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CSW Industrials
Key thematics
Compensation
Management Discussion & Analysis
ESG
Governance
Risks
Annual Report
2022
Dear CSWI Stakeholders,
A Year Like No Other
Increased Sales Across All Segments
Capital Allocation Strategy
Culture and Corporate Sustainability
Looking Forward
Part I
Item 1: Business
General
Business Segments
Our Competitive Strengths
Our Growth Strategy
Raw Materials and Suppliers
Intellectual Property
Export Regulations
Human Capital Management
Government Regulations
Available Information
Item 1A: Risk Factors
Market, Economic and Geopolitical Risks
Business, Operations and Human Capital Risks
Strategic Transactions and Investments Risks
Financial Risks
Legal and Regulatory Risks
Forward-Looking Statements
Item 1B: Unresolved Staff Comments
Item 2: Properties
Properties
Item 3: Legal Proceedings
Item 4: Mine Safety Disclosures
Part II
Item 5: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Holders
Issuer Purchases of Equity Securities
Stock Performance Chart
Item 6: [Reserved]
Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
Results of Operations
Business Segments
Liquidity and Capital Resources
Critical Accounting Estimates
Accounting Developments
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
Variable Rate Indebtedness
Foreign Currency Exchange Rate Risk
Item 8: Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
CSW Industrials, Inc.
Consolidated Balance Sheets
CSW Industrials, Inc.
Consolidated Statements of Operations
CSW Industrials, Inc.
Consolidated Statements of Comprehensive Income
CSW Industrials, Inc.
Consolidated Statements of Equity
CSW Industrials, Inc.
Consolidated Statements of Cash Flows
CSW Industrials, Inc. Notes to Consolidated Financial Statements
Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management’s Report on Internal Control Over Financial Reporting
Changes in Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Item 9B: Other Information
Part III
Item 10: Directors, Executive Officers and Corporate Governance
Item 11: Executive Compensation
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13: Certain Relationships and Related Transactions, and Director Independence
Item 14: Principal Accounting Fees and Services
Part IV
Item 15: Exhibits, Financial Statement Schedules
Exhibit Index
Signatures
CSW INDUSTRIALS Directors and Officers
Board of Directors
Proxy
2022
Invitation to 2022 Annual Meeting of Stockholders
Proxy Summary
Information About the Annual Meeting
Time and Place
Voting Matters
Fiscal 2022 Performance Highlights
Financial and Operational Performance
Board of Directors Highlights (page 13)
Current Board Members
Governance Highlights
Stockholder Engagement
Executive Compensation Highlights (page 30)
Executive Compensation Program Objectives and Elements
Fiscal 2022 Executive Total Target Compensation Mix
Retention and Succession Arrangement with CEO (page 35)
Fiscal 2022 Executive Compensation Summary (page 52)
Proposal One:Election of Directors
Required Vote and Recommendation
Board of Directors — Biographical Information
Nominees to Serve a Term Expiring at the 2023 Annual Meeting of Stockholders
The Board and Committees
Governance Overview
Board Independence
Board Leadership Structure
Board Diversity
Board’s Role in Risk Oversight
Board Self-Evaluation
Director Attendance at Meetings
Age and Term Limits
Limits on Other Board Service
Stockholder Communications with the Board
Board Composition
What We Look for in Director Candidates
How We Identify Director Candidates
Board Committees
Audit Committee
Nominating & Corporate Governance Committee
Compensation & Talent Development Committee
Oversight of the Executive Compensation Program
Compensation Committee Interlocks and Insider Participation
Board of Directors Compensation
2022 Director Compensation Elements
Stock Ownership Guidelines
2022 Director Compensation Table
Corporate Sustainability, Culture & Compliance
Environmental, Social and Governance Matters
Integrity and Ethics
Certain Relationships and Related Transactions
Executive Officers
Proposal Two:Advisory Vote on Executive Compensation
Required Vote and Recommendation
Proposal Three:Advisory Vote on Frequency of Conducting the Advisory Vote on Executive Compensation
Required Vote and Recommendation
Executive Compensation
Compensation & Talent Development Committee Report
Compensation Discussion and Analysis
Executive Summary
Executive Compensation Program Changes for Fiscal 2022
Executive Compensation Program Principles
Elements of the Executive Compensation Program
Additional Executive Compensation Information
Executive Compensation Program Changes for Fiscal 2023
Annual Executive Compensation Program Review and Compensation Risk
Summary Compensation Table
2022 Grants of Plan-Based Awards
Outstanding Equity Awards at Year-End 2022
2022 Option Exercises and Stock Vested
2022 Pension Benefits
Potential Payments upon Termination or Change-In-Control
CSW Industrials Executive Change in Control and Severance Benefit Plan
Quantification of Potential Payments
CEO Pay Ratio
Determination Date and Measurement Period
Median Employee Identification and Compensation Calculation
CEO Compensation
Pay Ratio
Equity Compensation Plan Information
Section 16(a) Beneficial Ownership Reporting Compliance
Proposal Four:Ratification of Appointment of Grant Thornton LLP to Serve as our Independent Registered Public Accounting Firm for Fiscal 2023
Required Vote and Recommendation
Report of The Audit Committee
Other Audit Information
Relationship with Independent Registered Public Accounting Firm
Audit and Non-Audit Fees and Services
Audit Committee Approval Policy
Security Ownership of Directors and Certain Executive Officers
Security Ownership of Certain Beneficial Owners
General Voting and Meeting Information
Solicitation
Voting
Who May Vote and Number of Votes
Quorum for the Meeting
Counting of Votes
How to Vote
Changing Your Vote
Vote Tabulations
Other Information About this Solicitation
Cost of Proxy Solicitation
Stockholders Sharing an Address
Stockholder Proposals and Nominations
Exhibit A
GAAP to NON-GAAP Reconciliations
CSW Industrials
2022
Annual Report
2022
Dear CSWI Stakeholders,
Part I
Part II
Part III
Part IV
A letter to CSWI’s stakeholders
Proxy
2022
Invitation to 2022 Annual Meeting of Stockholders
Proxy Summary
Proposal One:Election of Directors
The Board and Committees
Executive Officers
Proposal Two:Advisory Vote on Executive Compensation
Proposal Three:Advisory Vote on Frequency of Conducting the Advisory Vote on Executive Compensation
Executive Compensation
Equity Compensation Plan Information
Section 16(a) Beneficial Ownership Reporting Compliance
Proposal Four:Ratification of Appointment of Grant Thornton LLP to Serve as our Independent Registered Public Accounting Firm for Fiscal 2023
Report of The Audit Committee
Other Audit Information
Security Ownership of Directors and Certain Executive Officers
Security Ownership of Certain Beneficial Owners
General Voting and Meeting Information
Other Information About this Solicitation
Exhibit A
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