Michael R. Gambrell
About Michael R. Gambrell
Independent director; age 71; CSW Industrials board member since September 2015. Former Executive Vice President at The Dow Chemical Company with a 37-year career, serving on Dow’s Executive Leadership Committee, Strategy Board, Sustainability Team, and as ex officio member of the Board’s Environment, Health and Safety Committee. Founder of GamCo, LLC (advisory firm) and past governance roles at National Safety Council and the Campbell Institute. Currently chairs CSWI’s Nominating & Corporate Governance Committee (N&CG), signaling deep governance and EHS/ESG expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dow Chemical Company | Executive Vice President; advisor to Chairman & CEO | 37-year career; most recent EVP role (dates not specified) | Executive Leadership Committee, Strategy Board, Sustainability Team, ex officio to Board’s EHS Committee; global operations/governance impact |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GamCo, LLC | Founder | Since 2012 | Advisory services to public, private equity, startups, and non-profits |
| Campbell Institute | Chairman | 2012–2015 | Led safety and EHS leadership institute; governance of safety excellence |
| National Safety Council | Director; Executive Committee & Strategic Planning Committee member | 2011–2015 | Strategy and safety oversight at national NGO |
| TRW Automotive Inc. | Director (public company) | 2007–2015 | Board-level oversight at large auto supplier; ended prior to CSWI tenure |
Board Governance
| Dimension | Detail |
|---|---|
| Independence | Board determined all non-management directors, including Gambrell, are independent under NYSE and SEC rules |
| Committee Assignments | Chair, Nominating & Corporate Governance Committee; N&CG members: Gambrell (Chair), Griffin, Johnston, Livingstone |
| N&CG Responsibilities | Board succession; independence/conflict risk; Corporate Governance Guidelines; ESG oversight; Board/committee self-evaluations; 3 meetings in FY2025 |
| Audit Committee | 5 meetings in FY2025; composition listed; Gambrell not a member |
| Compensation & Talent Development Committee | FY2025 members included Gambrell; all independent; 6 meetings; no interlocks with issuer executives |
| Attendance | Board held 7 meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings; all directors attended 2024 annual meeting |
| Lead Independent Director | Transition planned from Swartz to Livingstone post-2025 AGM; lead independent director presides executive sessions and collaborates on agendas |
Fixed Compensation
| Element (FY2025) | Amount ($) |
|---|---|
| Cash Retainer | 75,000 |
| Equity Compensation (annual value) | 110,000 |
| Lead Independent Director Retainer | 25,000 |
| Audit Chair Retainer | 20,000 |
| Compensation Committee Chair Retainer | 15,000 |
| N&CG Chair Retainer | 10,000 |
| Committee Member Retainers – Audit | 10,000 |
| Committee Member Retainers – Compensation | 8,000 |
| Committee Member Retainers – N&CG | 8,000 |
| Director | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael R. Gambrell | 88,000 | 112,792 (360 RS shares @ grant-date fair value) | 200,792 |
Notes:
- Non-employee directors had 360 restricted shares outstanding at 3/31/2025; no stock options outstanding .
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant-date Valuation Basis | Vesting & Rights |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | Aug 15, 2024 | 360 | $313.31 per share (Nasdaq close) | Fully vests at earliest of next re-election, 1 year from grant, death/disability, or change-in-control; voting rights and dividends from grant date |
Policy signals:
- Directors subject to robust stock ownership guidelines; hedging/pledging/short sales prohibited .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| TRW Automotive Inc. (public) | Director (2007–2015) | Prior role; no current interlock with CSWI |
| CSWI Compensation Committee (FY2025) | Member | Committee comprised entirely of independent directors; none were Company officers; no reciprocal interlocks with other issuers’ boards/comp committees |
Related-party transactions:
- N&CG policy governs related-party approvals; no transactions required to be reported in FY2025 .
Expertise & Qualifications
- Chemicals/industrial sector depth; global operations and competitive landscape insight .
- Corporate development and integration expertise; strategic growth planning input .
- EHS and sustainability governance experience, aligning with CSWI’s ESG oversight under N&CG .
- Board leadership experience; governance guidelines and independence risk management as N&CG Chair .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Michael R. Gambrell | 25,418 | <1% (table designation) | Includes direct/indirect as per SEC rules; address on file |
| Restricted Shares Outstanding (director grant) | 360 | n/a | As of 3/31/2025 |
Stock ownership guidelines (Directors):
- Requirement: ≥5x annual cash retainer ($375,000) within five years; all non-employee directors compliant at 3/31/2025 .
- Anti-hedging/pledging: Prohibited by policy .
Governance Assessment
- Strengths: Independent N&CG chair role with explicit mandate over board independence, conflicts, succession, and ESG; enhances board effectiveness and investor confidence . High shareholder alignment signals including robust director ownership guidelines and prohibition of hedging/pledging . No related-party transactions in FY2025; committee independence maintained; no compensation committee interlocks with issuer executives . Strong say-on-pay support (97.6% in 2024), indicating positive shareholder sentiment toward compensation governance .
- Engagement/Attendance: Board met 7 times; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting—adequate engagement baseline .
- Director Pay Mix: Balanced cash retainer plus time-based restricted stock; no options outstanding—reduces risk of option repricing and supports alignment via equity; equity vests on tenure/events rather than performance; consider investor preference for DSUs with longer holding for enhanced alignment .
- RED FLAGS: None disclosed—no related-party transactions; anti-pledging/hedging policy in place; no tax gross-ups or option repricing; committees fully independent . Age-based retirement limit at 73 implies near-term planned refresh (Gambrell is 71), supporting succession planning but may introduce continuity risk over medium term .
Implications: Gambrell’s governance leadership and EHS/ESG pedigree as N&CG chair are positives for board oversight quality and conflict management. Ownership alignment, policy guardrails, and clean related-party profile support investor confidence; no material red flags identified. Continued monitoring of committee workloads, director refresh timelines, and ESG integration outcomes is warranted .