CSW Industrials (CSWI) Proxy Filing summary

Executive summary

• Achieved record financial results in fiscal 2025, with revenues of $878.3M (+10.8%), adjusted EBITDA of $227.9M (+13.9%), and adjusted EPS of $8.41 (+20%).

• Maintained a strong financial position with $597M in liquidity and a 45% gross margin.

• Returned ~$227M to shareholders since 3Q18 via dividends and share repurchases.

• Invested ~$1.0B in acquisitions since FY16, supporting both organic and inorganic growth.

• Employee-centric culture recognized with a 3rd consecutive Great Place to Work® certification and an 85% voluntary retention rate.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eight directors for one-year terms, advisory approval of executive compensation (Say on Pay), and ratification of Grant Thornton LLP as independent auditor for FY2026.

• Board recommends voting FOR all proposals.

• No other business is anticipated at the meeting.

Board of directors and corporate governance

• Seven of eight director nominees are independent; 38% are female and/or diverse.

• Board committees (Audit, Compensation & Talent Development, Nominating & Corporate Governance) are composed entirely of independent directors.

• Lead independent director role to transition to Dr. Linda Livingstone after the 2025 meeting.

• Board conducts annual self-evaluations and director education programs.

• Directors and executives are subject to robust stock ownership requirements.