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Compensation Committee Charter

January 27, 2006

The Compensation Committee (the "Committee") of the Board of Directors of Simpson Manufacturing Co., Inc. (the "Company") shall consist of a minimum of two directors. Members of the Committee shall be appointed by the Board of Directors and may be removed by the Board of Directors at their discretion. All members of the Committee shall be independent directors, and shall satisfy the New York Stock Exchange standard for independence for members of the Audit Committee.

The purpose of the Committee shall be to carry out the Board of Directors' overall responsibility relative to executive compensation.

The Committee shall have the following authority and responsibilities:

  1. To review and approve on an annual basis the corporate goals and objectives with respect to compensation for the Chief Executive Officer. The Committee shall evaluate at least once a year the Chief Executive Officer's performance in light of these established goals and objectives and based upon these evaluations shall set the Chief Executive Officer's annual compensation, including salary, bonus, incentive, equity, pension and any other compensation.
  2. To review and approve on an annual basis the compensation structure for the "Named Executives Officers" as defined in Item 402 of the Securities and Exchange Commission's Regulation S-K. The Committee shall evaluate the performance of the Company's "Named Executives Officers" and shall approve the annual compensation, including salary, bonus, incentive, equity, pension, and any other compensation for such "Named Executives Officers."
  3. To review and make recommendations to the Board of Directors with respect to the Company's incentive compensation based plans, stock-based plans and pension plans.
  4. To prepare and publish an annual executive compensation report in the company's proxy statement.
  5. To review and approve Board compensation.
  6. To review and approve on a quarterly basis the “Named Executives Officers” Cash Profit Sharing calculations.

The Committee shall have the authority to delegate any of its responsibilities to subcommittees or individual(s) as the Committee may deem appropriate in its sole discretion.

The Committee shall have authority to retain compensation consultants, outside counsel and other advisors as the Committee may deem appropriate in its sole discretion. The Committee shall have sole authority to approve related fees and retention terms.

The Committee shall report its actions and any recommendations to the Board of Directors after each Committee meeting and shall conduct and present to the Board of Directors an annual performance evaluation of the Committee. The Committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the Board of Directors for approval.