Ramona L. Rogers-Windsor
CAPITAL SOUTHWESTAbout Ramona L. Rogers-Windsor
Ramona L. Rogers-Windsor (age 64) is an independent director of Capital Southwest Corporation, serving since 2021. She is a senior finance executive with 38+ years across investment management, audit, insurance underwriting, and brokerage, and holds a BS in Accounting (Marquette), CPA, and CFA charter. The Board has determined she is independent under Nasdaq rules and not an “interested person” under the Investment Company Act; she qualifies as an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern Mutual | Managing Director & Portfolio Manager | 2012–2019 | Led portfolio management; senior finance leadership |
| Northwestern Mutual | Underwriting Standards Financial Officer (Life & Disability) | 1990–1996 | Developed financial underwriting standards; consulted on large cases |
| Robert W. Baird & Co. (subsidiary of Northwestern Mutual) | Trading & Sales | Early career (dates not specified) | Brokerage market experience |
| Arthur Andersen LLP | Auditor | Early career (dates not specified) | Public accounting/audit foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Partner’s Insurance Company, Inc. | Independent Director | Since Jan 2023 | Insurance board service |
| Cohen & Steers Funds | Independent Director | Since Mar 2021 | Fund governance |
| Thomas Jefferson University (Philadelphia) | Board Trustee | Since Dec 2020 | Non-profit/academic governance |
| Milwaukee Film | Board service | 2016–2019 | Past non-profit role |
| Girl Scouts of Milwaukee | Board service | 1987–1991 | Past non-profit role |
| University School of Milwaukee | Board service | 2004–2010 | Past non-profit role |
Board Governance
- Independence: Independent under Nasdaq; not “interested” under the 1940 Act .
- Committees: Member of Audit, Compensation, and Nominating/Corporate Governance (NCG) .
- Audit Expertise: Designated as an Audit Committee Financial Expert .
- Attendance: Board held eight meetings in FY ended Mar 31, 2025; each director attended ≥75% of Board and relevant committee meetings .
- Engagement: Independent directors hold executive sessions after each Board meeting; Rogers-Windsor serves as a non-voting observer on CSWC’s investment committee, supporting risk oversight .
| Committee | Membership | Chair |
|---|---|---|
| Audit | Member | Christine S. Battist |
| Compensation | Member | Jack D. Furst |
| Nominating/Corporate Governance | Member | William R. Thomas |
| Investment Committee (non‑voting observer) | Observer | Not applicable |
Fixed Compensation (Director)
| Component (FY ended Mar 31, 2025) | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $112,000 | Standard for independent directors |
| Investment Committee Observer Retainer | $20,000 | Applies to independent director serving as non‑voting observer |
| Quarterly Stock Purchase Fee | $5,000 per quarter (total $20,000) | To acquire additional shares for ownership guideline compliance |
| Total Fees Earned (cash) | $152,000 | Per Director Compensation table |
| Meeting Fees | None disclosed | Chairs receive fixed annual fees; no per‑meeting fees disclosed |
Performance Compensation (Director Equity)
Directors receive time-based restricted stock under the Non-Employee Director Plan; awards are not tied to performance metrics (vest 100% at end of one-year term) .
| Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Status at 3/31/2025 |
|---|---|---|---|---|
| Aug 9, 2024 | 2,090 | $50,014 | 100% vest on Aug 9, 2025 | 2,090 unvested |
Ownership guidelines for non-employee directors: 3.5× annual retainer; quarterly $5,000 fees support compliance .
Other Directorships & Interlocks
- Public company funds/directorships: Cohen & Steers Funds (since Mar 2021); Partner’s Insurance Company, Inc. (since Jan 2023) .
- Interlocks/Related Parties: Compensation Committee interlocks – none; no Item 404 relationships disclosed for committee members . No related-party transactions involving directors disclosed; Audit Committee reviews/approves related party transactions >$50,000 .
Expertise & Qualifications
- Technical credentials: CPA (U.S.), CFA charterholder .
- Financial governance: Audit Committee Financial Expert; extensive investment management and portfolio oversight .
- Risk oversight: Serves as non-voting observer on CSWC’s investment committee as part of Board risk oversight framework .
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested RS | % of Class | Pledged |
|---|---|---|---|---|
| Ramona L. Rogers-Windsor | 17,238 (sole voting/dispositive power) | 2,090 | <1% | None |
- Director ownership guideline status: Not yet at 3.5× annual director retainer; Board allows reasonable time for compliance .
- Hedging/Pledging: Hedging prohibited; directors’ shares not pledged .
Governance Assessment
- Board effectiveness: Active across all three key committees; designated audit financial expert; engagement enhanced via investment committee observer role—positive for oversight quality .
- Alignment: Quarterly $5,000 stock purchase fees and annual director RS grant promote share ownership; however, she has not yet met the 3.5× retainer ownership guideline—monitor for progression (Board permits time) .
- Independence & conflicts: Independent under Nasdaq/1940 Act; no disclosed related-party transactions; no compensation interlocks—low conflict risk .
- Attendance: Met minimum attendance threshold (≥75% of Board/committee meetings) in FY2025—acceptable engagement .
- Shareholder signals: 2024 say-on-pay support at 91.3% suggests broad investor confidence in compensation governance framework .
- Policies: Robust clawback for incentive-based compensation (executives), stock ownership and holding policies, and prohibition on hedging—strong governance baseline .
RED FLAGS: None disclosed specific to Rogers-Windsor. Note: Not yet meeting director ownership guideline (3.5× retainer); quarterly fees indicate an active path to compliance .