Executive Compensation Highlights

Executive Compensation Program Objectives and Elements

The Compensation Committee has designed our executive compensation program to support CSWI’s growth strategy. Our key executive compensation objectives are:

 

 

In furtherance of these objectives, the Compensation Committee maintains a thoughtful approach to our executive compensation program design and governance practices. The following table summarizes these practices.

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 stockholder approval

Have double trigger requirements for 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

 

 

Our executive compensation program is based on the following foundational elements:

Element

Form

Compensation Objective Addressed

Base Salary

Cash

Reward Current Performance

 

 

Attract and Retain

Annual Incentive

Performance Cash Award

Stockholder Alignment

 

 

Reward Current Performance

 

 

Attract and Retain

Long-Term Equity Incentive

Performance Shares

Stockholder Alignment

Drive Future Performance

Attract and Retain

 

 

 

 

Restricted Stock

Stockholder Alignment

 

Drive Future Performance

 

Attract and Retain

 

 

 

 

Fiscal 2021 Executive Total Target Compensation Mix

 

Fiscal 2021 Executive Compensation Summary

Name and

Principal Position

Salary

($)

Bonus

($)

Stock

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Joseph B. Armes

Chairman, CEO & President

580,672

 

1,775,967

1,200,000

4,664

61,861

3,623,164

James E. Perry

Executive VP, CFO

311,077

 

873,821

400,000

30,062

1,614,960

Donal J. Sullivan

Executive VP & General
Manager, Industrial Products

366,593

52,470

583,908

347,530

58,216

1,408,717

Craig J. Foster*

Former Senior VP & General Manager, Specialty Chemicals

331,660

 

319,110

177,465

58,946

887,181

Luke E. Alverson

Senior VP, General Counsel & Secretary

299,601

 

327,317

250,000

60,546

937,464

 

*

Mr. Foster’s employment with the Company ended on May 31, 2021.

 

 

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