David R. Brooks
CAPITAL SOUTHWESTAbout David R. Brooks
David R. Brooks (age 66) is the independent Chairman of the Board of Capital Southwest Corporation (CSWC), first elected in 2014. He brings over 40 years of financial services experience, currently serving as a director at SouthState Corporation (NYSE: SSB), and previously as Chairman, CEO, and director of Independent Bank Group (Nasdaq: IBTX). He earlier served as CFO at Baylor University and holds BBA and MBA degrees from Baylor. The Board has designated him “independent” under Nasdaq rules and “not an interested person” under the 1940 Act, and he is deemed an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Southwest Corporation | Chairman of the Board; Independent Director | Director since 2014 | Audit, Compensation, Nominating/Corporate Governance; Audit Committee Financial Expert; Board leadership (Chair separate from CEO) |
| Independent Bank Group, Inc. (Nasdaq: IBTX) | Chairman, CEO, Director | Prior to joining CSWC board | Led operations and growth of a publicly-traded bank holding company (~$19B assets) |
| Baylor University | Chief Financial Officer | Prior role | Financial leadership and expertise credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SouthState Corporation (NYSE: SSB) | Director | Current | Public bank holding company (~$65B assets) |
| Noel-Levitz, LLC | Board of Managers | Prior | Higher education consulting firm |
| Houston Baptist University | Board of Trustees | Prior | University trustee role |
Board Governance
- Independence: Determined independent under Nasdaq rules and not an “interested person” under the 1940 Act.
- Leadership: Serves as non-executive Chairman; CSWC separates Chair and CEO roles to strengthen oversight.
- Committees: Member of Audit, Compensation, and Nominating/Corporate Governance Committees.
- Attendance: Board met eight times in FY2025; each director attended at least 75% of Board and committee meetings.
- Executive sessions: Independent directors meet without management after each regularly scheduled Board meeting.
- Voting standard: Majority of votes cast standard for director elections (enhancement from prior plurality).
- Director retirement policy: No nominations past age 80; resignation effective at next annual meeting after turning 80.
- Director stock ownership: Requirement of 3.5x annual director retainer; quarterly $5,000 cash paid to acquire additional shares to support compliance.
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $112,000 | Standard for independent directors |
| Non-Executive Chairman Fee | $40,000 | Annual fee for Board Chair |
| Quarterly Share Purchase Fee | $5,000 per quarter | Intended to acquire CSWC shares to meet ownership guidelines |
| Fees Earned or Paid in Cash (Brooks) | $172,000 | Total FY2025 cash fees |
Performance Compensation
| Equity Element | Grant Date | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Non-Employee Director Restricted Shares (annual term grant) | Aug 9, 2024 | 2,090 | $50,014 | 100% on Aug 9, 2025 | Standard ~$50k equity per director per term; time-based vesting only |
CSWC’s non-employee director equity awards are time-vested restricted stock; no options or performance-based equity metrics are disclosed for directors.
Other Directorships & Interlocks
- Current public board: SouthState Corporation (NYSE: SSB).
- Prior public board/role: Independent Bank Group, Inc. (Nasdaq: IBTX) Chairman/CEO/director.
- Compensation Committee interlocks: None; no insider participation or Item 404 relationships reported for committee members.
Expertise & Qualifications
- Audit Committee Financial Expert designation (Item 407 of Regulation S-K).
-
40 years in financial services; CEO/Chair experience at a public bank holding company.
- CFO background (Baylor University); BBA and MBA (Baylor University).
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested Restricted Shares | Percent of Class | Pledged |
|---|---|---|---|---|
| David R. Brooks | 38,751 | 2,090 | Less than 1% | None pledged |
- Shares outstanding at record date: 54,816,881.
- Director ownership policy: 3.5x annual director retainer; CSWC provides quarterly $5,000 to acquire shares to support compliance (Board notes that new directors have time to comply; two directors identified as not yet in compliance—Battist and Rogers-Windsor; Brooks not cited as non-compliant).
Governance Assessment
- Alignment and oversight: Independent Chair structure, regular executive sessions, and majority voting standard bolster board accountability and investor confidence.
- Engagement: Brooks serves on all three key committees and is classified as an Audit Committee Financial Expert, supporting board effectiveness in financial oversight and compensation governance.
- Ownership alignment: Material personal stake (38,751 shares) and time-vested director equity grants, plus quarterly cash to purchase shares, align director incentives with shareholders; no pledging.
- Conflicts and related-party exposure: CSWC operates under 1940 Act constraints and screens affiliations; Audit Committee must approve related-party transactions >$50,000. No Comp Committee interlocks or Item 404 relationships reported; no pledging or hedging permitted under policies.
- Shareholder signals: Prior say‑on‑pay support (91.3% in 2024) indicates constructive investor sentiment toward CSWC’s governance and pay practices.
Potential RED FLAGS to monitor
- External bank directorships: Brooks’ role at SouthState (SSB) and prior leadership at IBTX suggest potential banking ecosystem overlaps; while no related-party transactions are disclosed, continued monitoring is warranted for any transactions with entities where he has influence.
- Equity plan dilution: Shareholder vote sought to expand 2021 Employee Plan by 1.85M shares; while aimed at employee retention, investors should monitor dilution and grant practices over time.