Anne B. Motsenbocker
About Anne B. Motsenbocker
Independent director of CSW Industrials since June 2022; age 63. Former Managing Director at J.P. Morgan Chase with a 36-year career culminating as functional CEO of the Southwest Region of the Commercial Bank; prior leadership roles included National Head of Multinational Corporations, President of the Dallas Region Middle Market Bank, and Head of the Dallas Region of the Private Bank . She is currently Audit Committee Chair and has been determined independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan Chase | Managing Director; functional CEO, Southwest Region Commercial Bank | Retired Feb 2021 after 36-year career | Strategic and financial leadership; risk management and capital strategy experience |
| Children’s Health System of Texas | Director | 2016–2022 | Chair, HR & Compensation Committee; Member, Audit Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| U.S. Physical Therapy, Inc. | Director | 2022–Present | Current public company directorship |
| National Kidney Foundation | Director/Trustee | Not disclosed | Non-profit board service |
| United Way Foundation of Metropolitan Dallas | Director/Trustee | Not disclosed | Non-profit board service |
| NACD North Texas Chapter | Board member | Not disclosed | Governance community leadership |
| Economic Mobility Center | Board member | Not disclosed | Non-profit board service |
Board Governance
- Committee assignments: Audit Committee Chair (members: Motsenbocker, Ash, Johnston, Swartz, Sweezey; 5 meetings in FY2025) .
- Audit committee financial expert: Board determined that Motsenbocker qualifies; all Audit members financially literate under NYSE standards .
- Independence status: Board determined all directors except CEO are independent under SEC/NYSE rules .
- Attendance: Board held 7 meetings in FY2025; each director attended at least 75% of board and applicable committee meetings; executive sessions held regularly .
- Lead independent director transition: Swartz retiring; anticipated appointment of Dr. Linda Livingstone as LID after the 2025 meeting .
- Risk oversight: Audit Committee oversees ERM including cybersecurity; Board receives regular updates; no material incidents to date .
Fixed Compensation
Program-level director compensation structure (unchanged FY2024 → FY2025):
| Element | FY2024 ($) | FY2025 ($) |
|---|---|---|
| Annual Cash Retainer | 75,000 | 75,000 |
| Annual Equity (target value) | 110,000 | 110,000 |
| Lead Independent Director Retainer | 25,000 | 25,000 |
| Audit Committee Chair | 20,000 | 20,000 |
| Compensation Committee Chair | 15,000 | 15,000 |
| Nominating & Governance Chair | 10,000 | 10,000 |
| Committee Member Retainers — Audit | 10,000 | 10,000 |
| Committee Member Retainers — Comp | 8,000 | 8,000 |
| Committee Member Retainers — N&CG | 8,000 | 8,000 |
Director-specific compensation (Anne B. Motsenbocker):
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 99,945 | 98,000 |
| Stock Awards ($) | 110,158 | 112,792 |
| Total ($) | 210,103 | 210,792 |
Performance Compensation
Equity grant details (director equity is time-based restricted stock; no performance metrics):
| Attribute | FY2024 | FY2025 |
|---|---|---|
| Grant Type | Restricted Stock | Restricted Stock |
| Grant Date | Aug 29, 2023 | Aug 15, 2024 |
| Shares Granted | 607 | 360 |
| Grant-Date Price | $181.48/share | $313.31/share |
| Grant-Date Fair Value | $110,158 | $112,792 |
| Vesting | Fully vests on earliest of reelection, 1 year from grant, death/disability, or change in control | Same terms |
| Voting/Dividends | Full voting rights and eligible for dividends from grant date | Same terms |
Other Directorships & Interlocks
| External Company | Industry Relationship to CSWI | Potential Interlock/Conflict |
|---|---|---|
| U.S. Physical Therapy (USPH) | Healthcare services (no clear supplier/customer/competitor overlap with CSWI industrial products) | None indicated in CSWI related-party disclosures; N&CG reported no transactions requiring disclosure in FY2025 |
Expertise & Qualifications
- Deep financial and risk management expertise from senior banking roles; strategic capital allocation and inorganic/organic growth experience .
- Audit Committee leadership and “financial expert” designation evidences proficiency in financial reporting, internal controls, and oversight of independent auditors .
- Prior committee leadership in healthcare non-profit governance (HR/Compensation; Audit) enhances human capital and governance insight .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (CSWI common) | 1,750 shares; <1% of class |
| Restricted Stock Outstanding (3/31/2025) | 360 shares (current non-employee directors) |
| Director Ownership Guideline | ≥5× annual cash retainer (≥$375,000) within 5 years of service |
| Compliance Status (as of 3/31/2025) | All non-employee directors in compliance |
| Hedging/Pledging Policy | Prohibited for directors and employees |
Governance Assessment
- Board effectiveness: As Audit Chair, Motsenbocker leads oversight of financial reporting, internal controls, auditor independence, ethics/compliance, and ERM; committee met 5× in FY2025, indicating active engagement .
- Independence and attendance: Board deemed her independent; Board held 7 meetings in FY2025 with each director attending ≥75% of board/committee meetings, supporting engagement expectations .
- Alignment and incentives: Director pay mix balances cash and equity (time-based RS); equity grants vest upon reelection/1 year, promoting continuity and stockholder alignment; program elements unchanged FY2024→FY2025 .
- Conflicts/related party exposure: N&CG Committee reported no transactions requiring disclosure in FY2025; limits on other board service (≤3 public boards; ≤2 audit committees) mitigate overload/conflicts .
- Shareholder confidence signals: Say-on-Pay approval was 97.6% in 2024, evidencing broader support for CSWI’s compensation governance framework .
- RED FLAGS: None observed—no hedging/pledging allowed, no related-party transactions disclosed in FY2025, independent status affirmed, and active committee oversight .