Danielle R. Garde
About Danielle R. Garde
Senior Vice President and Chief People Officer at CSW Industrials since October 2022; age 54 as of the 2025 proxy, with prior HR leadership roles across consumer products and financial services . Company performance under her tenure includes fiscal 2025 revenues of $878.3m (+10.8% YoY) and adjusted EBITDA of $227.9m (+13.9% YoY), with AIP metrics anchored to consolidated EBITDA and operating cash flow . CSWI’s 3-year TSR for fiscal 2023 performance shares ranked at the 95th percentile versus Russell 2000, vesting at 200% of target, aligning long-term equity outcomes with shareholder value creation . Anti-hedging/pledging and robust clawback policies apply to executive officers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PlayPower, Inc. | Chief Human Resources Officer | 2020–2022 | Led HR at a recreation equipment producer |
| KidKraft, Inc. | Vice President, Human Resources | 2014–2020 | HR leadership at a consumer products manufacturer |
| Danone North America | Senior Director, North America Operations | 2007–2014 | Operations and leadership roles within food & beverage |
| J.P. Morgan; Unilever Cosmetics International; American Express; Deloitte | Organizational development roles | 1993–2007 | Built HR/OD foundations across finance and consumer sectors |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $375,000 | $390,000 |
| AIP Target % of Base | 55% | 55% |
| AIP Target ($) | $206,250 | $214,500 |
| Actual AIP Paid ($) | $243,891 | $265,230 |
Performance Compensation
Annual Incentive Plan (AIP) – FY 2023 Payout Detail
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Consolidated EBITDA | 60% | Company-defined | Achieved 126.5% payout | Amount reflected in individual payout schedule |
| Consolidated Operating Cash Flow | 15% | Company-defined | Achieved 74.0% payout | Amount reflected in individual payout schedule |
| Individual Performance | 25% | Qualitative goals | Achieved 125% payout | Amount reflected in individual payout schedule |
| Total | 100% | — | FY2023 AIP Award: $243,891 | 118.3% of target |
Notes:
- AIP metrics are EBITDA and operating cash flow (OCF), with straight-line payout matrices between threshold–target–maximum; individual performance is discretionary within defined criteria .
Equity Awards and Vesting
| Year | Stock Awards ($) | RSU Outstanding (#) and Vesting | PSU Outstanding (#) | PSU Metric | PSU Vesting Range |
|---|---|---|---|---|---|
| FY 2023 | $194,046 | Not disclosed | Not disclosed | TSR vs Russell 2000 | 0–200% |
| FY 2024 | $542,860 | 2,130 unvested; vests 952 (10/1/2024), 952 (10/1/2025), 406 (10/1/2026) | 1,639 unearned | TSR vs Russell 2000 | 0–200% |
Additional facts:
- Company does not grant stock options to NEOs; no options outstanding for NEOs including Garde as of FY2024 .
- FY2024 vesting activity: Danielle Garde vested 545 shares; value realized $95,506 .
Equity Ownership & Alignment
| Date | Beneficial Ownership (Shares) | Ownership as % of Class |
|---|---|---|
| May 31, 2023 | 1,636 | <1% |
| May 31, 2024 | 2,731 | <1% |
Stock Ownership Guidelines (Executives):
- Requirement: 3x base salary; interim retention of 75% of net vested shares until compliance; no hedging or pledging permitted .
- Status (as of 3/31/2024): Required shares 4,988; current ownership 2,640; 1.6x multiple of salary (within five-year compliance window) .
- Anti-hedging/pledging policy bars pledging, margin accounts, options, short sales, or hedging transactions .
- Dodd-Frank clawback policy allows recovery of incentive compensation for restatements, regardless of fault .
Employment Terms
- Severance (non-CIC): As a Level Two participant, if terminated without cause or for good reason, receives a pro-rata bonus (greater of prior-year actual or current-year target), lump sum equal to 1x 12 months of base salary, continuation of health and welfare benefits for up to 12 months, and immediate vesting of unvested equity awards with vesting dates within one year of termination (per award terms) .
- Change-in-control (CIC):
- Upon a CIC, all unvested equity awards fully vest per award agreements (single-trigger equity vesting) .
- If terminated without cause or for good reason within two years following a CIC, Level Two benefits include pro-rata bonus (greater of prior-year actual or current-year target), lump sum equal to 2x (12 months base salary + target AIP), and continuation of health and welfare benefits for up to 24 months; “best-of-net” excise tax treatment, no gross-ups .
- No executive perquisites beyond broad-based benefits (401k, ESOP, healthcare) .
- Related-party transactions: None required to be reported for FY2025 .
Insider Transactions (last 24 months)
| Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| Oct 1, 2025 | RS grant | 1,003 | — | Restricted common stock grant under 2024 Equity & Incentive Plan |
| Oct 1, 2025 | Disposition (tax withholding) | 299 | $252.20 | Shares withheld/sold to cover taxes upon grant/vesting |
| May 9, 2025 | Performance rights grant | — | — | PSU grant with 0–200% vesting over a three-year cycle beginning Apr 1, 2025 |
Interpretation:
- Activity is standard LTIP-related grants and tax withholding; no discretionary open-market sales observed in sources above .
Compensation Committee Context
- Compensation & Talent Development Committee members: Kent Sweezey (Chair), Darron Ash, Bobby Griffin, Linda Livingstone; six meetings in FY2025; independent consultant engaged (WTW) .
- Compensation benchmarking against a peer group including AAON, Armstrong World Industries, Kadant, Standex, SPX Technologies, etc.; targets generally set near 50th percentile .
Investment Implications
- Alignment and incentives: AIP tied to EBITDA and OCF with rigorous payout curves; PSUs benchmarked to Russell 2000 TSR with 0–200% vesting; FY2023 awards vested at max (200%) indicating strong long-term performance orientation . Anti-hedging/pledging and clawback policies further strengthen alignment .
- Retention and ownership: Garde’s ownership multiple was 1.6x at 3/31/2024 versus a 3x guideline (five-year compliance window and 75% net share retention apply); ongoing RSU/PSU grants build “skin in the game” and mitigate retention risk .
- Change-in-control economics: Double-trigger cash severance (2x salary + target bonus) and single-trigger equity vesting under CIC create potential event-driven value realization; no excise tax gross-ups (shareholder friendly) .
- Trading signals: Recent Form 4s reflect programmatic grants and tax withholding, not discretionary selling; limited near-term selling pressure implied from filings reviewed .
Sources: CSW Industrials DEF 14A (2025), DEF 14A (2024), DEF 14A (2023), and SEC Form 4 filings as linked above.