CSW INDUSTRIALS, INC.
For the period ended Aug 28, 2025. Filed Jul 17, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 28, 2025 · Filed Jul 17, 2025
Contents
Proxy Statement Summary
This summary highlights selected information that is discussed in more detail elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement and the Annual Report on Form 10-K for the year ended March 31, 2025 carefully before voting.
References in this Proxy Statement to “we,” “us,” “our,” “the Company,” and “CSW” refer to CSW Industrials, Inc. and its consolidated subsidiaries.
Information About the Annual Meeting (page 75)
Time and Place
| Time and Date 12:30 p.m., Central Time Thursday, August 28, 2025 | Location Via live webcast atwww.virtualshareholdermeeting.com/CSW2025 | Record Date July 10, 2025 |
How to Vote
| Via the Internet Visit the website shown on the Notice ofInternet Availability of ProxyMaterials or proxy card | By Telephone Call the telephone numbershown on your proxy card | By Mail Complete, sign, date, andreturn your proxy card inthe envelope provided | At the Meeting Visit www.virtualshareholdermeeting.com/ CSW2025 |
Voting Matters and Board Recommendations
| Proposal | Board Recommendation | Page |
|---|---|---|
| 1. Election of Directors | FOR each Director Nominee | 9 |
| 2. Advisory Vote on Executive Compensation | FOR | 30 |
| 3. Ratification of Independent Public Accounting Firm | FOR | 70 |
We may also transact any other business that may properly come before the Annual Meeting. As of the date of this Proxy Statement, we are not aware of any other business to be presented for consideration other than the matters described in this Proxy Statement.
| 4 | | 2025 Proxy Statement |
Shareholder Engagement
Shareholder Engagement
We are actively engaged with our investors. Our senior leaders participate in numerous industry and analyst conferences throughout the year, and we have dedicated resources to engage with all shareholders through a variety of mediums. This focus on engagement was again demonstrated in the context of executive compensation matters, which is discussed further within the “Compensation Discussion and Analysis” section of this Proxy Statement. The table below summarizes our engagement efforts in fiscal 2025.
| In fiscal 2025, we met with investors representing | How we engage with investors | Topics regularly discussed with investors | |
|---|---|---|---|
| 54% of our outstanding shares | We engage with analysts and shareholders through investor and analyst conferences, quarterly earnings calls, our investor relations website, and individual visits, meetings, and calls We regularly report our investors’ views, comments, and concerns to our Board of Directors, and all of our Board committees consider these perspectives in conducting committee business | • Capital allocation • Strategy and risk management • Macro trends and long-term outlook • Financial performance • Segment performance • Corporate governance • Senior leadership team • Employee engagement • Margin leverage • Executive compensation • Environmental and sustainability matters | |
| 70% of our actively held shares | |||
| 90% of our top 20 active investors | |||
Board of Directors Highlights (page 10)
Eight of our current nine board members are nominated forre-election at the Annual Meeting, as Mr. Swartz is retiring from the board at the conclusion of the Annual Meeting. As shown below, our eight director nominees strengthen our Board with their varied professional backgrounds and experiences.
| | 2025 Proxy Statement | 5 |
Board of Directors Highlights
Current Directors
Mr. Swartz, who was one of our inaugural directors when we became an independent public company in September 2015, is retiring effective at the conclusion of the 2025 Annual Meeting. We thank Mr. Swartz for his ten years of distinguished service to the Company.
| Committee Memberships | |||||||
|---|---|---|---|---|---|---|---|
| Name | Age | Director Since | Occupation | Independent | Audit | Comp &Talent Dev | Nom &Gov |
| Joseph B. Armes | 63 | 2015 | Chairman, CEO and President, CSW Industrials, Inc. | ||||
| Darron K. Ash | 60 | 2024 | CEO, Sammons Enterprises, Inc. | ● | ● | ● | |
| Michael R. Gambrell | 71 | 2015 | Former EVP, The Dow Chemical Company | ● | |||
| Bobby Griffin | 58 | 2021 | Chief Diversity & Inclusion Officer, Rockwell Automation | ● | ● | ● | |
| Terry L. Johnston | 67 | 2017 | Former EVP and COO, Commercial Segment, Lennox International | ● | ● | ● | |
| Linda A. Livingstone, Ph.D. | 65 | 2015 | President, Baylor University | ● | ● | ● | |
| Anne B. Motsenbocker | 63 | 2022 | Former Managing Director, J.P. Morgan Chase | ● | |||
| Robert M. Swartz(1) (Lead Independent Director) | 73 | 2015 | Former EVP and COO, Glazer’s Inc. | ● | ● | ● | |
| J. Kent Sweezey | 72 | 2016 | Founding Partner, Turnbridge Capital, LLC | ● | ● | ||
Denotes Chair
| (1) | Not nominated for reelection at the 2025 Annual Meeting due to planned retirement pursuant to the age limitation provision in our Corporate Governance Guidelines. |
| 6 | | 2025 Proxy Statement |
Executive Compensation Highlights
Executive Compensation Highlights (page 33)
Executive Compensation Program Objectives and Elements
Our executive compensation program is designed for one purpose: to support and enable execution of CSW’s growth strategy. To accomplish this purpose, we have adopted the following key executive compensation objectives:
| Align Long-TermExecutive andShareholderInterests | Reward CurrentPerformance | Drive FuturePerformance | Attract and RetainKey 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 | ||||
| | 2025 Proxy Statement | 7 |
Executive Compensation Highlights
Fiscal 2025 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 independent compensation consultants | No supplemental executive retirement plans | ||
| Maintain an incentive compensation “clawback” policy | |||
| 8 | | 2025 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.