UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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CSW INDUSTRIALS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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The Goal of Our Corporate Culture is to Maximize Performance

CSWI is committed to recruiting great talent, offering rewarding careers, and recognizing team members. Our employee-centric culture features a diverse and inclusive environment where every team member belongs, is encouraged to contribute, and is provided with options to develop and expand their skill sets. CSWI leaders embody and cultivate our Core Values – collectively known as ACT. RISE. – to help empower team members and maximize sustainable performance.

Everything we do is accomplished with a focus on environmental stewardship, and the health and safety of our team members.

Our Core Values Provide the Framework for Our Corporate Culture:

A	C	T	R	I	S	E
Accountability	Citizenship	Teamwork	Respect	Integrity	Stewardship	Excellence

Seeking Sustainable Growth in Shareholder Value


Maintain Our Strong Balance Sheet	Allocate Capital Efficiently	Invest in Organic Growth	Disciplined Acquisition Strategy	Maximize Channels to Market and Increase Market Share

Since Inception:

~440%	184%	189%	Ten	~$170MM
market cap growth¹	Revenue growth²	adjusted EBITDA growth²	acquisitions since public debut²	cash returned to shareholders through dividend and share repurchase program²

¹	As of June 30, 2023
²	As of March 31, 2023

Invitation to
2023 Annual Meeting of Shareholders

Thursday, August 24, 2023
9:00 a.m., Central Time

Virtual Meeting Site: www.virtualshareholdermeeting.com/CSWI2023

Joseph B. Armes

Chairman, CEO and President

Dear Fellow Shareholder:

On behalf of your Board of Directors, I am pleased to invite you to attend CSW Industrials’ 2023 Annual Meeting of Shareholders. This year’s Proxy Statement highlights our impressive accomplishments in fiscal 2023 and presents the matters for which we are seeking your approval at the 2023 Annual Meeting.

Unlocking value has always been an integral part of our story, and our recognition that our employees are the engine that drives us forward lies at the heart of our culture. In an era where businesses are consistently challenged to navigate rapidly changing landscapes, we are convinced that a strong culture produces an enduring foundation upon which success is built. The resounding successes we achieved in fiscal 2023 are a testament to the value we place on our people and our investment in them. Their unwavering commitment and dedication throughout the year, combined with their passion, resilience, and collaborative spirit, have been instrumental in acheiving these outstanding results.

In fiscal 2023, we continued to build upon the performance momentum of our last several years, delivering record revenue, operating income, earnings before interest, taxes, depreciation and amortization (“EBITDA”), and earnings per share. Fiscal 2023 also marked our sixth consectuvie year of year over year increases in revenue and EBITDA, demonstrating that our stated approach to seeking long-term sustainable growth in shareholder value continues to drive growth and profitability. Our strong cash flow generation, combined with the strength of our balance sheet, once again allowed us to execute on all aspects of our capital allocation strategy, investing in three acquisitions, investing in capital expenditures for growth, and returning cash to our shareholders in the form of share repurchases and dividends.

We believe this year’s proxy statement demonstrates our continued commitment to sound governance practices and enhanced disclosure and transparency. Consistent with our focus on continual improvement, we have enhanced our disclosures around executive compensation, in particular what we have done in response to the 2022 Say on Pay vote. We are pleased to share this important information with you.

Your vote is very important to us and to our business, so I encourage you to vote before the meeting. You may vote online, by telephone, or by signing and returning your proxy card by mail, so that your shares will be represented and voted at the meeting. You can find instructions on how to vote beginning on page 3.

I hope that you participate in the meeting. Thank you in advance for voting and for your continued support of CSW Industrials.

Very truly yours,

│ 2023 Proxy Statement

Table of Contents

Our Company	4
Proxy Summary	7
Proposal One: Election of Directors	12
Required Vote and Recommendation	12
Board of Directors Nominees	13
Corporate Governance	20
Governance Highlights	20
Board and Committee Structure	20
Director Engagement	22
Board Oversight of Risk Management	24
Corporate Sustainability, Culture & Compliance	25
Other Governance Policies and Practices	27
Board of Directors Compensation	28
Executive Officers	30
Proposal Two: Advisory Vote on Executive Compensation	31
Required Vote and Recommendation	32
Executive Compensation	33
Compensation & Talent Development Committee Report	33
Compensation Discussion and Analysis	34
Summary Compensation Table	57
2023 Grants of Plan-Based Awards	59
Outstanding Equity Awards at Year-End 2023	60
2023 Option Exercises and Stock Vested	61
2023 Pension Benefits	61
Potential Payments upon Termination or Change-In-Control	61
CEO Pay Ratio	64
Pay Versus Performance Disclosure	65
Equity Compensation Plan Information	67
Section 16(a) Beneficial Ownership Reporting Compliance	67
Proposal Three: Ratification Grant Thornton LLP’s Appointment to Serve as our Independent Registered Public Accounting Firm for Fiscal 2024	68
Required Vote and Recommendation	68
Report of The Audit Committee	69
Other Audit Information	70
Relationship with Independent Registered Public Accounting Firm	70
Audit and Non-Audit Fees and Services	70
Audit Committee Approval Policy	70
Security Ownership of Directors and Certain Executive Officers	71
Security Ownership of Certain Beneficial Owners	72
General Voting and Meeting Information	73
Solicitation	73
Voting	73
Other Information About this Solicitation	76
Cost of Proxy Solicitation	76
Shareholders Sharing an Address	76
Shareholder Proposals and Nominations	76
Exhibit A	77
GAAP to Non-GAAP Reconciliations	77

│ 2023 Proxy Statement

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
INTERNET Visit the website on your proxy card
BY TELEPHONE Call the telephone number on your proxy card
BY MAIL Sign, date and return your proxy card in the enclosed envelope
AT THE MEETING To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/CSWI2023. To vote during the Annual Meeting, you must have the 16-digit control number included on your proxy card or Notice of Internet Availability of Proxy Materials.
Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

	Sustained multi-year revenue growth	Consistently demonstrating growth in excess of end markets served • Total revenue CAGR of 18.4% from FY18 through FY23 • Organic revenue CAGR of 11.4% from FY18 through FY23
	Robust margin profile	Robust margin profile provided by niche products, applications, and solutions • 43.6% adjusted gross profit margin annual leverage FY18 - FY23 • 21.6% adjusted EBITDA margin annual leverage FY18 - FY23
	Strong balance sheet and financial results	Strong financial position supports incremental organic and inorganic growth • ~1.3x leverage (Debt/EBITDA), ~$265MM liquidity at 3/31/23 • $174.1MM EBITDA, and 23.0% EBITDA margin in FY23
	Experienced leadership team	Demonstrated track record of leading public companies • Dedicated to enhancing shareholder value • Committed to exemplifying CSWI’s culture and values
	Driving long-term shareholder value	Disciplined and strategic capital allocation policy enhances shareholder value • ~$570MM cumulative investment in acquisitions completed FY16 through FY23 • ~$170MM cash returned to shareholders since 3Q18, in the form of dividends and share repurchases • ~440% total shareholder return since inception

Board Independence	• Seven of our eight director nominees are independent • Our CEO is our only management director
Board Composition	• All Board members are elected annually • The Board annually assesses and evaluates its performance and the performance of its committees • The Nominating & Corporate Governance Committee leads the full Board in considering Board competencies in light of Company strategy • 38% of our director nominees are female and/or diverse
Board Committees	• We have three committees — Audit; Compensation & Talent Development; and Nominating & Corporate Governance • All committees are composed entirely of independent directors
Leadership Structure	• Our Board has a lead independent director that works closely with our Chairman, CEO and President in fulfilling responsibilities and duties • Our lead independent director chairs executive sessions of the independent directors, among other duties
Environmental, Social & Governance Oversight	• Our Nominating & Corporate Governance Committee oversees our Environmental, Social & Governance (ESG) Program
Risk Oversight	• Our Board is responsible for enterprise risk oversight and has committees designated to oversee specific key risks • Our Audit Committee oversees administration of the Company’s Enterprise Risk Management (ERM) Program for the assessment and mitigation of key risks
Open Communication	• We encourage open communication and strong working relationships among the lead independent director, Chairman and other directors • Our directors have direct access to management and other employees
Stock Ownership	• Our directors and executive officers are subject to robust stock ownership requirements

Proposal	Board’s Recommendation	Page Reference
1. Election of Directors	FOR each Director Nominee	12
2. Advisory Vote on Executive Compensation	FOR	31
3. Ratification of Auditors	FOR	68


In fiscal 2023, we met with investors representing		How we engage with investors	Topics regularly discussed with investors
	60% of our outstanding shares	We engage with analysts and shareholders through investor and analyst conferences, quarterly conference calls, our investor relations website, and individual meetings and calls We regularly report our investors’ views to our Board of Directors, and all of our Board committees consider these views in conducting committee business	• Capital allocation • Strategy and risk management • Macro trends and long term outlook • Financial performance • Segment performance • Executive compensation • ESG and sustainability matters • Corporate governance • Senior leadership team
	76% of our actively held shares
	75% of our top 20 active investors

	Name	Age	Director Since	Occupation	Independent	Committee Memberships
	Name	Age	Director Since	Occupation	Independent	Audit	Comp & Talent Dev	Nom & Gov
	Joseph B. Armes	61	2015	Chairman, CEO and President, CSW Industrials, Inc.
	Michael R. Gambrell	69	2015	Former EVP, The Dow Chemical Company	●		●
	Bobby Griffin	56	2021	Chief Diversity, Equity & Inclusion Officer, Rockwell Automation	●		●	●
	Terry L. Johnston	65	2017	Former EVP and COO, Commercial Segment, Lennox International	●	●		●
	Linda A. Livingstone, Ph.D.	63	2015	President, Baylor University	●		●	●
	Anne B. Motsenbocker	61	2022	Former Managing Director, J.P. Morgan Chase	●	●	●
	Robert M. Swartz *(Lead Independent Director)*	71	2015	Former EVP and COO, Glazer’s Inc.	●			●
	J. Kent Sweezey	70	2016	Founding Partner, Turnbridge Capital, LLC	●	●
Denotes Chair

Pay Element	Form		Compensation Objective Addressed
Base Salary	Cash			Reward Current Performance
Base Salary	Cash			Attract and Retain
Annual Incentive	Performance Cash Opportunity			Shareholder Alignment
				Reward Current Performance
				Attract and Retain
Long-Term Equity Incentive	Performance Shares	target grant value		Shareholder Alignment
				Drive Future Performance
				Attract and Retain
	Restricted Stock	target grant value		Shareholder Alignment
				Drive Future Performance
				Attract and Retain

What We Do
	Promote a strong pay for performance plan design
	Regularly benchmark executive compensation against peers of comparable size, complexity, and industry
	Maintain meaningful stock ownership guidelines for our directors and executive officers
	Have double trigger requirements on cash payments following a change in control
	Conduct an annual compensation risk review
	Provide reasonable and standardized benefits upon severance or change in control
	Engage an independent compensation consultant
	Maintain an incentive compensation “clawback” policy

What We Don’t Do
	No hedging, pledging, or short sales of stock permitted
	No change in control excise tax gross-ups
	No option repricing without shareholder approval
	No perquisites offered, other than those generally provided to all employees
	No dividends paid and no voting rights on unvested performance-based equity awards
	No duplication of metrics in annual and long-term incentive plans
	No supplemental executive retirement plans

	Armes	Gambrell	Griffin	Johnston	Livingstone	Motsenbocker	Swartz	Sweezey
Executive Leadership
Finance/Accounting
Industry/End Market Knowledge
Corporate Development & Strategy
Risk Management
Cybersecurity and Information
Global Business
Sales & Marketing
Corporate Governance
Human Capital Management
= Experience
= Expertise

Board Diversity Matrix (As of June 30, 2023)
Total Number of Directors	8
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	6	0	0
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	5	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0


	Joseph B. Armes Chairman, CEO & President, CSW Industrials		Age 61 Director since: September 2015
	CSWI Board Committee(s): • None	Other Public Company Directorships: • Switchback Energy Acquisition Corp. (2019-2021) • RSP Permian, Inc. (2013-2018) • Capital Southwest Corporation (2013-2017)

Professional Highlights:
Mr. Armes has served as Chief Executive Officer and Chairman of the Board of Directors 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 Skills and Qualifications:
We believe Mr. Armes is well qualified to serve as a director due to his position as the Company’s Chief Executive Officer, which provides the Board with knowledge of the Company’s day-to-day operations. Mr. Armes also has broad executive and board leadership experience, finance and accounting expertise, compliance and governance expertise, and corporate development experience, all of which support the Company’s strategic growth plans.


	Michael R. Gambrell Former EVP, The Dow Chemical Company		Age 69 Director since: September 2015 INDEPENDENT
	CSWI Board Committee(s): • Compensation & Talent Development • Nominating & Corporate Governance (Chair)	Other Public Company Directorships: • TRW Automotive Inc. (2007-2015)

Professional Highlights:
Mr. Gambrell had a 37-year career at The Dow Chemical Company, a publicly traded chemicals company (now Dow, Inc.), most recently serving as an Executive Vice President and an advisor to the Chairman and CEO of Dow. During his time at Dow, Mr. Gambrell served on the company’s Executive Leadership Committee, Strategy Board, Sustainability Team, and Geographic Leadership Council, and he was an ex officio member of the board’s Environment, Health and Safety Committee. In 2012, Mr. Gambrell founded GamCo, LLC, a privately-held company providing advisory services to public, private equity, and start-up companies as well as non-profit organizations. He served as Chairman of the Campbell Institute from 2012 to 2015, and as a director and member of the Executive Committee and Strategic Planning Committee of the National Safety Council from 2011 to 2015.
Key Skills and Qualifications:
We believe Mr. Gambrell is well qualified to serve as a director due to his executive and board leadership experience and his extensive knowledge of the chemicals industry, which provide a global perspective and deep understanding of the Company’s products, customers, end markets, competitive landscape, and operational challenges and opportunities. In addition, Mr. Gambrell has extensive corporate development experience and integration expertise, as well as knowledge and experience in addressing health, safety and environmental issues, which provides the Board unique insight into the Company’s strategic growth plans.


	Bobby Grifffin Chief Diversity, Equity & Inclusion Officer, Rockwell Automation	Age 56 Director since: December 2021 INDEPENDENT
	CSWI Board Committee(s): • Compensation & Talent Development • Nominating & Corporate Governance

Professional Highlights:
Mr. Griffin has served as Chief Diversity, Equity & Inclusion Officer of Rockwell Automation, Inc. since February 2021. Prior to that role and beginning in 2017, Mr. Griffin served as Vice President of Diversity and Inclusion at CBRE Group, Inc., and prior to that served as Global Director of Diversity and Inclusion at Flowserve Corporation. Additionally, Mr. Griffin held various human resources and business partner leadership positions in Fortune 100 companies, including Coca-Cola Enterprises and Merck & Co.
Key Skills and Qualifications:
We believe Mr. Griffin is well qualified to serve as a director due to his notable expertise in corporate culture, organizational health, diversity & inclusion, talent management, leadership development, and compensation and benefits, which provides the Board a valuable perspective on the Company’s core values and employee-centric culture. His experience also provides strategic insight into the Company’s leadership development, human capital management, and organizational design opportunities in support of the Company’s strategic growth plans.


	Terry L. Johnston Former EVP & COO, Commercial Segment, Lennox International	Age 65 Director since: January 2017 INDEPENDENT
	CSWI Board Committee(s): • Audit • Nominating & Corporate Governance

Professional Highlights:
Mr. Johnston was Executive Vice President and Chief Operating Officer of the Commercial Segment of Lennox International Inc., a leading international provider of heating and cooling systems and technologies for residential and commercial applications, from 2013 until October 2019. Before assuming that position, Mr. Johnston held roles of increasing responsibility with Lennox International from the time he joined the company in 2001. Prior to his time with Lennox International, Mr. Johnston spent 20 years with General Electric Company, serving primarily in marketing and commercial leadership roles.
Key Skills and Qualifications:
We believe Mr. Johnston is well qualified to serve as a director due to his executive leadership experience and extensive knowledge of the Company’s served industrial markets. In addition, Mr. Johnston has extensive strategic planning experience and operational and commercial expertise, which provides the Board with a global perspective and positions him well to support the Company’s growth strategy and manufacturing optimization focus.


	Linda A. Livingstone, Ph.D. President, Baylor University	Age 63 Director since: September 2015 INDEPENDENT
	CSWI Board Committee(s): • Compensation & Talent Development • Nominating & Corporate Governance

Professional Highlights:
Dr. Livingstone is President of Baylor University, a position she has held since June 2017. From August 2014 through May 2017, she served as Dean of The George Washington University School of Business, and she previously served as Dean of the Graziadio School of Business and Management at Pepperdine University for twelve years. Dr. Livingstone began her academic career at Baylor University, where she served for eleven years as an Assistant and then Associate Professor of Management, which included serving for four years as Associate Dean for Graduate Programs. Dr. Livingstone currently serves on the Board of Directors and as a member of the Executive Committee for each of the American Council on Education and the Big 12 Conference. She also serves on the NCAA Board of Governors and the NCAA Division 1 Board of Directors, as well as the Board of Directors of Independent Colleges and Universities of Texas.
Key Skills and Qualifications:
We believe Dr. Livingstone is well qualified to serve as a director due to her extensive executive leadership experience, as well as experience as an administrator and educator in the field of business administration, which provides the Board a valuable perspective on organizational development, corporate governance, information security, executive compensation and leadership development matters.


	Anne B. Motsenbocker Former Managing Director, J.P. Morgan Chase		Age 61 Director since: June 2022 INDEPENDENT
	CSWI Board Committee(s): • Audit • Compensation & Talent Development	Other Public Company Directorships: • U.S. Physical Therapy, Inc. (2022-Present)

Professional Highlights:
Ms. Motsenbocker is a former Managing Director of J.P. Morgan Chase, a global financial services company. She retired from J.P. Morgan Chase in February 2021 after a 36-year career with the firm, serving most recently as Managing Director and functional CEO of the Southwest Region of the Commercial Bank. Prior to that position, she held roles of increasing responsibility at J.P. Morgan Chase, including National Head of Multinational Corporations, President of Dallas Region Middle Market Bank, and Head of the Dallas Region of the Private Bank. From 2016 to 2022, Ms. Motsenbocker was a director of Children’s Health System of Texas, where she served as the chair of the HR and Compensation Committee and as a member of the Audit Committee. She also serves on the boards of the National Kidney Foundation, United Way Foundation of Metropolitan Dallas, NACD North Texas Chaper, and Economic Mobility Systems.
Key Skills and Qualifications:
We believe Ms. Motsenbocker is well qualified to serve as a director due to her executive and board leadership experience and her strategic and financial acumen. Ms. Motsenbocker’s extensive experience in advising companies in the development and implementation of capital strategies, managing risk, achieving operational excellence, and growing organically and inorganically positions her well to support the Company’s strategic growth plans.


	Robert M. Swartz Former EVP & COO, Glazer’s, Inc.		Age 71 Director since: September 2015 INDEPENDENT
	CSWI Board Committee(s): • Audit (Chair) • Nominating & Corporate Governance	Other Public Company Directorships: • Resolute Energy Corporation (2009-2015)

Professional Highlights:
From January 2011 until June 2016, Mr. Swartz served as the Executive Vice President and Chief Operating Officer for Glazer’s, Inc., a privately-held distributor of wines and spirits, prior to Glazer’s combination with Southern Wine and Spirits. For the remainder of 2016, Mr. Swartz oversaw the integration of the combined company, Southern Glazer’s Wine and Spirits of America. Since January 2017, Mr. Swartz has served as a member of the board of managers of Glazer’s Beer & Beverage, LLC. Since 2018, Mr. Swartz has been a partner in Northaven Capital Partners, a lower middle market private equity firm focused on businesses headquartered in the southwestern U.S. Additionally, Mr. Swartz served in various executive positions at Centex Corporation from 1999 to 2007. Mr. Swartz has served as the Company’s Lead Independent Director since September 2015.
Key Skills and Qualifications:
We believe Mr. Swartz is well qualified to serve as a director due to his experience and expertise in corporate development, finance, and accounting. Mr. Swartz also has extensive executive and board leadership experience as well as deep operational expertise that provides the Board with insight into the Company’s operations and leadership development opportunities.


	J. Kent Sweezey Founding Partner, Turnbridge Capital, LLC	Age 70 Director since: December 2016 INDEPENDENT
	CSWI Board Committee(s): • Audit • Compensation & Talent Development (Chair)

Professional Highlights:
Mr. Sweezey is a founding partner of Turnbridge Capital, LLC, an energy services, equipment and infrastructure-focused private equity firm, which was founded in 2008. He currently serves as a member of the board of directors of Impact Selector, Inc., a privately-held company. Prior to co-founding Turnbridge Capital, Mr. Sweezey served as the Managing Partner of Centre Southwest Partners, LLC, a middle-market private equity firm focused primarily on energy services and equipment-related investments. Prior to his time with Centre Southwest Partners, Mr. Sweezey was with Donaldson, Lufkin & Jenrette (“DLJ”) and its successor firm, Credit Suisse First Boston, where he focused on transactions in the energy sector, as well as in the consumer products, building products, and manufacturing sectors. Mr. Sweezey was also involved in DLJ’s early principal investing activities through its investments in Seven-Up Company, Dr Pepper/Seven-Up Companies, and Dr Pepper Bottling Company of Texas, where he served on the board of directors from 1989 to 1999.
Key Skills and Qualifications:
We believe Mr. Sweezey is well qualified to serve as a director due to his executive leadership experience, strategic acquisition and financial expertise, and governance expertise. His extensive experience in corporate development matters positions him well to support the execution of the Company’s growth strategy and capital allocation plans.

•	An engaged, qualified and independent Board;
•	A combined Chairman of the Board and Chief Executive Officer;
•	An independent, highly experienced Lead Independent Director with well-defined responsibilities that support and facilitate the Board’s oversight responsibilities; and
•	A strong committee structure consisting entirely of independent directors with well-defined authority and risk oversight responsibilities.

The Goal of Our Corporate Culture is to Maximize Performance

Invitation to 2023 Annual Meeting of Shareholders

Our Company

Investment Thesis

Fiscal 2023 Financial Highlights

Governance Highlights

Proxy Summary

Information About the Annual Meeting

Time and Place

Voting Matters

Shareholder Engagement

Board of Directors Highlights (page 13)

Board Member Nominees

Executive Compensation Highlights (page 34)

Executive Compensation Program Objectives and Elements

Fiscal 2023 Executive Target Compensation Mix

Proposal One:Election of Directors

Required Vote and Recommendation

Board of Directors Nominees

What We Look for in Director Candidates

How We Identify Director Candidates

Nominee Skill Sets

Board Diversity

Nominee Biographies

Board Independence

Corporate Governance

Governance Highlights

Board and Committee Structure

Board Leadership Structure

Board Committees

Audit Committee

Nominating & Corporate Governance Committee

Compensation & Talent Development Committee

Director Engagement

Director Attendance at Meetings

Director Education and Orientation Program

Board Self-Evaluation

Board Oversight of Risk Management

Corporate Sustainability, Culture & Compliance

Environmental, Social and Governance Matters

Commitment to Environmental Stewardship

Commitment to Our Employees and Communities

Commitment to Sound Governance Practices

Shareholder Communications with the Board

Other Governance Policies and Practices

Integrity and Ethics

Certain Relationships and Related Transactions

Age and Term Limits

Limits on Other Board Service

Compensation Committee Interlocks and Insider Participation

Board of Directors Compensation

2023 Director Compensation Elements

2023 Director Compensation Table

Stock Ownership Guidelines

Executive Officers

Proposal Two: Advisory Vote on Executive Compensation

Required Vote and Recommendation

Executive Compensation

Compensation & Talent Development Committee Report

Compensation Discussion and Analysis

Introduction

The 2022 Say on Pay Vote and Shareholder Engagement

Executive Summary

Fiscal 2023 Financial Results and Other Achievements

Compensation Objectives

Overview of the Executive Compensation Program

Pay for Performance Alignment

Executive Compensation Program Changes for Fiscal 2023

Annual Incentive Plan Updates

Market-Competitive Pay

Executive Compensation Practices

The Compensation Decision Making Process

How Compensation Decisions Are Made For Our NEOs

Roles and Responsibilities

Reviewing Executive Compensation Program Effectiveness

Market Competitiveness and External Benchmarking

Invitation to
2023 Annual Meeting of Shareholders

Proposal One:
Election of Directors

Proposal Two:
Advisory Vote on Executive Compensation

•	the director selection process;
•	the composition of the Board and its committees;
•	the review and evaluation of the Chief Executive Officer;
•	succession planning and management development;
•	director compensation;
•	the review of individual directors and the Board’s performance; and
•	independence requirements and age limits and other restrictions for directors.

New Board Member Orientation	When a new director joins the Board, the Company provides an interactive, customized orientation and onboarding program. After completing the program, new directors should understand the Company’s strategy, reportable segments and product brands, organizational structure, leadership team, and Company resources available to them to help them be successful in their new role. This helps new directors quickly engage with other Board members and executive leadership and best fulfil their responsibilities and fiduciary duties as directors.
Continuing Education	The Company provides regular updates on continuing education opportunities and will reimburse Board members for the cost of any programs attended.
Outside of the Boardroom	Throughout Board members’ service, our directors have discussions with each other and key leaders of the Company outside of regularly scheduled Board and committee meetings to foster a deeper understanding of the Company’s business and build relationships through sharing of perspectives and ideas.



Board of Directors The Board directly oversees risk management relating to strategic planning and relating to capital structure and liquidity, operational risk, and information security and cybersecurity risk.


Nominating & Corporate Governance	Compensation & Talent Development	Audit
Oversees risk management relating to director independence and corporate governance, as well as risk related to the Company’s Environmental, Social and Governance program.	Oversees risk management relating to executive compensation, talent management, organizational design and leadership succession planning.	Oversees risk management relating to financial reporting and public disclosure and legal and regulatory compliance, and reviews and discusses the process by which the Board and its committees oversee senior management’s Enterprise Risk Management program.

•	Our N&CG Committee has primary oversight responsibility for our ESG program.
•	Our Board and its committees engage at least quarterly with our executive team members having responsibility to present and discuss various ESG topics. In the past year, management has presented to the Board and its committees on initiatives such as business continuity, environmental compliance, employee health and safety, gender pay equity, diversity and inclusion, and employee welfare programs.
•	Our Audit Committee and Board have direct engagement with ESG risk areas through our robust ERM program.

•	Reducing overall energy consumption as a percentage of sales and increasing the amount of consumed electricity that is generated from renewable sources, such as solar and wind
•	Reducing solid, liquid and air discharges, including continuing and increasing our efforts to improve air quality by reducing VOC emissions
•	Reducing the amount of scrap and non-recyclable waste generated by our operations by increasing the use of rework and recycled metal and materials
•	Increasing ISO 14001 certification at manufacturing facilities
•	Expanding LEED certifications for product categories
•	Increasing usage of CSWI-produced environmentally-friendly lubricants in manufactured mechanical products
•	Increasing usage of environmentally-friendly cleaners and chemicals in manufacturing processes
•	Reducing hazardous waste generation as a percentage of finished goods

•	Continued to promote equal employment opportunities in all our operations, which begins with employee recruiting process and continues through our employees’ relationship with the Company.
•	Continued to provide Company-subsidized medical, dental, vision, life, short-term and long-term disability insurance plans, as well as paid supplemental life and accident insurance plans.
•	Assessed employee engagement through targeted surveys, providing feedback on subjects including safety, communications, diversity and inclusion, performance management, development opportunities, respect and recognition and management support, with 79% of our employees participating in our fiscal 2023 survey conducted through Great Place to Work®. In January 2023, we received the Great Place to Work® Certification^TM.
•	Continued to provide developmental opportunities to help our employees build the skills necessary to reach their career goals, including on-the-job training, online learning, professional memberships, and leadership and management training.
•	Achieved a Company-wide voluntary retention rate of 83%, well in excess of manufacturing industry averages.
•	Held our third annual Safety Awareness Month with supplemental training.

•	business transactions with other companies in which a related person’s only relationship is as an employee, director or less-than-10% beneficial owner if the amount of business falls below the thresholds in NASDAQ’s listing standards and the Company’s director independence standards; and
•	charitable contributions, grants or endowments to a charitable organization where a related person is an employee if the aggregate amount involved does not exceed the greater of $1 million or 2% of the organization’s total annual receipts.

Director Fee Element	Fees ($)
Annual Cash Retainer	75,000
Equity Compensation (annual target value)	100,000
Lead Independent Director Retainer (annual)	25,000
Audit Committee Chair Retainer (annual)	20,000
Compensation Committee Chair Retainer (annual)	15,000
N&CG Committee Chair Retainer (annual)	10,000
Non-Chair Committee Member Retainer (annual)	5,000

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	⁽¹⁾⁽²⁾	Total ($)
Michael Gambrell	90,000	100,107		190,107
Bobby Griffin	85,000	100,107		185,107
Terry Johnston	85,000	100,107		185,107
Linda Livingstone	85,000	100,107		185,107
Anne Motsenbocker⁽³⁾	61,209	100,107		161,316
Robert Swartz	120,802	100,107		220,909
Kent Sweezey	95,000	100,107		195,107
Debra von Storch (former director)⁽⁴⁾	44,293	–		44,293

(1)	Eligible non-employee directors received an annual equity grant of 783 shares of restricted stock on August 30, 2023. The amounts shown in this column reflect the grant date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, “Compensation — Stock Compensation,” and are calculated using a price per share of $127.85, the closing market price of the Company’s common stock as quoted by NASDAQ on the date of grant. Equity grant valuations are discussed in Note 5 to the Company’s audited consolidated financial statements for the year ended March 31, 2023, in the Annual Report on Form 10-K filed with the SEC on May 25, 2023.
(2)	The current non-employee directors each had 783 shares of restricted stock outstanding at March 31, 2023. The non-employee directors did not have any stock option awards outstanding at March 31, 2023.
(3)	Ms. Motsenbocker joined the Board in June 2022. Cash fees were prorated based on her term of service.
(4)	Ms. von Storch retired from the Board in August 2022; compensation amounts shown are through the date of retirement.

SEC Form DEF 14A filed by CSW Industrials Inc.