Terry L. Johnston
About Terry L. Johnston
Independent director of CSW Industrials since January 2017 (age 67). Former EVP & COO of Lennox International’s Commercial Segment (2013–Oct 2019) following senior roles at Lennox since 2001 and 20 years at General Electric in marketing and commercial leadership. Core credentials: executive leadership, extensive industrial/HVAC end‑market knowledge, global operations and commercial/strategic planning expertise supporting CSWI’s manufacturing optimization and growth strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lennox International Inc. | EVP & COO, Commercial Segment | 2013–Oct 2019 | Led operations and strategy for Commercial HVAC; deep industrial end‑market expertise |
| Lennox International Inc. | Roles of increasing responsibility | 2001–2013 | Strategic planning, operational and commercial leadership |
| General Electric Company | Marketing and commercial leadership roles | 20 years | Global commercial experience; sales/marketing discipline |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current or prior public company directorships disclosed for Johnston in CSWI’s proxy |
Board Governance
- Independence: Independent director; Board determined all directors other than CEO are independent under SEC/NYSE rules .
- Committees: Audit Committee member; Nominating & Corporate Governance (N&CG) Committee member .
- Chair roles: None (Audit Chair is Anne Motsenbocker; N&CG Chair is Michael Gambrell) .
- Attendance: Board met 7 times in FY2025; each director attended ≥75% of Board and committee meetings; Audit met 5 times; N&CG met 3 times .
- Lead Independent Director: Not Johnston; role anticipated to transition to Linda A. Livingstone after 2025 AGM (was Robert M. Swartz) .
- Executive sessions: Independent directors hold executive sessions at regular meetings; led by Lead Independent Director .
- Retirement guideline: Age cap 73 per Corporate Governance Guidelines; Johnston is 67 .
Fixed Compensation
| Component | FY2025 Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 75,000 | Standard non‑employee director retainer |
| Audit Committee member retainer | 10,000 | Non‑chair member |
| N&CG Committee member retainer | 8,000 | Non‑chair member |
| Total fees earned (cash) | 93,000 | Matches role‑based retainers |
| Annual equity grant (fair value) | 112,792 | 360 restricted shares granted Aug 15, 2024 at $313.31/share |
| Total FY2025 director pay | 205,792 | Cash + stock value |
Additional structural elements:
- Standard director equity program value: $110,000 annual target for equity compensation (restricted stock) .
- No meeting fees disclosed; special fees only if services are “well above and beyond” normal (none paid in FY2025) .
Performance Compensation
| Item | Structure | Notes |
|---|---|---|
| Equity award form | Time‑based restricted stock | Vests fully on earliest of reelection, 1 year from grant, death/disability, or change‑in‑control; voting rights and dividends from grant date |
| Options/PSUs | None | Non‑employee directors had no stock options outstanding at 3/31/2025; annual grant was restricted stock only |
CSWI does not disclose performance metrics tied to non‑employee director pay; the director program is retainer plus time‑based restricted stock (no performance‑conditioned equity for directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | Compensation Committee members in FY2025 had no interlocks; Johnston was not a member |
| Related‑party transactions | N&CG Committee policy governs >$120k transactions; none required to be reported in FY2025 |
| Limits on other boards | Directors limited to ≤3 other public boards; audit members ≤2 audit committees; must notify before accepting other boards |
Expertise & Qualifications
- Industrial end‑market and operations: Extensive HVAC/industrial market knowledge; operational and commercial leadership .
- Global business and strategic planning: Global experience with strategic and manufacturing optimization focus .
- Governance: Service on Audit and N&CG Committees; supports ESG and board effectiveness oversight .
- Audit oversight exposure: Audit Committee member; designated audit committee financial experts are Motsenbocker, Ash, Swartz (Johnston not designated) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 9,492 | As of June 30, 2025 |
| Shares outstanding | 16,804,781 | Record date July 10, 2025 |
| Ownership % of outstanding | ~0.056% | 9,492 / 16,804,781; less than 1% as reported |
| Unvested restricted stock | 360 shares | Outstanding at 3/31/2025 for all non‑employee directors |
| Options | None | No director stock options outstanding |
| Pledging/hedging | Prohibited | Insider Trading Policy bans pledging, hedging, margin accounts |
| Director ownership guideline | ≥5x cash retainer ($375,000) | Requirement within five years of board service |
| Compliance status | In compliance | All non‑employee directors were in compliance at 3/31/2025 |
Governance Assessment
- Independence and engagement: Johnston is independent, serves on two key committees (Audit, N&CG), and met attendance expectations—supportive for board effectiveness and investor confidence .
- Alignment: Robust director ownership requirements (≥5× retainer) with policy prohibiting hedging/pledging; Johnston and peers compliant—positive alignment signal .
- Compensation structure: Simple, market‑benchmarked director pay; FY2025 elements unchanged vs FY2024; cash plus time‑based equity avoids performance gaming for directors .
- Conflicts/related parties: No related‑party transactions disclosed; N&CG actively manages independence and conflicts—low red‑flag risk .
- Audit oversight: Active Audit Committee participation; not designated an audit committee financial expert, but committee has multiple designated experts—mitigates risk .
- Board leadership: Clear lead independent director structure and regular executive sessions; healthy governance practice .
- Shareholder signals: 2024 Say‑on‑Pay support at 97.6% reflects broad investor endorsement of compensation governance, indirectly supportive of board oversight quality .
RED FLAGS
- None disclosed specific to Johnston: no pledging/hedging, no related‑party transactions, attendance adequate, and compensation within policy .
Potential watch items
- Age‑based retirement limit (73) suggests eventual board refresh consideration within ~6 years—succession planning ongoing across board leadership .
- Industry adjacency (HVAC background) is a strength; monitor any future related‑party transactions if new external roles were assumed—current period shows none .