Joseph B. Armes

Chairman, CEO and President

This Notice, the accompanying Proxy Statement, our Annual Report on Form 10-K for the year ended March 31, 2024, and the form of proxy card or the Notice of Internet Availability of Proxy Materials, are first being mailed to shareholders on or about July 1, 2024 to shareholders of record of the Company’s common stock as of the close of business on June 24, 2024.

At the Annual Meeting, shareholders will vote on the following matters:

•  the election of nine director nominees to serve a one-year term expiring at the 2025 annual meeting of shareholders;

•  the approval, on an advisory basis, of the Company’s executive compensation, or the “Say on Pay” vote;

•  the approval of the Company’s 2024 Equity and Incentive Compensation Plan;

•  the ratification of Grant Thornton LLP’s appointment to serve as our independent registered public accounting firm for fiscal year 2025; and

•  the transaction of any other business properly presented at the Annual Meeting.

The accompanying Proxy Statement contains other important information that you should read and consider before you vote. For additional related information, please refer to the “Important Notice Regarding the Availability of Materials for the Shareholder Meeting to be held on August 15, 2024” in the accompanying Proxy Statement.

Your vote is important. Even if you plan to attend the Annual Meeting, your prompt cooperation in voting in advance is greatly appreciated. Thank you in advance for voting and for your support of the Company.

By Order of the Board of Directors,

Luke E. Alverson

Senior Vice President,

General Counsel and Secretary

July 1, 2024

VOTE IN ONE OF FOUR WAYS:

Internet

Visit the website shown on the Notice of Internet Availability of Proxy Materials or proxy card

By Telephone

Call the telephone number shown on your proxy card

By Mail

Complete, sign, date and return your proxy card in the envelope provided

At The Meeting

Visit www.virtualshareholdermeeting.com/CSWI2024 and follow the instructions.

If your shares are held by a bank, broker or other holder of record, please refer to their instructions to see which voting methods are available to you.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD AUGUST 15, 2024: This Proxy Statement and the Annual Report to Shareholders are available at www.proxyvote.com.

 | 2024 Proxy Statement

Sustained
multi-year
revenue growth

Consistently demonstrating growth in excess of end markets served

•   Total revenue CAGR of 17.8% from FY19 through FY24

•   Organic revenue CAGR of 10.1% from FY19 through FY24

Robust

margin

profile

Robust margin profile provided by niche products, applications, and solutions

•   43.6% adjusted gross profit margin annual average FY19 - FY24

•   22.7% adjusted EBITDA margin annual average FY19 - FY24

Strong balance sheet and financial results

Strong financial position supports incremental organic and inorganic growth

•   ~0.7x leverage (Debt/EBITDA), ~$356MM liquidity at 3/31/24

•   $200.0MM adjusted EBITDA, and 25.2% adjusted EBITDA margin in FY24

Experienced leadership team

Demonstrated track record of leading public companies

•   Dedicated to enhancing shareholder value

•   Committed to exemplifying CSWI’s culture and values

Driving

long-term shareholder

value

Disciplined and strategic capital allocation policy enhances shareholder value

•   ~$610MM cumulative investment in acquisitions completed FY16 through FY24

•   ~$190MM cash returned to shareholders since 3Q18, in the form of dividends and share repurchases

•   ~770% total shareholder return since inception

 | 2024 Proxy Statement

We achieved the following financial results in fiscal 2024 (comparisons to fiscal 2023):

Revenues

$792.8m

+4.6%

Adjusted

EBITDA*

$200.0m

+14.9%

Adjusted

EPS*

$7.01

+13.1%

Operating Cash Flow

$164.3m

+35.2%

*  EBITDA is comprised of earnings (net income) before interest, taxes, depreciation and amortization. Please see GAAP and Non-GAAP Reconciliations in Exhibit B.

 | 2024 Proxy Statement

 Board Independence

•  Eight of our nine director nominees are independent

•  Our CEO is our only management director

•  All board members are elected annually

•  The Board annually assesses and evaluates its performance and the performance of its committees

•  The Nominating & Corporate Governance Committee leads the full Board in considering board member competencies in light of Company strategy

•  Our Corporate Governance Guidelines maintain an age-based retirement limit for directors at age 73

•  Our directors have a diverse mix of backgrounds, qualifications, skills and experiences that we believe contribute to a well-rounded Board that is positioned to effectively oversee our strategy

•  33% of our director nominees are female and/or diverse following recent director appointments for succession planning purposes, and we have a plan to increase our diversity

•  We have three committees — Audit; Compensation & Talent Development; and Nominating & Corporate Governance

•  All committees are composed entirely of independent directors

•  Our Board has a lead independent director that works closely with our Chairman, CEO and President in fulfilling responsibilities and duties

•  Our lead independent director chairs executive sessions of the independent directors, among other duties

•  Our Nominating & Corporate Governance Committee oversees our Environmental, Social & Governance (ESG) Program

•  Our Board is responsible for enterprise risk oversight and has committees designated to oversee specific key risks

•  Our Audit Committee oversees administration of the Company’s Enterprise Risk Management (ERM) Program for the assessment and mitigation of key risks

•  We encourage open communication and strong working relationships among the lead independent director, Chairman and other directors

•  Our directors have direct and unrestricted access to management and other employees

•  Our directors and executive officers are subject to robust stock ownership requirements

 | 2024 Proxy Statement

Time and Date

10:00 a.m., Central Time

Thursday, August 15, 2024

Location

Via live webcast at
www.virtualshareholdermeeting.com/CSWI2024

Record Date

June 24, 2024

Via the Internet

Visit the website

shown on the Notice of
Internet Availability of Proxy
Materials or proxy card

By Telephone

Call the telephone number
shown on your proxy card

By Mail

Complete, sign, date and
return your proxy card in
the envelope provided

At the Meeting

Visit www.virtualshareholdermeeting.com/ CSWI2024

Proposal

1. Election of Directors

2. Advisory Vote on Executive Compensation

3. Approval of 2024 Equity and Incentive Compensation Plan

4. Ratification of Auditors

 | 2024 Proxy Statement

In fiscal 2024, we met with

investors representing

How we engage

with investors

Topics regularly discussed

with investors

57%

of our outstanding shares

We engage with analysts and shareholders through investor and analyst conferences, quarterly earnings calls, our investor relations website, and individual visits, meetings, and calls

We regularly report our investors’ views, comments, and concerns to our Board of Directors, and all of our Board committees consider these perspectives in conducting committee business

•   Capital allocation

•   Strategy and risk management

•   Macro trends and long-term outlook

•   Financial performance

•   Segment performance

•   Corporate governance

•   Senior leadership team

•   Margin leverage

•   Executive compensation

•   ESG and sustainability matters

79%

of our actively held shares

80%

of our top 20 active investors

 | 2024 Proxy Statement

Director

Since

Robert M. Swartz

(Lead Independent

Director)

 | 2024 Proxy Statement

Align Long-Term
Executive and
Shareholder
Interests

Pay Element

Base Salary

Reward Current Performance

Attract and Retain

Annual Incentive

Shareholder Alignment

Reward Current Performance

Attract and Retain

Long-Term

Equity Incentive

Shareholder Alignment

NEO average

target grant value

Drive Future Performance

Attract and Retain

Shareholder Alignment

NEO average

target grant value

Drive Future Performance

Attract and Retain

 | 2024 Proxy Statement

What We Do

What We Don’t Do

Promote a strong pay for performance plan design

No hedging, pledging, or short sales of stock permitted

Regularly benchmark executive compensation against peers of comparable size, complexity, and industry

No change in control excise tax gross ups

Maintain meaningful stock ownership guidelines for our directors and executive officers

No option repricing without shareholder approval

Have double trigger requirements on cash payments following a change in control

No perquisites offered, other than those generally provided to all employees

Conduct an annual compensation risk review

No dividends paid and no voting rights on unvested performance-based equity awards

Provide reasonable and standardized benefits upon severance or change in control

No duplication of metrics in annual and long-term incentive plans

Engage an independent compensation consultant

No supplemental executive retirement plans

Maintain an incentive compensation “clawback” policy

 | 2024 Proxy Statement

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL NOMINEES TO SERVE AS DIRECTORS.

 | 2024 Proxy Statement

89%

Independence

33%

Diversity

6.1

Tenure

64.8

Age

 3/9 gender or racially

 diverse

 6/9 Five or more years

2/9 59 and under

3/9 60-64

1/9 65-69

3/9 70-73

 | 2024 Proxy Statement

Executive Leadership

Finance/Accounting

Industry/End Market Knowledge

Corporate Development & Strategy

Risk Management

Cybersecurity and Information

Global Business

Sales & Marketing

Corporate Governance

Human Capital Management

= Experience 

= Expertise

 | 2024 Proxy Statement

Board Diversity Matrix (As of June 30, 2024)

Total Number of Directors: 9

Part I: Gender Identity

Directors

Part II: Demographic Background

African-American or Black

Alaskan Native or Native American

Asian

Hispanic or Latinx

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBTQ+

Did Not Disclose Demographic Background

 | 2024 Proxy Statement

Joseph B. Armes

Chairman, CEO and President, CSW Industrials

Professional Highlights

Mr. Armes has served as Chief Executive Officer and Chairman of the Board of the Company since September 2015, and as President of the Company since February 2018. Prior to the Company’s spin-off in September 2015 from Capital Southwest Corporation, Mr. Armes served as the Chief Executive Officer and President of Capital Southwest Corporation from June 2013 to September 2015, and as Chairman of the Board from January 2014 through August 2017.

Key Skills and Qualifications

We believe Mr. Armes is well qualified to serve as a director due to his position as the Company’s Chief Executive Officer, which provides the Board with knowledge of the Company’s day-to-day operations. Mr. Armes also has broad executive and board leadership experience, finance and accounting expertise, compliance and governance expertise, and corporate development experience, all of which support the Company’s strategic growth plans.

Other Public Company Directorships

•   Switchback Energy Acquisition Corp. (2019-2021)

•   RSP Permian, Inc. (2013-2018)

•   Capital Southwest Corporation (2013-2017)

Age: 62

Director Since:

September 2015

CSWI Board Committee(s):

•  None

Darron K. Ash

CEO, Sammons Enterprises, Inc.

Professional Highlights

Mr. Ash has served as Chief Executive Officer of Sammons Enterprises, Inc., a diverse global holding company, since January 2023. Mr. Ash joined Sammons Enterprises in June 2006 as its Chief Financial Officer, and in June 2015 was appointed to the Executive Committee of Sammons Enterprises’ board of directors, on which he continues to serve. Since June 2015, Mr. Ash has also served as Chairman and Chief Executive Officer of Sammons Industrial, which is the parent company of Sammons Enterprises’ industrial investments and operating companies. Mr. Ash began his career in public accounting, and prior to joining Sammons Enterprises, he served in financial leadership roles in the private equity, consumer products manufacturing, professional services, and real estate sectors.

Key Skills and Qualifications

We believe Mr. Ash is well qualified to serve as a director due to his executive and board leadership experience and his deep financial and operational expertise. Mr. Ash’s experience and expertise leading complex, global organizations, as well has his corporate development experience and investment acumen, provides the Board with unique insight into the Company’s growth opportunities and positions him well to support the Company’s growth strategy and manufacturing optimization focus.

Age: 59

Director Since:

June 2024

INDEPENDENT

CSWI Board Committee(s):

•  Compensation & Talent Development

 | 2024 Proxy Statement

Michael R. Gambrell

Former EVP, The Dow Chemical Company

Professional Highlights

Mr. Gambrell had a 37-year career at The Dow Chemical Company, a publicly traded chemicals company (now Dow, Inc.), most recently serving as an Executive Vice President and an advisor to the Chairman and CEO of Dow. During his time at Dow, Mr. Gambrell served on the company’s Executive Leadership Committee, Strategy Board, Sustainability Team, and Geographic Leadership Council, and he was an ex officio member of the Board’s Environment, Health and Safety Committee. In 2012, Mr. Gambrell founded GamCo, LLC, a privately-held company providing advisory services to public, private equity, and start-up companies as well as non-profit organizations. He served as Chairman of the Campbell Institute from 2012 to 2015, and as a director and member of the Executive Committee and Strategic Planning Committee of the National Safety Council from 2011 to 2015.

Key Skills and Qualifications

We believe Mr. Gambrell is well qualified to serve as a director due to his executive and board leadership experience and his extensive knowledge of the chemicals industry, which provide a global perspective and deep understanding of the Company’s products, customers, end markets, competitive landscape, and operational challenges and opportunities. In addition, Mr. Gambrell has extensive corporate development experience and integration expertise, as well as knowledge and experience in addressing health, safety and environmental issues, which provides the Board unique insight into the Company’s strategic growth plans.

Other Public Company Directorships

•   TRW Automotive Inc. (2007-2015)

Age: 70

Director Since:

September 2015

INDEPENDENT

CSWI Board Committee(s):

•  Compensation & Talent Development 

•  Nominating & Corporate Governance (Chair)

Bobby Griffin

Chief Diversity, Equity & Inclusion Officer,
Rockwell Automation

Professional Highlights

Mr. Griffin has served as Chief Diversity, Equity & Inclusion Officer of Rockwell Automation, Inc. since February 2021. Prior to that role and beginning in 2017, Mr. Griffin served as Vice President of Diversity and Inclusion at CBRE Group, Inc., and prior to that served as Global Director of Diversity and Inclusion at Flowserve Corporation. Additionally, Mr. Griffin held various human resources and business partner leadership positions in Fortune 100 companies, including Coca-Cola Enterprises and Merck & Co.

Key Skills and Qualifications

We believe Mr. Griffin is well qualified to serve as a director due to his notable expertise in corporate culture, organizational health, diversity & inclusion, talent management, leadership development, and compensation and benefits, which provides the Board a valuable perspective on the Company’s core values and employee-centric culture. His experience also provides strategic insight into the Company’s leadership development, human capital management, and organizational design opportunities in support of the Company’s strategic growth plans.

Age: 57

Director Since:

December 2021

INDEPENDENT

CSWI Board Committee(s):

•  Compensation & Talent Development

•  Nominating & Corporate Governance

 | 2024 Proxy Statement

Terry L. Johnston

Former EVP & COO, Commercial Segment,
Lennox International

Professional Highlights

Mr. Johnston was Executive Vice President and Chief Operating Officer of the Commercial Segment of Lennox International Inc., a leading international provider of heating and cooling systems and technologies for residential and commercial applications, from 2013 until October 2019. Before assuming that position, Mr. Johnston held roles of increasing responsibility with Lennox International from the time he joined the company in 2001. Prior to his time with Lennox International, Mr. Johnston spent 20 years with General Electric Company, serving primarily in marketing and commercial leadership roles.

Key Skills and Qualifications

We believe Mr. Johnston is well qualified to serve as a director due to his executive leadership experience and extensive knowledge of the Company’s served industrial markets. In addition, Mr. Johnston has extensive global experience, strategic planning experience, and operational and commercial expertise, which provides the Board with a global perspective and positions him well to support the Company’s growth strategy and manufacturing optimization focus.

Age: 66

Director Since:

January 2017

INDEPENDENT

CSWI Board Committee(s):

•  Audit

•  Nominating & Corporate Governance

Linda A. Livingstone, Ph.D.

President, Baylor University

Professional Highlights

Dr. Livingstone is President of Baylor University, a position she has held since June 2017. From August 2014 through May 2017, she served as Dean of The George Washington University School of Business, and she previously served as Dean of the Graziadio School of Business and Management at Pepperdine University for twelve years. Dr. Livingstone began her academic career at Baylor University, where she served for eleven years as an Assistant and then Associate Professor of Management, which included serving for four years as Associate Dean for Graduate Programs. Dr. Livingstone currently serves on the board of directors and as a member of the Executive Committee for each of the American Council on Education and the Big 12 Conference. She also serves on the NCAA Board of Governors and the NCAA Division 1 board of directors, as well as the board of directors of Independent Colleges and Universities of Texas.

Key Skills and Qualifications

We believe Dr. Livingstone is well qualified to serve as a director due to her extensive executive leadership experience, as well as experience as an administrator and educator in the field of business administration, all of which provide the Board a valuable perspective on organizational development, corporate governance, information security, executive compensation and leadership development matters.

Age: 64

Director Since:

September 2015

INDEPENDENT

CSWI Board Committee(s):

•  Compensation & Talent Development

•  Nominating & Corporate Governance

 | 2024 Proxy Statement

Anne B. Motsenbocker

Former Managing Director, J.P. Morgan Chase

Professional Highlights

Ms. Motsenbocker is a former Managing Director of J.P. Morgan Chase, a global financial services company. She retired from J.P. Morgan Chase in February 2021 after a 36-year career with the firm, serving most recently as Managing Director and functional CEO of the Southwest Region of the Commercial Bank. Prior to that position, she held roles of increasing responsibility at J.P. Morgan Chase, including National Head of Multinational Corporations, President of Dallas Region Middle Market Bank, and Head of the Dallas Region of the Private Bank. From 2016 to 2022, Ms. Motsenbocker was a director of Children’s Health System of Texas, where she served as the chair of the HR and Compensation Committee and as a member of the Audit Committee. She also serves on the boards of the National Kidney Foundation, United Way Foundation of Metropolitan Dallas, NACD North Texas Chapter, and Economic Mobility Systems.

Key Skills and Qualifications

We believe Ms. Motsenbocker is well qualified to serve as a director due to her executive and board leadership experience and her strategic and financial acumen. Ms. Motsenbocker’s extensive experience in advising companies in the development and implementation of capital strategies, managing risk, achieving operational excellence, and growing organically and inorganically positions her well to support the Company’s strategic growth plans.

Other Public Company Directorships

•   U.S. Physical Therapy, Inc. (2022-Present)

Age: 62

Director Since:

June 2022

INDEPENDENT

CSWI Board Committee(s):

•  Audit (Chair)

•  Compensation & Talent Development

Robert M. Swartz

Former EVP & COO, Glazer’s, Inc.

Professional Highlights

From January 2011 until June 2016, Mr. Swartz served as the Executive Vice President and Chief Operating Officer for Glazer’s, Inc., a privately-held distributor of wines and spirits, prior to Glazer’s combination with Southern Wine and Spirits. For the remainder of 2016, Mr. Swartz oversaw the integration of the combined company, Southern Glazer’s Wine and Spirits of America. Since January 2017, Mr. Swartz has served as a member of the Board of Managers of Glazer’s Beer & Beverage, LLC. Since 2018, Mr. Swartz has been a partner in Northaven Capital Partners, a lower middle market private equity firm focused on businesses headquartered in the southwestern U.S. He also serves as an operating partner with Concentric Equity Partners and is active in several investments within service and distribution industries. Additionally, Mr. Swartz served in various executive positions at Centex Corporation from 1999 to 2007. Mr. Swartz has served as the Company’s Lead Independent Director since September 2015.

Key Skills and Qualifications

We believe Mr. Swartz is well qualified to serve as a director due to his experience and expertise in corporate development, finance, and accounting. Mr. Swartz also has extensive executive and board leadership experience as well as deep operational expertise that provides the Board with insight into the Company’s operations and leadership development opportunities.

Other Public Company Directorships

•   Resolute Energy Corporation (2009-2015)

Age: 72

Director Since:

September 2015

INDEPENDENT

CSWI Board Committee(s):

•  Audit

•  Nominating & Corporate Governance

 | 2024 Proxy Statement

J. Kent Sweezey

Founding Partner, Turnbridge Capital, LLC

Professional Highlights

Mr. Sweezey is a founding partner of Turnbridge Capital, LLC, an energy services, equipment and infrastructure-focused private equity firm, which was founded in 2008. Prior to co-founding Turnbridge Capital, Mr. Sweezey served as the Managing Partner of Centre Southwest Partners, LLC, a middle-market private equity firm focused primarily on energy services and equipment-related investments. Prior to his time with Centre Southwest Partners, Mr. Sweezey was with Donaldson, Lufkin & Jenrette (“DLJ”) and its successor firm, Credit Suisse First Boston, where he focused on transactions in the energy sector, as well as in the consumer products, building products, and manufacturing sectors. Mr. Sweezey was also involved in DLJ’s early principal investing activities through its investments in Seven-Up Company, Dr Pepper/Seven-Up Companies, and Dr Pepper Bottling Company of Texas, where he served on the board of directors from 1989 to 1999.

Key Skills and Qualifications

We believe Mr. Sweezey is well qualified to serve as a director due to his executive leadership experience, strategic acquisition and financial expertise, and governance expertise. His extensive experience in corporate development matters positions him well to support the execution of the Company’s growth strategy and capital allocation plans.

Age: 71

Director Since:

December 2016

INDEPENDENT

CSWI Board Committee(s):

•  Audit

•  Compensation & Talent Development (Chair)

 | 2024 Proxy Statement

 Board Independence

•  Eight of our nine director nominees are independent

•  Our CEO is our only management director

•  All board members are elected annually

•  The Board annually assesses and evaluates its performance and the performance of its committees

•  The Nominating & Corporate Governance Committee leads the full Board in considering board member competencies in light of Company strategy

•  Our Corporate Governance Guidelines maintain an age-based retirement limit for directors at age 73

•  Our directors have a diverse mix of backgrounds, qualifications, skills and experiences that we believe contribute to a well-balanced Board that is positioned to effectively oversee our strategy

•  33% of our director nominees are female and/or diverse following recent director appointments for succession planning purposes, and we have a plan to increase our diversity

•  We have three committees – Audit; Compensation & Talent Development; and Nominating & Corporate Governance

•  All committees are composed entirely of independent directors

•  Our Board has a lead independent director that works closely with our Chairman, CEO and President in fulfilling responsibilities and duties

•  Our lead independent director chairs executive sessions of the independent directors, among other duties

 Environmental,

 Social & Governance

 Oversight

•  Our Nominating & Corporate Governance Committee oversees our Environmental, Social & Governance (ESG) Program

•  Our Board is responsible for enterprise risk oversight and has committees designated to oversee specific key risks

•  Our Audit Committee oversees administration of the Company’s Enterprise Risk Management (ERM) Program for the assessment and mitigation of key risks

•  We encourage open communication and strong working relationships among the lead independent director, Chairman and other directors

•  Our directors have direct and unrestricted access to management and other employees

•  Our directors and executive officers are subject to robust stock ownership requirements

 | 2024 Proxy Statement

Lead Independent Director Responsibilities

•   Provide leadership to the independent board members

•   Provide support and advice to the Chairman and CEO

•   Preside over executive sessions of the independent board members

•   Collaborate with the Chairman and CEO on board meeting agendas

•   Oversee director recruiting

•   Coordinate the Board’s self-assessment processes

Members and Other Information

Committee Chair:

Anne Motsenbocker

Other Members:

Terry Johnston

Robert Swartz

Kent Sweezey

•  Engage the Company’s independent auditors and approve the scope of the annual external audit

•  Approve any audit and non-audit services provided by the independent auditor

•  Meet regularly with the independent auditors in executive session to discuss audit reports and auditor recommendations on a confidential basis

•  Oversee financial reporting processes, including the integrity of the Company’s financial statements and compliance with legal and regulatory requirements

•  Oversee internal controls matters, which includes information security and cybersecurity risk

•  Oversee the Company’s compliance program, including the Company’s Code of Business Conduct and Ethics

•  Oversee management’s administration of the Enterprise Risk Management program

5 Meetings in Fiscal 2024

 | 2024 Proxy Statement

Members and Other Information

Committee Chair:

Kent Sweezey

Other Members:

Darron Ash

Michael Gambrell

Bobby Griffin

Linda Livingstone

Anne Motsenbocker

4 Meetings in Fiscal 2024

•  Establish executive compensation for the Company’s officers, including compensation philosophy

•  Oversee risk management related to the Company’s executive compensation programs

•  Administer the Company’s equity and incentive compensation plan

•  Review executive performance, management succession plans and talent development

•  Oversee the Company’s Diversity & Inclusion program and related initiatives

•  Recommend changes in director compensation to the Board

Members and Other Information

Committee Chair:

Michael Gambrell

Other Members:

Bobby Griffin

Terry Johnston

Linda Livingstone

Rob Swartz

4 Meetings in Fiscal 2024

•  Identify and recommend candidates for membership to the Board

•  Recommend to the Board candidates for Chairman of the Board and Chief Executive Officer

•  Manage risks associated with board independence and potential conflicts of interest

•  Establish corporate governance principles and policies, including overseeing the Company’s Corporate Governance Guidelines

•  Oversee the Company’s ESG program and related initiatives

•  Oversee the Board and committee self-evaluation process

 | 2024 Proxy Statement

New Director Orientation

When a new director joins the Board, the Company provides an interactive, customized orientation and onboarding program. After completing the program, new directors should understand the Company’s strategy, reportable segments and product brands, organizational structure, leadership team, and Company resources available to them to help them be successful in their new role. This helps new directors quickly engage with other board members and executive leadership and best fulfil their responsibilities and fiduciary duties as directors.

Continuing Education

Outside of the Boardroom

 | 2024 Proxy Statement

Enterprise Risk Assessment

•  Each risk is evaluated for likelihood, impact, and control effectiveness, and risk tolerance data is collected

•  Prioritized risks listing assembled using analyzed respondent data

•  “Dashboards” developed for each prioritized risk, identifying risk owner, key risk indicators, and risk prevention and mitigation actions

•  The Company’s “risk culture” is evaluated for continual improvement

 | 2024 Proxy Statement

Spotlight on Cybersecurity

Cybersecurity is a critical component of the Company’s Enterprise Risk Management program. The Company has established an information security framework to help safeguard the confidentiality, integrity, and access of its information assets and to ensure regulatory, contractual, and operational compliance. The Board oversees cybersecurity risk, and the Audit Committee oversees information security compliance as part of its broader compliance oversight mandate. Together they ensure that the Board has a comprehensive view of the Company’s cybersecurity risk profile and framework.

The Board receives cybersecurity updates from senior management, including our head of Information Technology, at least twice per year, and the Audit Committee receives quarterly reports on any notable incidents or control issues that may have occurred during the quarter. The Company has experienced, and expects to continue experiencing, cyber threats and incidents; however, to date, no incidents have been material to the Company, and expenses incurred in response to incidents have been immaterial in any given fiscal year.

Corporate Sustainability lies at the heart of our culture and speaks directly to our ACT. RISE. core values

Our N&CG Committee has primary oversight responsibility for our ESG program.

Our Board and its committees engage at least quarterly with our executive team members having responsibility to present and discuss various ESG topics. In the past year, management has presented to the Board and its committees on initiatives such as business continuity, environmental compliance, employee health and safety, gender pay equity, diversity and inclusion, and employee welfare programs.

Our Audit Committee and Board have direct engagement with ESG risk areas through our robust ERM program.

Reducing overall energy consumption as a percentage of sales and increasing the amount of consumed electricity that is generated from renewable sources, such as solar and wind

 | 2024 Proxy Statement

Reducing solid, liquid and air discharges, including continuing and increasing our efforts to improve air quality by reducing VOC emissions

Reducing the amount of scrap and non-recyclable waste generated by our operations by increasing the use of rework and recycled metal and materials

Increasing ISO 9001 and 14001 certifications at manufacturing facilities

Expanding LEED certifications for product categories

Increasing usage of CSWI-produced environmentally-friendly lubricants in manufactured mechanical products

Increasing usage of environmentally-friendly cleaners and chemicals in manufacturing processes

Reducing hazardous waste generation as a percentage of finished goods

Continued to promote equal employment opportunities in all our operations, which begins with employee recruiting process and continues through our employees’ relationship with the Company.

Continued to provide Company-subsidized medical, dental, vision, life, short-term and long-term disability insurance plans, as well as paid supplemental life and accident insurance plans.

Assessed employee engagement through targeted surveys, providing feedback on subjects including safety, communications, diversity and inclusion, performance management, development opportunities, respect and recognition and management support, with 75% of our employees participating in our fiscal 2024 survey conducted through Great Place to Work^®. In February 2024, we received the Great Place to Work^® Certification^TM for the second consecutive year.

Continued to provide developmental opportunities to help our employees build the skills necessary to reach their career goals, including on-the-job training, online learning, professional memberships, and leadership and management training.

Achieved a Company-wide voluntary retention rate of 83%, well in excess of manufacturing industry averages.

Held our third annual Safety Awareness Month with supplemental training.

 | 2024 Proxy Statement

 | 2024 Proxy Statement

business transactions with other companies in which a related person’s only relationship is as an employee, director or less-than-10% beneficial owner if the amount of business falls below the thresholds in Nasdaq’s listing standards and the Company’s director independence standards; and

charitable contributions, grants or endowments to a charitable organization where a related person is an employee if the aggregate amount involved does not exceed the greater of $1 million or 2% of the organization’s total annual receipts.

 | 2024 Proxy Statement

Annual Director Compensation Element

Cash Retainer

Equity Compensation (annual target value)

Lead Independent Director Retainer

Audit Committee Chair Retainer

Compensation & Talent Development Committee Chair Retainer

Nominating & Corporate Governance Committee Chair Retainer

Non-Chair Committee Member Retainers:

Audit

Compensation & Talent Development

Nominating & Corporate Governance

 | 2024 Proxy Statement

Name

Darron Ash⁽³⁾

Michael Gambrell

Bobby Griffin

Terry Johnston