CSW Industrials (CSWI) Proxy Filing summary

Executive summary

• Achieved record financial results in fiscal 2024, with revenues up 4.6%, adjusted EBITDA up 14.9%, and operating cash flow up 35.2% compared to the prior year.

• Continued focus on a distinctive, employee-centric culture emphasizing diversity, inclusion, and respect, with high employee engagement and retention rates.

• Executed capital allocation strategy, including organic and inorganic growth, and returned $190M to shareholders since 3Q18.

• Board and management remain committed to sound governance, transparency, and shareholder engagement.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors for one-year terms, advisory vote on executive compensation (Say on Pay), approval of the 2024 Equity and Incentive Compensation Plan, and ratification of Grant Thornton LLP as independent auditor for fiscal 2025.

• Board recommends voting FOR all proposals.

• No other business is expected at the meeting.

Board of directors and corporate governance

• Eight of nine director nominees are independent; CEO is the only management director.

• Board diversity: 33% of nominees are female and/or diverse; ongoing succession planning to further increase diversity.

• Board committees: Audit, Compensation & Talent Development, and Nominating & Corporate Governance, all composed entirely of independent directors.

• Lead independent director provides oversight and chairs executive sessions.

• Annual board and committee self-evaluations and director education programs in place.

• Directors and executives subject to robust stock ownership requirements.