Darron K. Ash
About Darron K. Ash
Darron K. Ash is an independent director of CSW Industrials (CSWI), age 60, serving since June 2024. He is CEO of Sammons Enterprises, previously CFO of Sammons (since 2006) and Chairman/CEO of Sammons Industrial (2015–Feb 2024). He holds a BS from Texas A&M University and an MBA from The University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sammons Enterprises, Inc. | Chief Executive Officer | Jan 2023–present | Executive Board Member since 2015 |
| Sammons Enterprises, Inc. | Chief Financial Officer | 2006–2015 | Appointed to Sammons Executive Committee in 2015 |
| Sammons Industrial | Chairman & Chief Executive Officer | Jun 2015–Feb 2024 | Led industrial portfolio operations |
| HM Capital Partners, LLC | Chief Financial Officer | Prior to Sammons | Private equity finance leadership |
| Public Accounting | Various roles | Early career | Foundation in audit/finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sammons Enterprises, Inc. (private) | CEO; Executive Board Member | 2023–present (CEO); on Exec Committee since 2015 | Oversees diversified holding company with global operations |
No other current or prior public company directorships are disclosed for Mr. Ash .
Board Governance
- Independence: Board determined Ash is independent; CSWI’s board (post-2025 meeting) has seven of eight independent nominees .
- Committees: Audit Committee member and Compensation & Talent Development Committee member (Compensation Committee) .
- Financial Expert: Board determined Ash qualifies as an Audit Committee financial expert under SEC rules .
- Meeting cadence: Audit Committee held 5 meetings; Compensation & Talent Development Committee held 6 meetings in fiscal 2025 .
- Attendance: Each director attended at least 75% of Board and committee meetings in fiscal 2025; all current directors attended the 2024 annual meeting .
- Lead Independent Director: Transition to Dr. Linda Livingstone as Lead Independent Director after 2025 meeting; responsibilities include presiding over executive sessions and oversight of recruiting/self-evaluation .
Fixed Compensation
Director compensation structure (unchanged FY2025):
| Annual Element | Amount ($) |
|---|---|
| Cash Retainer | 75,000 |
| Equity Compensation (annual value) | 110,000 |
| Lead Independent Director Retainer | 25,000 |
| Audit Chair Retainer | 20,000 |
| Compensation Committee Chair Retainer | 15,000 |
| Nominating & Governance Chair Retainer | 10,000 |
| Non-Chair Audit Member | 10,000 |
| Non-Chair Compensation Member | 8,000 |
| Non-Chair Nominating & Governance Member | 8,000 |
FY2025 actual compensation for Darron K. Ash:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 75,748 |
| Stock Awards (Grant-Date Fair Value) | 112,792 |
| Total | 188,540 |
Notes:
- Eligible non-employee directors received 360 shares of restricted stock on Aug 15, 2024, valued at $313.31 per share; each had 360 restricted shares outstanding at Mar 31, 2025; no stock options outstanding .
Performance Compensation
CSWI does not use performance-based equity for directors; annual equity is restricted stock with time/reelection vesting and full voting rights/dividends.
Director equity grant details (FY2025):
| Grant Date | Shares Granted | Price/Share ($) | Grant-Date Fair Value ($) | Vesting Triggers |
|---|---|---|---|---|
| Aug 15, 2024 | 360 | 313.31 | 112,792 | Fully vests upon reelection, one year from grant, death/disability, or change in control |
Other Directorships & Interlocks
- Public company boards: None disclosed for Ash .
- Compensation Committee Interlocks: Compensation Committee members (including Ash) were not officers/employees; no reciprocal interlocks with CSWI executives serving on other companies’ boards/comp committees .
- Related-party transactions: Nominating & Corporate Governance Committee policy in place; none required to be reported in fiscal 2025 or fiscal 2024 . The 8‑K announcing Ash’s appointment also disclosed no transactions requiring Item 404(a) reporting .
Expertise & Qualifications
- Financial/Accounting expertise; Audit Committee financial expert designation .
- Executive leadership and operations experience in complex organizations .
- Corporate development and investment acumen helpful for strategy and capital allocation .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Darron K. Ash | 360 | <1% | As of June 30, 2025; address on file: CSWI HQ |
| Restricted Stock Outstanding (3/31/2025) | 360 | — | Directors had 360 restricted shares; no stock options |
Ownership alignment and safeguards:
- Director stock ownership guideline: 5× annual cash retainer (currently $375,000) to be met within five years; all non-employee directors were in compliance as of Mar 31, 2025 .
- Anti-hedging/pledging: Directors prohibited from hedging or pledging CSWI stock .
- Clawback: NYSE-compliant Dodd-Frank recoupment policy covering incentive compensation .
Governance Assessment
- Strengths: Independent; dual committee service (Audit; Compensation), Audit Committee financial expert; strong shareholder support (99.58% votes for his election at 2024 annual meeting); robust governance policies (ownership guidelines, clawback, anti-hedging/pledging); documented attendance commitment .
- Potential risks/monitoring: As CEO of a large private holding company (Sammons), monitor time-commitment and potential future related-party interactions; current disclosures show no related-party transactions; CSWI policy and committee oversight mitigate conflicts .
Shareholder Support & Engagement
| Item | Period/Meeting | Outcome |
|---|---|---|
| Election of Darron K. Ash | Aug 15, 2024 Annual Meeting | 13,327,888 For (99.58%); 56,284 Withheld; 976,698 Broker Non-Votes |
| Say-on-Pay (Advisory) | Aug 15, 2024 Annual Meeting | 97.63% For; 2.36% Against; 0.12% Abstain |
| Investor Engagement | FY2025 | Met with investors representing 54% of outstanding shares; 90% of top 20 active investors |
Committee Oversight Notes (Compensation Committee)
- Independent consultant: Transitioned to WTW in late FY2025; committee engages independent advisors .
- Practices: No tax gross-ups; double-trigger CIC; no option repricing; clawback; rigorous targets; strong pay-for-performance philosophy .
Summary of Key Director Compensation Terms (Policy)
- Annual cash retainer and equity grant in restricted stock; chairs/members receive additional retainers per committee; special fees only for extraordinary service (none paid FY2025) .
- Restricted stock has full voting/dividend rights from grant; time/reelection vesting; accelerates on death/disability/CIC .
Related Party & Conflicts Snapshot
- Policy requires N&CG review of transactions >$120k with directors/executives/5% holders/family; FY2025 and FY2024: no transactions required to be reported; Ash’s appointment 8‑K confirms none under Item 404(a) .
Insider Trades
Form 4 and insider trading activity were not disclosed in the referenced documents. The beneficial ownership and director equity tables above reflect current holdings as of the respective reporting dates .