William R. Thomas
CAPITAL SOUTHWESTAbout William R. Thomas
William R. Thomas (age 54) is an independent director of Capital Southwest Corporation (CSWC) since 2014; he chairs the Nominating/Corporate Governance (NCG) Committee and serves on the Audit and Compensation Committees . Thomas is a private investor and President of Thomas Heritage Foundation, with prior experience as a CSWC deal professional (2006–2012), an MBA from Harvard Business School (2006), and earlier service as a U.S. Air Force pilot, achieving the rank of Major; he is an NACD Board Leadership Fellow and a graduate of the U.S. Air Force Academy . The Board has affirmatively determined his independence under Nasdaq rules and that he is not an “interested person” under the 1940 Act .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital Southwest Corporation | Deal professional (investments, valuation, compliance); board service on ~12 portfolio companies | 2006–2012 | Led investment origination/monitoring; oversaw valuation/regulatory compliance |
| Investor Group Services (consulting during MBA) | Consultant to private equity clients | 2004–2006 | Transaction advisory during HBS program |
| U.S. Air Force | Pilot; led training, safety, acquisition, logistics, combat operations (rank: Major) | 1993–2004 | Operational leadership; aviation/military discipline |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Encore Wire Corporation (Nasdaq: WIRE) | Director | 2007–2024 | Public company board experience in manufacturing |
| Thomas Heritage Foundation | President | Current | Leadership of investment/philanthropic organization |
Board Governance
- Independence, leadership, and committees: Independent director; Chair, NCG; member, Audit and Compensation .
- Attendance and engagement: Board met 8 times in FY2025; each director attended at least 75% of aggregate Board/committee meetings; independent directors hold executive sessions after each regular Board meeting .
- Director election support (2025): Votes For 18,393,310; Withheld 743,140; broker non-votes 18,461,880 .
- Executive sessions and oversight: Regular independent executive sessions; Audit Committee approves related-party transactions >$50,000; NCG oversees governance guidelines and annual Board/committee evaluations .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $112,000 | Standard for independent directors |
| Quarterly share purchase fee (4×$5,000) | $20,000 | To acquire additional shares for guideline compliance, as applicable |
| NCG Committee Chair fee | $13,000 | Chair premium |
| Total cash fees earned (Thomas) | $145,000 | Sum of the above for Thomas |
| Meeting fees | None disclosed | Company does not list per-meeting fees |
| Investment Committee observer retainer | Not applicable | Only paid to directors serving as non-voting observer; disclosed for applicable director(s) |
Performance Compensation
| Equity Award (FY2025) | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Non-Employee Director Restricted Stock | Aug 9, 2024 | 2,090 | $50,014 | 100% on Aug 9, 2025; forfeiture lapses at end of one-year term |
| Plan design | — | — | — | Director awards are service-based (time vesting), not tied to company performance metrics |
Note: CSWC highlights “best practice compensation features,” including rigorous stock ownership guidelines and a clawback policy (for executives); it explicitly does not provide tax gross-ups or guaranteed incentive payouts .
Other Directorships & Interlocks
| Company | Relationship to CSWC | Potential Interlock/Conflict |
|---|---|---|
| Encore Wire Corporation (WIRE) | Unrelated industry (wire manufacturing) | No disclosed CSWC business dealings; no related-party exposure noted |
Expertise & Qualifications
- Investment and governance: Former CSWC deal professional; extensive board and portfolio company oversight; NACD Board Leadership Fellow .
- Financial and regulatory: Experience overseeing valuation and compliance; service on Audit and Compensation Committees .
- Leadership under complexity: USAF Major; operational leadership across training, safety, acquisition, logistics, and combat .
- Education: MBA, Harvard Business School; undergraduate, U.S. Air Force Academy .
Equity Ownership
| Holder | Shares | Ownership % | Notes |
|---|---|---|---|
| William R. Thomas (beneficially) | 600,090 | 1.1% | Includes 2,090 unvested restricted shares |
| Directly held (Thomas) | 16,151 | — | Includes 2,090 unvested restricted shares |
| Thomas Heritage Partners, Ltd. (beneficial via control) | 571,939 | — | Thomas is President and sole manager of the general partner; sole voting/dispositive power |
| Children (beneficial) | 12,000 | — | Beneficial ownership attribution |
| Pledged shares | None | — | Proxy states no director/EO shares are pledged |
| Director ownership guideline | 3.5× annual director retainer | — | Board notes guideline; identifies specific directors not yet compliant (Battist, Rogers-Windsor); no non-compliance flagged for Thomas |
Governance Assessment
-
Strengths
- Independent director with deep CSWC-specific investment and compliance experience; chairs NCG and sits on Audit/Compensation—positions central to governance, oversight, and pay discipline .
- Significant “skin in the game” with 600,090 shares (1.1% of outstanding), no pledging, and hedging prohibited—strong alignment with shareholders .
- Board processes: annual evaluations, independent executive sessions, clawback policy for executives, stock ownership guidelines, majority voting standard for director elections; robust audit oversight and related-party transaction screening .
- Shareholder support: strong vote for Thomas’s re-election in 2025 (18.39M for vs. 0.74M withheld) .
-
Watch items / potential conflicts
- Prior CSWC employment (2006–2012) and control over a partnership holding 571,939 shares may concentrate influence; the Board has nevertheless affirmed independence and non-“interested person” status under the 1940 Act .
- Director equity grants are time-based and not performance-linked (typical for directors), so governance alignment relies on ownership requirements and overall board processes rather than explicit KPIs; maintain vigilance on retention of strong ownership multiples .
-
Broader shareholder signals
- 2025 say-on-pay advisory vote passed (For: 14,140,392; Against: 4,148,413; Abstain: 847,645), indicating continued support for compensation governance framework .
- Majority voting standard for directors and independent committee compositions further support board effectiveness .