Chris T. Rehberger
CAPITAL SOUTHWESTAbout Chris T. Rehberger
Chris T. Rehberger, 41, is Chief Financial Officer, Treasurer and Secretary of Capital Southwest (CSWC) as of February 17, 2025; he previously served as EVP of Finance since October 2015 and Treasurer since April 2024 . He holds a B.S. in Commerce (Finance) from UVA’s McIntire School and an MBA from UVA’s Darden School of Business . Company performance context: FY2025 total shareholder return (value of $100) was $299.30; Net Investment Income was $118,182k; Dividend yield on NAV was 15.1% . He was promoted to CFO following a leadership transition disclosed on February 18, 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Capital Southwest | Chief Financial Officer, Treasurer & Secretary | 2025–present | Executive officer overseeing finance and corporate functions following leadership transition . |
| Capital Southwest | Treasurer | 2024–present | Treasury responsibilities alongside EVP Finance prior to promotion . |
| Capital Southwest | Executive Vice President of Finance | 2015–2025 | Led planning, corporate strategy and debt capital markets activities . |
| American Capital, Ltd. | Vice President | 2006–2015 | Corporate finance roles in BDC/global asset manager; strategy and DCM experience . |
External Roles
No public company board roles or external directorships disclosed for Rehberger in CSWC’s proxy or related filings .
Fixed Compensation
| Metric (FY ended 3/31/2025) | Amount |
|---|---|
| Base Salary | $300,000 |
| Target Bonus (% of salary) | 100% |
| Actual Annual Bonus Paid | $300,000 |
| All Other Compensation – 401(k) | $13,500 |
| All Other Compensation – Dividends on unvested RS | $122,555 |
| All Other Compensation – Total | $136,055 |
Notes:
- CSWC caps annual incentive payouts at 2x target under its “Maximum Annual Incentive Opportunity” policy .
- CFO base salary set at $300,000 for FY2025 by the Compensation Committee .
Performance Compensation
Annual Cash Incentive Framework (FY2025)
| Element | Detail |
|---|---|
| Target (as % of salary) | 100% |
| Payout | $300,000 (100% of target) |
| Structure | Non-formulaic; holistic assessment due to 1940 Act restrictions on formulaic company performance pay |
| Company performance measures (qualitative) | Dividend growth; preservation of NAV; capital raised; portfolio growth; non-accruals; successful exits; operating leverage (assessed holistically) |
| Context considered by Committee | FY2025 regular cash dividends $2.31/share (+3.1% YoY) + $0.23 supplemental; ~$471.1mm capital raised; investments at FV up 20.9% YoY to $1.8bn; LTM operating leverage flat at 1.7% |
Equity Awards (Long-Term Incentive)
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 6/10/2024 | Restricted Stock (RS) | 25,000 | $655,000 | 25% per year over 4 years, beginning first anniversary; RS carry dividend and voting rights from grant |
No options or option-like instruments were granted in FY2025 .
Outstanding and Vested Equity (as of and during FY2025)
| Metric | Amount/Detail |
|---|---|
| Non-vested RS at 3/31/2025 | 48,250 shares; market value $1,076,940 (valued at $22.32 close on 3/31/2025) |
| Shares acquired on vesting in FY2025 | 15,301 shares; value realized $399,815 |
Scheduled Vesting Tranches disclosed (as of 3/31/2025)
| Vesting Date | Shares |
|---|---|
| June 10, 2025 | 3,125 |
| June 10, 2025 and 2026 (each) | 3,125 (each) |
| June 9, 2025, 2026, 2027 (each) | 4,625 (each) |
| June 10, 2025, 2026, 2027, 2028 (each) | 6,250 (each) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 108,318 shares (<1% of class; 54,816,881 shares outstanding as of record date) |
| Shares Pledged | None; none of the directors or executive officers have pledged CSWC shares |
| Options | None disclosed for NEOs in FY2025; no option awards held |
| Stock Ownership Guidelines | CFO must hold CSWC stock equal to 3x base salary; executives must hold 100% of net shares from vesting for 12 months post-vesting; all NEOs currently in compliance |
| Anti‑Hedging / Pre‑clearance | Hedging of CSWC securities is prohibited; all trades require pre‑clearance by CCO |
Employment Terms
| Term | Detail |
|---|---|
| Employment/Role Start | Joined CSWC in 2015; promoted to CFO/Treasurer/Secretary effective Feb 17, 2025 |
| Contract Term/Auto‑renewal | Not disclosed in proxy/8‑K for Rehberger |
| Severance | No cash severance detailed for CFO in proxy tables; see change‑in‑control treatment below |
| Change‑in‑Control (CIC) | Double‑trigger equity vesting only (involuntary termination without cause or good reason within 2 years post‑CIC, or awards not assumed); estimated value for CFO at 3/31/2025: $1,076,940 (equity acceleration) |
| Death/Disability | Equity acceleration: $1,076,940 as of 3/31/2025 |
| Clawback | Compensation Recoupment Policy adopted Nov 28, 2023 for incentive‑based compensation (post‑Oct 2, 2023) |
| Maximum annual incentive | 2x target bonus max |
| Insider trading | Pre‑clearance required; hedging prohibited |
Performance & Track Record
| Company Metric (context during tenure) | FY2025 |
|---|---|
| Total Shareholder Return (value of $100) | $299.30 |
| Net Investment Income | $118,182k |
| Dividend Yield on NAV per Share | 15.1% |
- Background: Prior to CSWC, Rehberger spent 2006–2015 at American Capital, a publicly traded BDC and global asset manager, focused on planning, corporate strategy and debt capital markets .
- Leadership transition: Appointed CFO concurrent with CEO succession on Feb 17, 2025; no related-party transactions disclosed under Item 404 .
Compensation Structure Analysis
- Mix and design: CSWC pays base salary, an annual cash incentive (non-formulaic due to 1940 Act), and time‑vested RS as long‑term equity; equity carries dividends and vests over four years, aligning retention and shareholder interests .
- FY2025 outcomes: CFO base salary $300k; target bonus 100% of salary; actual bonus paid at 100% of target reflecting holistic achievement versus dividend growth, NAV preservation, capital raised, portfolio growth, non‑accruals, exits, and operating leverage .
- Risk controls: Stock ownership guidelines (3x salary for CFO) and 12‑month post‑vest holding; clawback policy; max annual incentive 2x target; hedging prohibited; pre‑clearance required .
Related Party Transactions and Red Flags
- Related party transactions: None disclosed for Rehberger (Item 404) in connection with his appointment .
- Pledging/Hedging: No pledging; hedging prohibited (alignment positive) .
- Option repricing/gross‑ups: No option grants in FY2025; no tax gross‑ups per “best practice” summary .
Compensation Committee & Governance Context
- Compensation Committee members: Jack D. Furst (Chair), Christine S. Battist, David R. Brooks, Ramona L. Rogers‑Windsor, William R. Thomas – all independent; met three times in FY2025 .
- Say‑on‑pay: Annual advisory vote continues; Board recommends FOR approval (percent results not disclosed in the excerpt) .
Investment Implications
- Alignment and retention: Large unvested RS balance ($1.08m at 3/31/25) with multi‑year, front‑loaded vesting dates (notably around June 9–10 each year) supports retention but can create mechanical selling pressure around vest dates for tax liquidity; monitor Form 4 filings around early June .
- Pay-for-performance within BDC constraints: Non‑formulaic bonus design (1940 Act) relies on holistic metrics; FY2025 payout at 100% of target indicates solid execution against dividend growth, capital formation, portfolio scaling, and stable operating leverage, consistent with strong TSR and NII .
- Risk controls reduce governance risk: No pledging, anti‑hedging, robust stock ownership rules, and a clawback enhance alignment; max bonus cap contains upside risk .
- Signal to watch: Equity awards are all time‑vested RS (no options), which lowers performance beta vs. PSUs but strengthens retention; as a new CFO with a decade at CSWC and prior BDC experience, execution risk appears moderate with continuity of strategy post‑leadership transition .