meeting on the same day as a scheduled meeting of our Board of Directors or another committee, whether he or she attends in person or by telephone, and

·                  a fee of half the normal meeting fee for attending an unscheduled Board of Directors or committee meeting held by telephone.

 

We pay the Lead Independent Director an additional annual fee of $10,000. We pay the Chair of the Audit Committee an additional annual fee of $8,000.  We pay the Chair of each of the Compensation and Leadership Development Committee, the Acquisition and Strategy Committee  and the Governance and Nominating Committee an additional annual fee of $4,000.  We reimburse outside directors for expenses that they incur in attending Board of Directors and committee meetings and educational programs.  We pay each outside director $3,000 per day and reimburse his or her expenses when he or she visits our facilities to observe operations.

 

Each of our independent directors is eligible to receive stock options under our 1995 Independent Director Stock Option Plan for each year that we meet our annual operating profit goal.  The operating profit goal for stock option grants for our independent directors is the same as the operating profit goal for stock option grants to our Named Executive Officers. We grant each independent director an option to purchase 5,000 shares of our common stock for each year that we make our operating profit goal.

 

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