Joshua S. Weinstein
CAPITAL SOUTHWESTAbout Joshua S. Weinstein
Joshua S. Weinstein, age 47, is Chief Investment Officer (CIO) of Capital Southwest Corporation. He joined CSWC in June 2015 as a Principal, was promoted to Managing Director in April 2017, Senior Managing Director in April 2021, and CIO in April 2024; he holds a BA in Economics/Mathematics from Columbia University, an MBA from USC’s Marshall School, and is a CFA charterholder . Company performance metrics used in executive evaluations include total distributions, distributable net investment income, portfolio growth, non‑accruals, and operating leverage; CSWC reports cumulative TSR of $299.30 on a $100 initial investment by FY2025 and net investment income of $118,182k, with dividend yield on NAV of 15.1% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital Southwest Corporation | Principal → Managing Director → Senior Managing Director → Chief Investment Officer | 2015–present | Originating, underwriting, and managing CSWC’s middle‑market credit portfolio; investment committee participation |
| H.I.G. WhiteHorse | Principal | Not disclosed | Sourcing, structuring, analyzing, and monitoring middle‑market credits |
| WhiteHorse Capital Partners, L.P. | Vice President | Not disclosed | Credit investing and management of syndicated first/second‑lien loans |
| Morgan Stanley | Analyst | Not disclosed | Early career analytical experience in finance |
| Citigroup | Analyst | Not disclosed | Early career analytical experience in finance |
External Roles
No external directorships or public company roles for Mr. Weinstein are disclosed in the proxy .
Fixed Compensation
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 365,000 | 400,000 | 450,000 |
| Target Bonus (% of Base) | 125% | 125% | 125% |
| Actual Bonus Paid ($) | 683,139 | 673,950 | 534,375 |
Performance Compensation
Because CSWC is a BDC, the 1940 Act prohibits formulaic company performance‑based pay when using equity incentive plans; the Compensation Committee applies discretionary evaluation against non‑formulaic measures .
| Metric | Weighting | Target | Actual | Payout (Cash) | Vesting |
|---|---|---|---|---|---|
| Dividend growth | Discretionary (no formulaic weight) | Not disclosed | Regular dividends declared $2.31/sh (+3.1% YoY) and $0.23/sh supplemental | Contributed to $534,375 bonus (95% of target) | N/A |
| Preservation of NAV | Discretionary | Not disclosed | Qualitative assessment by Committee | Included in bonus outcome | N/A |
| Capital raised | Discretionary | Not disclosed | ~$471.1mm raised (revolver + SPV + 5.125% 2029 converts + ATM equity) | Included in bonus outcome | N/A |
| Portfolio growth | Discretionary | Not disclosed | Investments at fair value $1.8bn vs $1.5bn prior (+20.9%) | Included in bonus outcome | N/A |
| Portfolio non‑accruals | Discretionary | Not disclosed | Not disclosed | Included in bonus outcome | N/A |
| Successful exits | Discretionary | Not disclosed | Not disclosed | Included in bonus outcome | N/A |
| Operating leverage | Discretionary | Not disclosed | 1.7% LTM operating leverage (flat YoY) | Included in bonus outcome | N/A |
Equity grants (Restricted Stock):
- Grant date 6/10/2024: 60,000 shares; grant‑date fair value $1,572,000; vest 25% annually over four years, subject to continued employment; dividends and voting rights from grant date .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 253,240 shares (251,690 directly, incl. 125,538 unvested RS; 1,550 held by his children); <1% of shares outstanding |
| Vested vs unvested | 125,538 unvested restricted shares as of 3/31/2025 |
| Options (exercisable/unexercisable) | None outstanding |
| Pledged shares | None; no executive/insider pledging disclosed |
| Ownership guidelines | CEO 4x salary; CFO 3x; all other executive officers 3x salary; hold 100% of net shares for 12 months post‑vesting; all NEOs compliant |
| Hedging | Prohibited; all personal transactions require pre‑clearance by CCO |
Upcoming Vesting Schedule (pressure points)
| Vest Date | Shares |
|---|---|
| June 10, 2025 | 8,277 |
| June 10, 2025 | 9,368 |
| June 9, 2025 | 12,842 |
| June 10, 2025 | 15,000 |
| June 10, 2026 | 9,368 |
| June 9, 2026 | 12,842 |
| June 10, 2026 | 15,000 |
| June 9, 2027 | 12,842 |
| June 10, 2027 | 15,000 |
| June 10, 2028 | 15,000 |
Note: CSWC has SEC relief to permit net share settlement for tax withholding at vesting, which can create Form 4 “disposition” entries without open‑market selling .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start date | June 2015 (joined as Principal) |
| Years in current role | CIO since April 2024 |
| Contract term/auto‑renewal | Not disclosed |
| Severance (salary/bonus multiples) | No cash severance indicated for CIO; termination table shows no cash payments for cause/without cause/change in control |
| Change‑of‑control | Double‑trigger equity acceleration; if awards not assumed or service ends involuntarily within 2 years, unvested RS fully vest |
| Death/Disability | Unvested RS fully vest |
| Non‑compete / non‑solicit / garden leave | Not disclosed |
| Clawback | Compensation Recoupment Policy adopted Nov 28, 2023 for incentive‑based comp upon restatements; currently no incentive‑based comp as defined |
| Stock ownership and holding | 3x salary for CIO; 12‑month post‑vest holding of net shares; compliance as of March 31 each year |
| Insider trading policy | Hedging prohibited; pre‑clearance required for all trades |
Multi‑Year Compensation Summary (NEO level)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 365,000 | 400,000 | 450,000 |
| Bonus ($) | 683,139 | 673,950 | 534,375 |
| Stock Awards ($) | 796,301 | 1,020,149 | 1,572,000 |
| All Other Compensation ($) | 209,917 | 275,838 | 334,958 |
| Total ($) | 2,054,357 | 2,369,937 | 2,891,333 |
Potential Payments and Economics
| Scenario | Cash Payments | Equity Acceleration | Total |
|---|---|---|---|
| Termination for Cause | — | — | — |
| Termination without Cause | — | — | — |
| Change in Control (single trigger) | — | — | — |
| Change in Control (double trigger) | — | $2,802,008 | $2,802,008 |
| Death or Disability | — | $2,802,008 | $2,802,008 |
Governance, Peer Benchmarking, and Say‑on‑Pay
- Compensation Committee comprises independent directors; charter includes oversight of severance, succession, equity plans, recoupment, and ownership policies .
- Compensation philosophy references peer practices of internally managed BDCs, REITs, asset managers, and specialty finance firms; no strict benchmarking or target percentile disclosed .
- 2024 say‑on‑pay approval: 91.3% of votes cast in favor .
- Best‑practice features: no tax gross‑ups, rigorous ownership guidelines, clawback policy; no evergreen; capped annual incentives; no guaranteed bonuses .
Investment Implications
- Alignment: High equity component via multi‑year restricted stock and stringent stock ownership/holding policy; no options; no pledging and hedging prohibited, reducing misalignment risk .
- Retention: Large unvested RS tranche (125,538 shares) with laddered vesting through 2028 and double‑trigger CoC protection create meaningful retention hooks; absence of cash severance suggests equity is the primary retention lever .
- Pay‑for‑performance: Discretionary structure reflects 1940 Act constraints but ties to tangible outputs (dividend growth, capital raised, portfolio expansion, operating leverage); FY2025 bonus at 95% of target indicates disciplined payout calibration .
- Trading signals: Upcoming vest dates clustered in June each year; expect routine net‑share settlements for tax withholding per SEC exemptive relief, which may appear as dispositions without directional selling pressure .
- Risk flags: No pledging, no gross‑ups, clawback in force; change‑of‑control economics are double‑trigger with equity acceleration only, limiting windfalls and aligning outcomes with employment continuity .