CSW Industrials Files DEF 14A for 2024

Ticker: CSW · Form: DEF 14A · Filed: Jul 1, 2024 · CIK: 1624794

Csw Industrials, INC. DEF 14A Filing Summary
FieldDetail
CompanyCsw Industrials, INC. (CSW)
Form TypeDEF 14A
Filed DateJul 1, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$356M, $200.0M, $610M, $190M, $792.8m
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

Related Tickers: CSWI

TL;DR

CSWI proxy filing out, shareholders vote soon.

AI Summary

CSW Industrials, Inc. filed a DEF 14A on July 1, 2024, for the fiscal year ending August 15, 2024. The filing details executive compensation and other corporate governance matters. Key information includes the company's fiscal year end of March 31 and its business address in Dallas, Texas.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation, director elections, and other corporate governance proposals, enabling informed voting decisions.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing detailing corporate governance and executive compensation, not indicating immediate financial distress or significant operational changes.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors, executive compensation, and other proposals.

When is CSW Industrials, Inc.'s fiscal year end?

CSW Industrials, Inc.'s fiscal year ends on March 31.

Where is CSW Industrials, Inc. headquartered?

CSW Industrials, Inc. is located in Dallas, Texas, with its business address at 5420 Lyndon B. Johnson Freeway, Suite 500.

What is the SEC file number for CSW Industrials, Inc.?

The SEC file number for CSW Industrials, Inc. is 001-37454.

What was the previous name of CSW Industrials, Inc.?

The former name of CSW Industrials, Inc. was CSWC Newco Corp., with a date of name change on November 10, 2014.

Filing Stats: 4,284 words · 17 min read · ~14 pages · Grade level 16.5 · Accepted 2024-07-01 07:02:11

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 33 Compensation & Talent Development Committee Report 33 Compensation Discussion and Analysis 34 Summary Compensation Table 61 2024 Grants of Plan-Based Awards 62 Outstanding Equity Awards at Year-End 2024 63 2024 Option Exercises and Stock Vested 64 2024 Pension Benefits 64 Potential Payments upon Termination or Change-In-Control 65 CEO Pay Ratio 68 Pay Versus Performance Disclosure 69 Proposal 3: Approval of the 2024 Equity and Incentive Compensation Plan 71 Equity Compensation Plan Information 78 Section 16(a) Beneficial Ownership Reporting Compliance 78 Proposal 4: Ratification of Grant Thornton LLP's Appointment to Serve as our Independent Registered Public Accounting Firm for Fiscal 2025 79 Required Vote and Recommendation 79 Report of The Audit Committee 80 Other Audit Information 81 Relationship with Independent Registered Public Accounting Firm 81 Audit and Non-Audit Fees and Services 81 Audit Committee Approval Policy 81

Security Ownership of Directors and Certain Executive Officers

Security Ownership of Directors and Certain Executive Officers 82

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 83 General Voting and Meeting Information 84 Solicitation 84 Voting 84 Other Information About this Solicitation 87 Cost of Proxy Solicitation 87 Shareholders Sharing an Address 87 Shareholder Proposals and Nominations 87 Exhibit A A-1 CSW Industrials, Inc. 2024 Equity and Incentive Compensation Plan A-1 Exhibit B B-1 GAAP to Non-GAAP Reconciliations B-1 Table of Contents Notice of 2024 Annual Meeting of Shareholders August 15, 2024 10:00 a.m., Central Time Virtual Meeting www.virtualshareholdermeeting.com/CSWI2024 This Notice, the accompanying Proxy Statement, our Annual Report on Form 10-K for the year ended March 31, 2024, and the form of proxy card or the Notice of Internet Availability of Proxy Materials, are first being mailed to shareholders on or about July 1, 2024 to shareholders of record of the Company's common stock as of the close of business on June 24, 2024. At the Annual Meeting, shareholders will vote on the following matters: the election of nine director nominees to serve a one-year term expiring at the 2025 annual meeting of shareholders; the approval, on an advisory basis, of the Company's executive compensation, or the "Say on Pay" vote; the approval of the Company's 2024 Equity and Incentive Compensation Plan; the ratification of Grant Thornton LLP's appointment to serve as our independent registered public accounting firm for fiscal year 2025; and the transaction of any other business properly presented at the Annual Meeting. The accompanying Proxy Statement contains other important information that you should read and consider before you vote. For additional related information, please refer to the "Important Notice Regarding the Availability of Materials for the Shareholder Meeting to be held on August 15, 2024" in the accompanying Proxy Statement. Your vote is important . Even if you plan to attend the Annual Meeting,

Executive compensation

Executive compensation ESG and sustainability matters 79% of our actively held shares 80% of our top 20 active investors Board of Directors Highlights (page 10) All nine of our current board members are nominated for re-election at the Annual Meeting. As shown below, our nine director nominees strengthen our Board with their varied professional backgrounds and experiences. | 2024 Proxy Statement 5 Table of Contents Proxy Summary Board of Directors Highlights Director Nominees Committee Memberships Name Age Director Since Occupation Independent Audit Comp & Talent Dev Nom & Gov Joseph B. Armes 62 2015 Chairman, CEO and President, CSW Industrials, Inc. Darron K. Ash 59 2024 CEO, Sammons Enterprises, Inc. Michael R. Gambrell 70 2015 Former EVP, The Dow Chemical Company Bobby Griffin 57 2021 Chief Diversity, Equity & Inclusion Officer, Rockwell Automation Terry L. Johnston 66 2017 Former EVP and COO, Commercial Segment, Lennox International Linda A. Livingstone, Ph.D. 64 2015 President, Baylor University Anne B. Motsenbocker 62 2022 Former Managing Director, J.P. Morgan Chase Robert M. Swartz (Lead Independent Director) 72 2015 Former EVP and COO, Glazer's Inc. J. Kent Sweezey 71 2016 Founding Partner, Turnbridge Capital, LLC Denotes Chair 6 | 2024 Proxy Statement Table of Contents Proxy Summary

Executive Compensation Highlights

Executive Compensation Highlights

Executive Compensation Highlights (page 34)

Executive Compensation Highlights (page 34)

Executive Compensation Program Objectives and Elements

Executive Compensation Program Objectives and Elements Our executive compensation program is designed for one purpose: to support and enable execution of CSWI's growth strategy. To accomplish this purpose, we have adopted the following key executive compensation objectives: Align Long-Term Executive and Shareholder Interests Reward Current Performance Drive Future Performance Attract and Retain Key Leaders Our executive compensation program is composed of the following foundational elements to accomplish our objectives: Pay Element Form Compensation Objective Addressed Base Salary Cash Reward Current Performance Attract and Retain Annual Incentive Performance Cash Opportunity Shareholder Alignment Reward Current Performance Attract and Retain Long-Term Equity Incentive Performance Shares Shareholder Alignment NEO average target grant value Drive Future Performance Attract and Retain Restricted Stock Shareholder Alignment NEO average target grant value Drive Future Performance Attract and Retain | 2024 Proxy Statement 7 Table of Contents Proxy Summary

Executive Compensation Highlights

Executive Compensation Highlights Fiscal 2024 Executive Target Compensation Mix The Compensation Committee maintains a thoughtful approach to our executive compensation program design and governance practices in furtherance of our objectives. The following table summarizes these practices. What We Do What We Don't Do Promote a strong pay for performance plan design No hedging, pledging, or short sales of stock permitted Regularly benchmark executive compensation against peers of comparable size, complexity, and industry No change in control excise tax gross ups Maintain meaningful stock ownership guidelines for our directors and executive officers No option repricing without shareholder approval Have double trigger requirements on cash payments following a change in control No perquisites offered, other than those generally provided to all employees Conduct an annual compensation risk review No dividends paid and no voting rights on unvested performance-based equity awards Provide reasonable and standardized benefits upon severance or change in control No duplication of metrics in annual and long-term incentive plans Engage an independent compensation consultant No supplemental executive retirement plans Maintain an incentive compensation "clawback" policy 8 | 2024 Proxy Statement Table of Contents Proposal 1: Election of Directors The Company's Board currently consists of nine directors. The Board has nominated Joseph Armes , Darron Ash , Michael Gambrell , Bobby Griffin , Terry Johnston , Linda Livingstone , Anne Motsenbocker , Robert Swartz , and Kent Sweezey , whose terms of office are expiring at this 2024 Annual Meeting, to serve a one-year term that will expire at the 2025 annual meeting of shareholders. All nominees were elected by shareholders at the 2023 annual meeting, except for Mr. Ash, who was appointed as a director in June 2024. Biographical information regarding the nominees is provided on the follo

: Gender Identity

Part I: Gender Identity Directors 2 7 0 0

: Demographic Background

Part II: Demographic Background African-American or Black 0 1 0 0 Alaskan Native or Native American 0 0 0 0 Asian 0 0 0 0 Hispanic or Latinx 0 0 0 0 Native Hawaiian or Pacific Islander 0 0 0 0 White 2 6 0 0 Two or More Races or Ethnicities 0 0 0 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 In June 2024, the Board expanded the number of directors to nine and appointed Mr. Ash to fill the vacancy, all as part of the Board's long-term succession planning processes. Consistent with how the Board has prepared for and addressed age-based director retirements under the Company's Corporate Governance Guidelines in the past, these actions came in anticipation of several upcoming age-based director retirements, the next of which will occur at next year's annual meeting with Mr. Swartz. The Board continues to value the diversity of its directors and recognizes that these succession planning actions have reduced the Board's gender and racial diversity percentages in the near term. However, the Board expects this effect will be temporary, as the occurrence of anticipated age-based retirements and future director recruiting efforts will alter the Board's demographics and ultimately increase the diversity of its directors. 12 | 2024 Proxy Statement Table of Contents Proposal One: Election of Directors Nominees for Election Nominee Biographies Joseph B. Armes Chairman, CEO and President, CSW Industrials Professional Highlights Mr. Armes has served as Chief Executive Officer and Chairman of the Board of the Company since September 2015, and as President of the Company since February 2018. Prior to the Company's spin-off in September 2015 from Capital Southwest Corporation, Mr. Armes served as the Chief Executive Officer and President of Capital Southwest Corporation from June 2013 to September 2015, and as Chairman of the Board from January 2014 through August 2017. Key Skill

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