Board Committees

The Board maintains an Audit Committee, a Compensation & Talent Development Committee (“Compensation Committee”) and a N&CG Committee. Only independent directors are eligible to serve on these standing Board committees. Each committee is governed by a written charter, all of which are available on the Company’s website at www.cswindustrials.com under “Investors — Corporate Governance.”

The Board has determined that all members of all committees meet the independence standards of the SEC and NASDAQ, including the heightened independence requirements for certain committee members.

Audit Committee

Members and Other Information

Primary Oversight Responsibilities

Committee Chair:

William Quinn

 

Other Members:

Terry Johnston

Robert Swartz

J. Kent Sweezey

Debra von Storch

 

5 Meetings in Fiscal 2021

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

 

The Board has determined that Mr. Quinn qualifies as an audit committee financial expert under SEC rules. The Board has also determined that all members of the Audit Committee are financially sophisticated within the meaning of NASDAQ’s corporate governance requirements.

 

Nominating & Corporate Governance Committee

Members and Other Information

Primary Oversight Responsibilities

Committee Chair:

Robert Swartz

 

Other Members:

Michael Gambrell

Terry Johnston

 

3 Meetings in Fiscal 2021

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

Compensation & Talent Development Committee

Members and Other Information

Primary Oversight Responsibilities

Committee Chair:

Linda Livingstone

 

Other Members:

Michael Gambrell

William Quinn

J. Kent Sweezey

 

7 Meetings in Fiscal 2021

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 management succession plans

Recommend changes in director compensation to the Board

 

Oversight of the Executive Compensation Program

The Compensation Committee administers our executive compensation programs and has overall responsibility for setting the compensation for our CEO and Named Executive Officers. Consistent with NASDAQ corporate governance requirements, the Compensation Committee is composed entirely of independent, non-employee members of the Board.

The Compensation Committee is also responsible for reviewing management succession plans and for recommending changes in director compensation to the Board. The Compensation Committee periodically reviews the organizational design, management development plans and managerial capabilities of the Company. The Compensation Committee also prepares and issues the Compensation & Talent Development Committee Report included in this proxy statement.

The Compensation Committee has retained Longnecker & Associates (“Longnecker”) as its independent executive compensation consultant. Longnecker assists and advises the Compensation Committee on certain aspects of our executive compensation program, and it provides no other services to the Company. The services Longnecker provides include:

providing and analyzing competitive market compensation data;

analyzing the effectiveness of executive compensation programs and making recommendations, as appropriate;

analyzing the appropriateness of the compensation comparator group (discussed below); and

evaluating how well our compensation programs adhere to the philosophies and principles stated below under “—Executive Compensation Program Objectives and Principles.”

Compensation Committee Interlocks and Insider Participation

During fiscal 2021, the members of the Compensation Committee included Dr. Livingstone (Chair), Mr. Gambrell, Mr. Quinn, and Mr. Sweezey. None of the members of the Compensation Committee were formerly an officer of the Company or were at any time during fiscal 2021 an officer or employee of the Company. None of our executive officers serve as a member of the board of directors or a compensation committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

 

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