J. Kent Sweezey

About J. Kent Sweezey

J. Kent Sweezey is an independent director of CSW Industrials, Inc., serving since December 2016; he is age 72 and currently chairs the Compensation & Talent Development Committee while also serving on the Audit Committee . He is a founding partner of Turnbridge Capital, LLC (energy services-focused private equity, founded in 2008) and previously was Managing Partner at Centre Southwest Partners and an investment banker at DLJ/Credit Suisse First Boston, with corporate development and governance expertise highlighted in CSWI’s proxy biography . The Board classifies him as independent under NYSE standards, with executive sessions of independent directors held at each regular meeting .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation & Talent Development Committee Chair; Audit Committee member .
• Committee activity: Compensation & Talent Development met 6 times in FY2025; Audit met 5 times; Nominating & Corporate Governance met 3 times (Sweezey is not a member) .
• Attendance: Board held 7 meetings in FY2025 and each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
• Independence and structure: Seven of eight nominees are independent; committees composed entirely of independent directors; executive sessions held at each regularly scheduled Board meeting and presided over by the lead independent director .
• Age-based limits: Directors cannot be nominated if they reach age 73 before election; no term limits; Sweezey is 72, implying potential retirement constraint by next election depending on timing .

Committee Meetings (FY2024 vs. FY2025)

Fixed Compensation

• Director compensation structure (unchanged in FY2025 after FY2024 review): $75,000 cash retainer; equity value $110,000; committee chair retainers: Audit $20,000; Compensation & Talent Development $15,000; Nominating & Corporate Governance $10,000; non-chair committee retainers: Audit $10,000; Compensation & Talent Development $8,000; Nominating & Corporate Governance $8,000 .
• Elements reviewed against market and via independent consultant; remained unchanged in FY2025 .

Fiscal 2025 Director Compensation – J. Kent Sweezey

Director Compensation Elements (FY2025)

Performance Compensation

• Directors receive restricted stock; awards are time-based and not tied to performance metrics (no options outstanding for directors) .
• FY2025 grant: 360 shares of restricted stock granted August 15, 2024, using $313.31 per-share price for fair value calculation (total $112,792); 360 shares of restricted stock outstanding at March 31, 2025 .

Equity Award Terms (Director RS)

Other Directorships & Interlocks

• Compensation Committee membership in FY2025: Sweezey (Chair), Ash, Griffin, Livingstone; none were officers or employees; no executive officers of CSWI serve on other boards that would create interlocks with CSWI’s Board or Compensation Committee .
• Related-party transactions: N&CG Committee policy in place; no transactions requiring disclosure were approved or occurred in FY2025 .

Expertise & Qualifications

• Executive leadership in private equity; strategic acquisition and capital allocation expertise; governance experience; supports corporate development and growth strategy oversight .
• Committee oversight responsibilities include compensation philosophy, talent development, succession planning, clawbacks, risk management, and director compensation recommendations .

Equity Ownership

• Ownership guidelines: Non-employee directors must hold at least 5x annual cash retainer ($375,000) by fifth anniversary; as of March 31, 2025 all non-employee directors were in compliance .

Compensation Structure Analysis (Trends)

• Mix remains balanced between cash retainer and time-based restricted stock; no options; equity vests on time/reelection/CoC, reinforcing ownership alignment rather than short-term performance .

Say‑on‑Pay & Shareholder Feedback (Committee Signal)

• 2024 Say‑on‑Pay approval: 97.6% — highest in Company history, indicating strong support for compensation practices overseen by the committee chaired by Sweezey .
• Ongoing engagement: Management met with investors representing 54% of outstanding shares; Board/committees consider investor perspectives in committee business .
• Program features: Caps on incentive payouts (200%), threshold performance requirements, robust stock ownership, and prohibition on officer hedging/pledging .

Governance Assessment

• Strengths
  • Independent director with deep corporate development and capital allocation expertise; chairs a fully independent Compensation Committee .
  • Documented engagement and high Say‑on‑Pay support (97.6%), signaling investor confidence in pay governance .
  • Strong attendance disclosure (≥75%), active committee cadence (Comp 6, Audit 5), and robust ownership guidelines compliance .
  • No related‑party transactions requiring disclosure; no interlocks; committees composed entirely of independent directors .
• Watch items
  • Age‑based retirement limit at 73; Sweezey is 72, implying potential near‑term Board turnover depending on timing of future annual meeting (monitor succession planning) .
• RED FLAGS
  • None observed: no pledging/hedging disclosure issues for officers; no related‑party transactions; no option repricing; strong Say‑on‑Pay outcome .

Notes:
• Executive sessions of independent directors are held at each regularly scheduled meeting, led by the lead independent director **[1624794_0001193125-25-160208_d894532ddef14a.htm:14]**.
• Audit Committee financial experts designated (Motsenbocker, Ash, Swartz); all Audit members financially literate **[1624794_0001193125-25-160208_d894532ddef14a.htm:14]**.
• Section 16(a) reporting compliance: directors and officers timely complied in FY2025 **[1624794_0001193125-25-160208_d894532ddef14a.htm:65]**.