James E. Perry
About James E. Perry
James E. Perry is Executive Vice President and Chief Financial Officer of CSW Industrials, Inc., serving since June 2020; he is 54 years old as of the FY2025 proxy and previously held senior finance roles at Trinity Industries (CFO from May 2010 to February 2019; senior finance roles 2004–May 2020), RMH Teleservices (CFO, 2001–2004), JPMorgan’s investment banking division, and Ernst & Young’s consulting group . Company performance during his tenure has been strong: FY2025 revenues reached $878.3 million (+10.8% YoY), adjusted EBITDA was $227.9 million (+13.9% YoY), adjusted EPS was $8.41 (+20.0% YoY), and operating cash flow was $168.4 million (+2.5% YoY) . Long-term equity performance metrics used in incentive plans show relative TSR at the 95th percentile for the FY2023 performance share cohort (151.5% TSR), and 86.8th percentile for the FY2022 cohort (78.5% TSR), each vesting at 200% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trinity Industries | CFO; senior finance leadership | CFO: May 2010–Feb 2019; finance: 2004–May 2020 | Led finance through multi-year cycles; public company CFO experience |
| RMH Teleservices | Senior finance leadership including CFO | 2001–2004 | CFO experience in customer service sector |
| JPMorgan Chase & Co. | Investment banking division | Not disclosed | Capital markets and advisory background |
| Ernst & Young LLP | Consulting group | Not disclosed | Finance/process advisory experience |
External Roles
- No public company directorships disclosed for Perry in the proxy .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 450,000 | 475,000 | 495,000 |
| All Other Compensation ($) | 77,719 | 75,881 | 74,521 |
| Pension/SERP | None disclosed for Perry in all periods |
Performance Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Non-Equity Incentive (AIP) ($) | 424,407 | 453,862 | 391,512 |
| Stock Awards (Grant-Date Fair Value, ASC 718) ($) | 927,762 | 1,005,765 | 1,125,065 |
AIP structure and FY2025 payout detail (CFO)
| Component | Weight | Target ($) | Payout % | Payout ($) |
|---|---|---|---|---|
| Consolidated EBITDA | 60% | 222,750 | 107% | 239,011 |
| Consolidated Operating Cash Flow | 15% | 55,688 | 85% | 47,501 |
| Individual Performance | 25% | 92,813 | 113% | 105,000 |
| Total FY2025 AIP | — | 371,250 | 106% | 391,512 |
- FY2025 AIP metrics: consolidated EBITDA and OCF (objective, straight-line payout between threshold/target/max) plus individual goals; the company achieved ~101% of EBITDA target and ~94% of OCF target, with measured results excluding M&A and unusual items per plan policy .
LTIP awards and design
- Perry’s LTIP target = 175% of base salary; FY2025 awards split 50% performance shares (PSUs) and 50% restricted stock (RS) .
- Performance shares cliff-vest after three years based on relative TSR vs Russell 2000; vesting matrix 0–200%, with a 100% cap if TSR is negative; FY2025 target payout requires >51st percentile performance .
- Restricted stock vests ratably over three years; has voting and dividend rights; awards sized using 20-day VWAP methodology .
| Grant Detail | FY2024 | FY2025 |
|---|---|---|
| PSUs granted (#; fair value $) | 3,037; $610,073 | 1,866; $618,691 |
| RS granted (#; fair value $) | 2,258; $395,692 | 1,389; $506,374 |
| LTIP Target (% of salary) | 175% | 175% |
Equity Ownership & Alignment
- Beneficial ownership: 25,991 shares as of June 30, 2025; noted as less than 1% of shares outstanding .
- Stock ownership guidelines: 3x base salary; required shares at 3/31/2025 = 5,094; Perry held 27,210 shares (16.0x salary), exceeding guideline; at 3/31/2024 he held 23,674 (11.6x salary) vs 6,075 required .
- Hedging/pledging prohibited by policy (no pledging, margin accounts, or hedging transactions) .
Vested vs unvested at FY2025 year-end
| Category | Shares | Market/Value Notes |
|---|---|---|
| Unvested RS (as of 3/31/2025) | 4,158 | $1,212,140 at $291.52/share |
| Unearned PSUs (FY2023 plan, assumes payout) | 2,993 | $1,745,039 value at $291.52/share; fiscal 2023 cohort vested at 200% effective 4/1/2025 |
| Unearned PSUs (FY2024 plan, performance period to 3/31/2026) | 3,064 | $1,786,435 value assumes 200% vest |
| Unearned PSUs (FY2025 plan, performance period to 3/31/2027) | 1,874 | $1,092,617 value assumes 200% vest |
| Stock options | None outstanding | Company does not grant options to NEOs |
Upcoming vesting schedule (RS)
| Vest Date | Shares |
|---|---|
| Oct 1, 2025 | 2,480 |
| Oct 1, 2026 | 1,216 |
| Oct 1, 2027 | 463 |
Note: Executives who are below guideline must retain 75% of net-after-tax vested shares until in compliance; Perry exceeds guidelines, providing flexibility but the anti-hedging/anti-pledging policy remains in effect .
Employment Terms
- Executive Change in Control and Severance Benefit Plan (Level Two for CFO):
• Termination without cause/for good reason: pro-rata bonus (greater of prior year actual or current-year target), lump sum equal to 1x 12 months base salary, continuation of health and welfare benefits for up to 12 months, and immediate vesting of equity awards with vest dates within one year of termination, subject to award terms .
• Change in control: all unvested equity fully vests upon a qualifying change in control; if terminated without cause/for good reason within two years post-CoC, severance equals 2x the sum of 12 months salary plus target AIP, plus pro-rata bonus and up to 24 months of health coverage; “best of net” provision addresses excise taxes; no tax gross-ups .
• Double-trigger applies for cash severance post-CoC; equity acceleration occurs at CoC per plan terms .
Compensation Structure Analysis
- Mix and “at risk” pay: Perry’s target pay is majority performance-based, with AIP at 75% of salary and LTIP at 175% (50/50 RS/PSUs); NEOs averaged ~67–70% “at risk” in FY2024–FY2025 .
- Year-over-year changes: Base salary increased 4.2% from $475,000 to $495,000 (market alignment) ; AIP payout decreased in FY2025 versus FY2024 due to lower OCF payout (85% in FY2025 vs 153% in FY2024) ; stock awards grant-date fair value rose to $1,125,065 from $1,005,765 on higher award sizing and share price .
- Performance rigor: AIP and PSU matrices capped at 200%; thresholds maintained; FY2025 reinstated annual AIP target setting (from semi-annual in prior years) and increased PSU target performance to >51st percentile TSR for 100% payout .
- No perquisites beyond broad employee programs (401(k), ESOP); clawback policy compliant with NYSE/Dodd-Frank .
Compensation Peer Group & Say-on-Pay
- Peer group used for benchmarking (FY2025): AAON, Armstrong World Industries, Barnes Group, Columbus McKinnon, EnPro Industries, ESCO Technologies, Franklin Electric, Gibraltar Industries, Helios Technologies, Innospec, Kadant, Mueller Water Products, PGT Innovations, SPX Technologies, Standex International; targets generally set around 50th percentile of market .
- Say-on-Pay approval: 97.6% in 2024, indicating strong shareholder support for program design and payouts .
Performance Compensation Table (Design details)
| Metric | Weighting (illustrative NEO design) | Target | Actual FY2025 | Payout | Vesting |
|---|---|---|---|---|---|
| Consolidated EBITDA (AIP) | 60% | Annual EBITDA target set May 2024 | 10.8% YoY increase; measured EBITDA $219.8m (ex-M&A) | 107% | Cash at year-end |
| Consolidated Operating Cash Flow (AIP) | 15% | Annual OCF target set May 2024 | 0.9% YoY increase; measured OCF $167.3m (ex-M&A, other adjustments) | 85% | Cash at year-end |
| Individual Objectives (AIP) | 25% | NEO-specific goals | Assessed by Comp Committee | 113% (Perry) | Cash at year-end |
| PSUs (LTIP) | 50% of Perry’s LTIP | >51st percentile TSR vs Russell 2000 for 100% payout | FY2023 cohort achieved 95th percentile (200%); FY2024/FY2025 in progress | 0–200% | Cliff vest at 3 years; no voting or dividends before vest |
| RS (LTIP) | 50% of Perry’s LTIP | Time-based | Ongoing | N/A | Ratable vest over 3 years; voting/dividends allowed |
Risk Indicators & Red Flags
- Hedging/pledging prohibited by policy (mitigates alignment risk) .
- No option repricing; no excise tax gross-ups under CoC plan (shareholder-friendly) .
- Section 16(a) filings reported timely compliance for FY2025 (no reporting red flags) .
- No related-party transactions requiring disclosure in FY2025 .
Investment Implications
- Strong pay-for-performance alignment: AIP and PSU structures tied to EBITDA, OCF, and relative TSR, with demonstrated maximum vesting outcomes on recent PSU cohorts; this supports confidence in disciplined capital allocation and operational execution under Perry’s finance leadership .
- Ownership and retention signals: Perry holds 25,991 shares and far exceeds stock ownership guidelines (16.0x salary), reinforcing alignment; upcoming RS vesting (~2,480 shares on Oct 1, 2025; then 1,216 and 463) could create episodic supply, though anti-hedging and policy discipline limit misalignment risks .
- Downside protection and retention: Standardized severance and double-trigger CoC economics (2x salary+target bonus for Level Two; automatic equity vesting at CoC) reduce transition friction and retention risk through cycles and potential strategic events; absence of gross-ups is governance-positive .
- Program trajectory: Incremental tightening of AIP/PSU matrices and use of >median TSR for target payouts should maintain rigor; watch FY2026 semi-annual AIP target-setting reinstatement for payout symmetry and variability amid macro/trade volatility .