Jeff A. Underwood
About Jeff A. Underwood
Senior Vice President & General Manager, Contractor Solutions at CSW Industrials. Age 43; joined CSWI in 2018, promoted to SVP & GM in April 2024 after leading RectorSeal’s Sales & Marketing . Prior roles include Vice President of Marketing at Goodman Manufacturing and Manager at Bain & Company . Under CSWI’s FY2025 plan, the Russell 2000-relative TSR for the 2023 performance share cycle ranked in the 95th percentile, paying out at the 200% cap, and company financials grew (Revenue +10.8%, Adjusted EBITDA +13.9%) . Contractor Solutions EBITDA increased 12.5% in FY2025 (adjusted for M&A), contributing to above-target BU payouts under the AIP .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSW Industrials – RectorSeal | VP Sales | 2018–2021 | Built commercial momentum in Contractor Solutions |
| CSW Industrials – RectorSeal | SVP Sales & Marketing | 2021–2024 | Drove segment growth leading to promotion to GM |
| CSW Industrials – Contractor Solutions | SVP & GM | 2024–present | BU EBITDA +12.5% in FY2025 (adjusted), supporting 124% EBITDA payout |
| Goodman Manufacturing | VP Marketing | N/A | Led marketing at major HVAC subsidiary (Daikin Group) |
| Bain & Company | Manager | N/A | Consulting leadership experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goodman Manufacturing | Vice President of Marketing | N/A | Brand, product and growth leadership in HVAC |
| Bain & Company | Manager | N/A | Strategy and operations expertise |
Fixed Compensation (FY2025)
| Item | FY2025 | Notes |
|---|---|---|
| Base Salary ($) | 385,000 | Set by Comp Committee; market-aligned |
| AIP Target ($) | 211,750 | 55% of base salary |
| LTIP Target ($) | 442,750 | 115% of base salary; 50% PS / 50% RS |
Performance Compensation (FY2025)
| Metric | Weight | Target Basis | Actual Performance | Payout % | AIP $ Earned |
|---|---|---|---|---|---|
| Consolidated EBITDA | 35% | AIP EBITDA target set annually | FY2025 measured EBITDA +10.8% YoY; excludes acquisition effects | 107% | $79,523 |
| Consolidated Operating Cash Flow (OCF) | 10% | AIP OCF target set annually | FY2025 measured OCF +0.9% YoY; acquisition effects excluded | 85% | $18,062 |
| Business Unit EBITDA (Contractor Solutions) | 20% | BU EBITDA target set annually | FY2025 BU measured EBITDA $196.2m; +12.5% YoY | 124% | $52,641 |
| Business Unit OCF (Contractor Solutions) | 10% | BU OCF target set annually | Not disclosed (competitive sensitivity) | 92% | $19,566 |
| Individual Performance | 25% | Pre-set qualitative objectives | Leadership and execution; ACT.RISE. core values | 142% | $75,000 |
| Total AIP Award | — | — | — | 116% | $244,792 |
Notes:
- AIP payout matrix (FY2025): threshold/target/maximum 0–200%; linear interpolation, annual target-setting resumed in FY2025 .
- FY2025 measured metrics explicitly excluded M&A and one-time cash effects in line with policy .
Long-Term Equity (FY2025 Grants)
| Award | Grant Date | Shares | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| Performance Shares (PS) | 5/28/2024 | 954 | 316,308 | 3-year cliff; Russell 2000-relative TSR; vest 0–200% (cap 100% if absolute TSR <0) |
| Restricted Stock (RS) | 10/1/2024 | 962 | 350,707 | Ratable over 3 years; votes/dividends from grant |
FY2023 PS Results (company-wide): TSR ranked 95th percentile; paid at 200% of target .
Equity Ownership & Alignment
| Item | Value | Detail |
|---|---|---|
| Shares Owned | 6,415 | As of 3/31/2025 |
| Ownership Guideline | 3x salary | Required shares: 3,962; Underwood at 4.9x, in compliance |
| Shares Outstanding (record date) | 15,537,014 | 6/24/2024 record date |
| Ownership % of Outstanding | ~0.041% | 6,415 / 15,537,014 |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging, margin, pledging |
| Clawback | Dodd-Frank, NYSE-compliant | No-fault recovery of incentive comp upon restatement |
Outstanding and Upcoming Vesting (as of 3/31/2025)
| Award Type | Unvested (#) | Market Value ($) | Key Dates |
|---|---|---|---|
| RS | 2,192 | 639,012 | 1,189 on 10/1/2025; 683 on 10/1/2026; 321 on 10/1/2027 |
| PS (2022–2025 tranche) | 860 | 501,414 | 2012–2015 cycle paid; 2022–2025 cycle shown vested at 200% (company-wide) |
| PS (2023–2026 tranche) | 1,109 | 646,591 | Performance period ends 3/31/2026 |
| PS (2024–2027 tranche) | 958 | 558,552 | Performance period ends 3/31/2027 |
Company policy: no stock options granted; equity consists of RS and PS .
Employment Terms
| Aspect | Provision | Level |
|---|---|---|
| Severance (no CIC) | Lump sum = 1x 12 months base salary; pro-rata bonus (greater of prior year actual or current year target); health & welfare continuation up to 12 months; immediate vesting of awards vesting within 12 months | Level Two (Underwood) |
| Change-in-Control (CIC) | Immediate vesting of all unvested equity at CIC per plan; upon qualifying termination within 2 years of CIC: lump sum = 2x (12 months base + current year AIP target); pro-rata bonus; health & welfare continuation up to 24 months; “best-of-net” excise tax approach (no gross-ups) | Level Two (Underwood) |
| Definitions | Good Reason includes material comp reduction, role diminution, >50-mile relocation, etc.; Cause includes dishonesty, certain convictions, failure of duties after notice, etc. | Plan-defined |
| Non-compete/Non-solicit | Not specifically disclosed for Underwood; CEO provisions noted separately | — |
Investment Implications
- Pay-for-performance alignment: AIP emphasizes EBITDA/OCF with BU components and rigorous adjustments to exclude M&A and one-time effects; LTIP is heavily tied to relative TSR with capped payouts when absolute TSR is negative—promoting shareholder alignment and downside governance .
- Strong ownership and governance: Underwood exceeds 3x salary ownership guideline (4.9x), and CSWI prohibits hedging/pledging and maintains a no-fault clawback; say-on-pay support was 97.6% in 2024, signaling investor approval of the framework .
- Upcoming vesting and liquidity: Material RS tranches vest annually through 2027, and PS cycles conclude in FY2026 and FY2027; these create regular liquidity events that can influence trading patterns, though policy and ownership guidelines temper near-term selling incentives .
- Retention and change-in-control: Level Two severance and double-trigger CIC economics (2x base+bonus; 24 months benefits) provide retention value without tax gross-ups; equity acceleration at CIC can be meaningful given large unvested PS/RS balances .
References: All data from CSW Industrials’ 2025 DEF 14A (filed July 17, 2025) and FY2025 AIP/LTIP disclosures ; shareholder counts from 8-K Item 5.07 (Aug 16, 2024) ; biography from DEF 14A executive officers .