DEF 14A of CSW Industrials, Inc., Jul 17, 2025

DEF 14A of CSW Industrials, Inc.

Filed Jul 17, 2025 · FY20250001193125-25-160208

Open on EDGAR

  1. Governance Highlights

    Governance Highlights Our Board of Directors is committed to sound governance practices, including the following:

  2. Governance Highlights

    | Director Independence | • Seven of our eight director nominees are independent • Our CEO is our only management director | | Board Composition | • 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 • 38% of our director nominees are female and/or diverse | | Board Committees | • We have three committees — Audit; Compensation & Talent Development; and Nominating & Corporate Governance • All committees are composed entirely of independent directors | | Leadership Structure | • 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 | | Risk Oversight | • 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 | | Open Communication | • 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 | | Stock Ownership | • Our directors and executive officers are subject to robust stock ownership requirements |

  3. Governance Highlights

    | | | 2025 Proxy Statement | 3 |

  4. Governance Highlights

    This summary highlights selected information that is discussed in more detail elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement and the Annual Report on Form 10-K for the year ended March 31, 2025 carefully before voting. References in this Proxy Statement to “we,” “us,” “our,” “the Company,” and “CSW” refer to CSW Industrials, Inc. and its consolidated subsidiaries.

  5. Election of Directors

    Election of Directors The Company’s Board currently consists of nine directors. Robert Swartz will retire from the Board effective at the conclusion of the 2025 Annual Meeting, as he has reached the mandatory retirement age of 73 under our Corporate Governance Guidelines. Mr. Swartz is one of our inaugural directors and has served as our lead independent director since we became an independent public company in September 2015. Mr. Swartz has contributed meaningfully to making the Company what it is today, and we thank Mr. Swartz for his ten years of distinguished service and the leadership he has provided to the Company during his tenure. The Board has nominated Joseph Armes, Darron Ash, Michael Gambrell, Bobby Griffin, Terry Johnston, Linda Livingstone, Anne Motsenbocker, and Kent Sweezey, whose terms of office are expiring at this 2025 Annual Meeting, to serve a one-year term that will expire at the 2026 annual meeting of shareholders. Immediately following the vote for election of directors at the 2025 Annual Meeting, the number of directors on the Board will be reduced from nine to eight. All nominees were elected by shareholders at the 2024 annual meeting. Biographical information regarding the nominees is provided on the following pages.

  6. Required Vote and Recommendation

    Required Vote and Recommendation Our Bylaws provide that, in an uncontested election, each director nominee be elected by a majority of the votes cast in person or represented by proxy. This means that the number of shares cast “for” a nominee’s election must exceed the number of votes “withheld” from that nominee. If this were a contested election, the directors would be elected by a plurality of the votes cast, meaning the nominees receiving the largest number of “for” votes would be elected. For more information, see “General Voting and Meeting Information—Voting—Counting of Votes.” Our Corporate Governance Guidelines provide that in an uncontested election, any incumbent director who does not receive the affirmative vote of a majority of the votes cast must tender his or her resignation promptly after such election. The remaining independent directors of the Board, giving due consideration to the best interests of CSW and our shareholders, will then evaluate the relevant facts and circumstances and make a decision, within 30 days after election results are certified, on whether to accept the tendered resignation. The Board will promptly disclose publicly its decision and, if applicable, the reasons for rejecting the tendered resignation. The Board may fill any vacancy resulting from a director’s accepted resignation. The individuals named as proxies on the enclosed proxy card will vote your proxy “FOR” the election of these nominees unless you instruct otherwise or you withhold authority to vote for any one or more of the nominees. If any director is unable to stand for re-election, the Board may reduce the number of directors or choose a substitute nominee. The nominees have indicated their willingness to serve as directors, and we have no reason to believe the nominees will not be able to stand for re-election.

  7. Required Vote and Recommendation

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

  8. Required Vote and Recommendation

    | | | 2025 Proxy Statement | 9 |

  9. Nominees for Election

    Nominees for Election

  10. Nominees for Election

    | | 88% Independence | | 38% Diversity | | 6.8 Average Tenure | | 64.9 Average Age | | 7/8 | | 3/8 gender or racially diverse | | 5/8 five or more years | | 1/8 59 and under 3/8 60-64 2/8 65-69 2/8 70-73 | |

  11. What We Look for in Director Candidates

    What We Look for in Director Candidates Before considering director nominee candidates, the Nominating & Corporate Governance Committee (“N&CG Committee”) assesses whether the Board’s current size and composition are appropriate and whether any vacancies on the Board are expected due to retirement, age limits, or other factors. If additional directors are needed or vacancies are anticipated or otherwise arise, the N&CG Committee utilizes a variety of methods for identifying and evaluating possible nominees. The Company’s Corporate Governance Guidelines establish the criteria for board membership. As a starting point, the N&CG Committee assesses a director candidate’s judgment, skill, diversity, integrity, experience with business and other organizations of comparable size, and the interplay of the candidate’s experience with the experience of current board members. In evaluating these characteristics, and including diversity, the Board considers individual qualities and attributes, such as educational background, professional skills, business experience, and cultural viewpoint, as well as more categorical diversity metrics, such as race and ethnicity, gender, and age. The Board considers whether this evaluation process is effective in promoting diversity during its annual self-evaluation process.

  12. How We Identify Director Candidates

    How We Identify Director Candidates The Board considers various potential director candidates who come to the Board’s attention through professional search firms, current Board members, shareholders, or other sources. A shareholder who wants to recommend a candidate for election to the Board should submit a written notice, as required by the Company’s Bylaws, including the candidate’s name and qualifications to our Corporate Secretary, who will refer the recommendation to the N&CG Committee. The N&CG Committee facilitates the director candidate evaluation process and may require any shareholder-recommended candidate to furnish such other information as may reasonably be required to determine the candidate’s eligibility or to assist in evaluating the candidate. The N&CG Committee also may require the submission of a fully completed and signed questionnaire for directors and executive officers on the Company’s standard form and a written consent by the shareholder-recommended candidate to serve as a director, if so elected. All identified candidates, including shareholder-recommended candidates, are evaluated by the N&CG Committee and the full Board using generally the same methods and criteria, although those methods and criteria may vary from time to time depending on the N&CG Committee’s and the full Board’s assessment of the Company’s needs and current situation.

  13. How We Identify Director Candidates

    | 10 | | | 2025 Proxy Statement |

  14. Nominee Skill Sets

    Nominee Skill Sets

  15. Nominee Skill Sets

    | | | | | | | | | | | | | 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 | | | | | | | | |

  16. Nominee Skill Sets

    | | | 2025 Proxy Statement | 11 |

  17. Nominee Biographies

    Nominee Biographies

  18. Nominee Biographies

    | | 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: 63 Director Since: September 2015 CSW Board Committee(s): • None | |

  19. Nominee Biographies

    | | 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. From June 2015 to February 2024, Mr. Ash 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 as 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: 60 Director Since: June 2024 INDEPENDENT CSW Board Committee(s): • Audit • Compensation & Talent Development | |

  20. Nominee Biographies

    | 12 | | | 2025 Proxy Statement |

  21. Nominee Biographies

    | | 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: 71 Director Since: September 2015 INDEPENDENT CSW Board Committee(s): • Nominating & Corporate Governance (Chair) | |

  22. Nominee Biographies

    | | Bobby Griffin Chief Diversity & Inclusion Officer, Rockwell Automation Professional Highlights Mr. Griffin has served as Chief Diversity & 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: 58 Director Since: December 2021 INDEPENDENT CSW Board Committee(s): • Compensation & Talent Development • Nominating & Corporate Governance | |

  23. Nominee Biographies

    | | | 2025 Proxy Statement | 13 |

  24. Nominee Biographies

    | | 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: 67 Director Since: January 2017 INDEPENDENT CSW Board Committee(s): • Audit • Nominating & Corporate Governance | |

  25. Nominee Biographies

    | | 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. It is anticipated that Dr. Livingstone will assume the role of lead independent director upon reelection at the 2025 Annual Meeting. 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: 65 Director Since: September 2015 INDEPENDENT CSW Board Committee(s): • Compensation & Talent Development • Nominating & Corporate Governance | |

  26. Nominee Biographies

    | 14 | | | 2025 Proxy Statement |

  27. Nominee Biographies

    | | 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 Center. 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: 63 Director Since: June 2022 INDEPENDENT CSW Board Committee(s): • Audit (Chair) | |

  28. Nominee Biographies

    | | 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: 72 Director Since: December 2016 INDEPENDENT CSW Board Committee(s): • Audit • Compensation & Talent Development (Chair) | |

  29. Nominee Biographies

    | | | 2025 Proxy Statement | 15 |

  30. Director Independence

    Director Independence Our Corporate Governance Guidelines require that a majority of our directors satisfy applicable independence requirements set forth in New York Stock Exchange (the “NYSE”) listing rules and under applicable law(1). Only those directors who have no material relationship with the Company (except in their role as a director) are deemed independent. The Board has determined that, other than Mr. Armes, who is the Company’s Chairman, Chief Executive Officer and President, each member of the board meets the independence standards set forth in the applicable rules of the Securities and Exchange Commission (the “SEC”) and the NYSE.

  31. Director Independence

    | (1) As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 1, 2025, we voluntarily transferred our stock exchange listing to NYSE from Nasdaq. The listing and trading of the Company’s common stock on Nasdaq ended at market close on June 6, 2025, and listing and trading on the NYSE began at market open on June 9, 2025. |

  32. Director Independence

    | 16 | | | 2025 Proxy Statement |

  33. Director Independence

    Our Board of Directors is committed to sound governance practices, including the following:

  34. Director Independence

    | Director Independence | • Seven of our eight director nominees are independent • Our CEO is our only management director | | Board Composition | • 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 • 38% of our director nominees are female and/or diverse | | Board Committees | • We have three committees – Audit; Compensation & Talent Development; and Nominating & Corporate Governance • All committees are composed entirely of independent directors | | Leadership Structure | • 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 | | Risk Oversight | • 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 | | Open Communication | • 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 | | Stock Ownership | • Our directors and executive officers are subject to robust stock ownership requirements |

  35. Board and Committee Structure

    Board and Committee Structure

  36. Board Leadership Structure

    Board Leadership Structure The Board’s current leadership structure is characterized by:

  37. Board Leadership Structure

    | • | An engaged, qualified, and independent board; |

  38. Board Leadership Structure

    | • | A combined Chairman of the Board and Chief Executive Officer; |

  39. Board Leadership Structure

    | • | An independent, highly experienced lead independent director with well-defined responsibilities that support and facilitate the Board’s oversight responsibilities; and |

  40. Board Leadership Structure

    | • | A strong committee structure consisting entirely of independent directors with well-defined authority and risk oversight responsibilities. |

  41. Board Leadership Structure

    | | | 2025 Proxy Statement | 17 |

  42. Board Leadership Structure

    Mr. Swartz has served as the lead independent director since 2015. In connection with Mr. Swartz’s planned retirement, it is anticipated that Dr. Linda Livingstone will be appointed as the new lead independent director effective at the conclusion of the 2025 Annual Meeting. The lead independent director serves an important leadership and oversight role by providing input on the Board’s annual schedule and collaborating with the Chairman and CEO on the agendas for all board meetings. Additionally, the lead independent director provides support and advice to the Chairman and CEO, reinforcing the CEO’s reporting relationship and accountability to the Board. The Board believes it is important to retain flexibility to allocate the responsibilities of the positions of Chairman of the Board and Chief Executive Officer in a manner that it believes is in the best interests of the Company and its shareholders. The Board does not have a policy mandating that the Chief Executive Officer should or should not also serve as Chairman. Rather, the Board considers this issue as part of the CEO succession planning process, and the decision is based on its evaluation of current circumstances and the needs of the Company at the time it is considering candidates for the CEO role. Based on Mr. Armes’ significant knowledge of the Company, the Board has concluded that combining the roles of Chairman and Chief Executive Officer, along with the presence of a strong lead independent director, is in the best interests of the Company and its shareholders at this time to promote the pursuit of the Company’s business objectives and strategic growth plans.

  43. Board Leadership Structure

    | Lead Independent Director Responsibilities | | | • Provide leadership to the independent directors • Provide support and advice to the Chairman and CEO • Preside over executive sessions of the independent directors • Chair meetings of the Board in the absence of the Chairman of the Board | • Collaborate with the Chairman and CEO on board meeting agendas • Oversee director recruiting • Collaborate with the N&CG Committee on the Board’s self-evaluation processes |

  44. Nominating & Corporate Governance Committee

    | • | director compensation; |

  45. Director Compensation

    Director Compensation

  46. 2025 Director Compensation Elements

    2025 Director Compensation Elements The non-employee director compensation elements were last reviewed and adjusted in fiscal 2024 based on competitive benchmarking and market analysis, in consultation with the Compensation Committee’s independent compensation consultant, and remained unchanged for fiscal 2025. The following table shows the fiscal 2025 non-employee director compensation elements:

  47. 2025 Director Compensation Elements

    | Annual Director Compensation Element | Amount ($) | | Cash Retainer | 75,000 | | Equity Compensation (annual value) | 110,000 | | Lead Independent Director Retainer | 25,000 | | Audit Committee Chair Retainer | 20,000 | | Compensation & Talent Development Committee Chair Retainer | 15,000 | | Nominating & Corporate Governance Committee Chair Retainer | 10,000 | | Non-Chair Committee Member Retainers: | | | Audit | 10,000 | | Compensation & Talent Development | 8,000 | | Nominating & Corporate Governance | 8,000 |

  48. 2025 Director Compensation Elements

    The equity portion of non-employee director compensation is provided in the form of restricted stock of the Company. The Company typically makes annual non-employee director equity grants upon the directors’ reelection each year (grant values are prorated if a director joins the Board mid-year). The restricted stock, which fully vests on the earliest of the director’s reelection as a director, one year from the date of grant, the termination of the director’s service due to death or disability, or a change in control, has full voting rights and is eligible to receive dividends (if any) from the date of grant. Directors are also eligible to receive special additional compensation when performing services that are determined by the Board to be well above and beyond the normal director service requirements. The Board has not set a compensatory rate for these services, and no fees were paid for this purpose in fiscal 2025.

  49. 2025 Director Compensation Elements

    | 26 | | | 2025 Proxy Statement |

  50. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth information with respect to our non-employee director compensation for the fiscal year ended March 31, 2025. Compensation information for Mr. Armes is set forth below under “Executive Compensation—Summary Compensation Table.” Mr. Armes did not receive any additional compensation for his service as a director.

  51. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Darron Ash(3) | 75,748 | 112,792 | 188,540 | | Michael Gambrell | 88,000 | 112,792 | 200,792 | | Bobby Griffin | 91,000 | 112,792 | 203,792 | | Terry Johnston | 93,000 | 112,792 | 205,792 | | Linda Livingstone | 91,000 | 112,792 | 203,792 | | Anne Motsenbocker | 98,000 | 112,792 | 210,792 | | Robert Swartz | 113,000 | 112,792 | 225,792 | | Kent Sweezey | 100,000 | 112,792 | 212,792 |

  52. 2025 Director Compensation Table

    | (1) Eligible non-employee directors received an annual equity grant of 360 shares of restricted stock on August 15, 2024. The amounts shown in this column reflect the grant date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, “Compensation—Stock Compensation,” and are calculated using a price per share of $313.31, the closing market price of the Company’s common stock as quoted by Nasdaq on the date of grant. Equity grant valuations are discussed in Note 5 to the Company’s audited consolidated financial statements for the year ended March 31, 2025, in the Annual Report on Form 10-K filed with the SEC on May 22, 2025 (“Annual Report”). |

  53. 2025 Director Compensation Table

    | (2) The current non-employee directors each had 360 shares of restricted stock outstanding at March 31, 2025. The non-employee directors did not have any stock option awards outstanding at March 31, 2025. |

  54. 2025 Director Compensation Table

    | (3) Mr. Ash joined the Board in June 2024. Cash fees were prorated based on his term of service. |

  55. Compensation Objectives

    | | | | | | Align Long-Term Executive and Shareholder Interests | Reward Current Performance | Drive Future Performance | Attract and Retain Key Leaders |

  56. Overview of the Executive Compensation Program

    | Pay Element | Form | | Compensation Objective Addressed | | Description & Rationale | | Base Salary | Cash | | | Reward Current Performance | Fixed cash compensation aligned with responsibilities of the position and market benchmarks | | | | | | Attract and Retain | | | Annual Incentive | Performance Cash Opportunity | | | Shareholder Alignment | Annual cash incentive tied to achievement of short-term performance metrics aligned with the Company’s strategy Payout ranges from 0% to 200% of target | | | | | | Reward Current Performance | | | | | | | Attract and Retain | | | Long-Term Equity Incentive | Performance Shares | NEO average target grant value | | Shareholder Alignment | Cliff vest at end of a three-year period at 0% to 200% of award value based on TSR performance against the Russell 2000 Index No voting rights and not eligible to receive dividends (if any) until vesting | | | | | | Drive Future Performance | | | | | | | Attract and Retain | | | | Restricted Stock | NEO average target grant value | | Shareholder Alignment | Vests ratably over a three-year period Has voting rights and is eligible to receive dividends (if any) from date of grant | | | | | | Drive Future Performance | | | | | | | Attract and Retain | | | Other | Health, Welfare and Retirement Programs | | | Attract and Retain | Executives participate in the same benefit programs as other employees, including: • Employee Stock Ownership Plan, through which approximately 3% of our Company is owned by our employees, aligning our collective interests • Qualified 401(k) Plan | | | Severance Benefits | | | Shareholder Alignment | Standardized benefits in the event of termination without cause by the Company or for good reason by the executive | | | | | | Attract and Retain | | | | Change-in-Control Benefits | | | Shareholder Alignment | Standardized “double trigger” severance benefits for executive officers in the event of termination following a change in control | | | | | | Attract and Retain | | | | Other Benefits | | | | No perquisites offered, other than those generally provided to all employees |

  57. Pay for Performance Alignment

    As discussed in more detail under “Executive Compensation Program—Annual Incentive Program,” our Annual Incentive Program (“AIP”) allows our NEOs, as well as almost all other Company employees, to receive a cash incentive payment based upon achievement of pre-established financial and individual goals. Based on our fiscal 2025 results, the Company achieved approximately 101% of our annual EBITDA goal and achieved approximately 94% of our annual Operating Cash Flow goal. As discussed in more detail under “Executive Compensation Program—Long-Term Equity Incentives,” our NEOs, as well as other Company employees, are eligible to receive equity awards under our Long-Term Incentive Program (“LTIP”) that include performance shares, which vest based upon the Company’s financial performance against pre-established goals. For our fiscal 2023 awards (having an April 1, 2022 to March 31, 2025 performance period), our NEOs at the time received performance shares that vested based on the Company’s total shareholder return (“TSR”) compared to the TSRs of the Russell 2000 Index’s members. When measured as prescribed in our performance share awards, the Company achieved a TSR of 151.5% for this performance period, which ranked 94th among the members of the Russell 2000 Index, or the 95th percentile, the highest relative performance our awards have ever achieved. This performance vested these performance shares at 200% of target, the maximum allowable under our LTIP. This result is consistent with our emphasis on long-term shareholder value creation and the achievement of benchmarked performance goals, which are described in more detail throughout this CD&A. The chart below illustrates the actual relative TSR performance for the fiscal 2023 performance share awards, as well as the projected relative TSR performance for the fiscal 2024 and 2025 performance share awards, all compared to the Russell 2000 Index’s members at March 31, 2025.

  58. Annual Incentive Plan Changes

    Annual Incentive Plan Changes Metric Target Setting Process. The Compensation Committee approved a return to annual target setting for our AIP performance metrics. Our AIP had used a more-frequent-than annual target setting process for performance metrics since the beginning of the COVID-19 pandemic in fiscal 2021, as it provided an artful solution to target setting challenges that existed in the face of pandemic-related business disruptions, heightened macroeconomic uncertainty, and changes in our business resulting from significant acquisitions. At the outset of fiscal 2025, the Compensation Committee, with the support of its independent compensation consultants and management, believed returning to an annual target setting approach for fiscal 2025 was appropriate. Payout Matrix Update. The Compensation Committee approved a ratable narrowing of the AIP’s payout matrix for the EBITDA and Operating Cash Flow (“OCF”) financial metrics to better reflect the Company’s size and performance. Consistent with our compensation philosophy, the Compensation Committee continued to evaluate our threshold performance levels to ensure an appropriate level of rigor for minimum payout is maintained, and that maximum performance remains a realistic probability to motivate overperformance for shareholders’ benefit.

  59. Long-Term Incentive Program Changes

    Long-Term Incentive Program Changes Performance Share Vesting Matrix. The Compensation Committee approved modifying the vesting matrix for performance shares to increase the level of performance required for a target (or 100%) payout. Performance shares beginning with fiscal 2025 awards will now achieve a target payout if the Company achieves a relative TSR ranking at the 51st percentile among the Russell 2000 Index members. While this increase in the target performance standard is modest, the Compensation Committee believed it was more consistent with our compensation philosophy to require greater than median relative performance for a target payout to be achieved.

  60. Long-Term Incentive Program Changes

    | 38 | | | 2025 Proxy Statement |

  61. Executive Compensation 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 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 | | |

  62. Roles and Responsibilities

    | Compensation Committee | CEO and Management | Independent Compensation Consultant | | • Oversees the Company’s compensation and benefit programs, including the AIP and LTIP • Administers the executive compensation program • Evaluates NEO performance and sets target compensation levels for all NEOs • Approves incentive plan performance metrics and targets • Oversees the assessment of compensation program risks • Oversees management’s leadership development and succession planning programs • Engages the independent compensation consultant • Oversees stock ownership guidelines and clawback policy • Recommends changes in director compensation for Board approval • Composed entirely of independent, non-employee directors, per NYSE requirements | • CEO evaluates other NEO performance and makes recommendations to the Compensation Committee on compensation levels in light of performance and market benchmarks • Other members of the executive team, as appropriate, advise the Compensation Committee on compensation program elements, market practices, and compliance matters • No member of management participates in discussions concerning his or her compensation | • Engaged by, and reports to, the Compensation Committee • Assists and advises the Compensation Committee on aspects of compensation program objectives, principles, and design • Advises the Compensation Committee on selection of competitive market benchmarking data, including the Compensation Peer Group (as defined below) • Analyzes competitive market data in the context of the Company’s compensation program and provides recommendations to the Compensation Committee • Provides compensation program risk assessment • Provides no services to the Company |

  63. Market Competitiveness and External Benchmarking

    Market Competitiveness and External Benchmarking The Compensation Committee regularly reviews relevant market compensation survey data to evaluate the market competitiveness of our executive compensation program. This specifically furthers our “Attract and Retain Key Leaders” compensation program objective and enables the achievement of our other objectives. The Compensation Committee uses survey data provided by its independent compensation consultant, which consists of compensation data for comparable executive positions within a group of peer companies (the “Compensation Peer Group”). The data also includes data from comparably sized companies within the broader market, as candidates for executive roles, as well as market opportunities for our current executives, are not limited to companies in our industry sectors. The process for selecting the members of the Compensation Peer Group is shown below. The Compensation Peer Group used to evaluate executive compensation in fiscal 2025 was as follows:

  64. Market Competitiveness and External Benchmarking

    | AAON, Inc. Armstrong World Industries, Inc. Barnes Group Inc. Columbus McKinnon Corp. EnPro Industries, Inc. ESCO Technologies Inc. Franklin Electric Co., Inc. Gibraltar Industries, Inc. | Helios Technologies, Inc. Innospec Inc. Kadant Inc. Mueller Water Products, Inc. PGT Innovations, Inc. SPX Technologies, Inc. Standex International Corp. |

  65. Market Competitiveness and External Benchmarking

    Compared to fiscal 2024, only incremental updates were made to the Compensation Peer Group. One former peer company, Livent Corporation, was acquired in calendar 2024 and removed from the group. The Compensation Committee determined that no other changes to the Compensation Peer Group were necessary, as all other peers continued to satisfy the established filter criteria and there remained a sufficient number of peers for statistical purposes. All compensation elements for our NEOs are generally set using the 50th percentile of benchmarked compensation data as a reference point. This includes base salaries, annual incentive opportunities, total target cash compensation, long-term incentive compensation, and total target compensation. This approach helps the Compensation Committee balance a performance-focused structure with the need to maintain market-competitive target and realized compensation. Actual benchmarked percentile rankings for our NEOs’ target compensation levels varies and can be above or below the 50th percentile reference point for a variety of reasons, including individual performance, experience, succession potential, and scope of responsibilities.

  66. Market Competitiveness and External Benchmarking

    | | | 2025 Proxy Statement | 41 |

  67. Executive Compensation Program Risk Assessment

    | | Compensation elements are balanced | We provide a balanced mix of base salary, annual cash incentive compensation, and long-term equity incentives. This balanced mix provides the incentive to perform at high levels and maximize Company performance. At the same time, it does not encourage singular focus on compensation performance metrics to the detriment of other important business metrics or overlooking how goals are accomplished. | | | Performance metrics balance short-term and long-term goals | Our incentive compensation metrics are balanced between short- and long-term business and financial objectives. The metrics for our short- and long-term plans do not overlap, which prevents executives from focusing on one goal at the expense of others. All the performance goals are aligned with shareholder interests. | | | Individual performance is emphasized | We emphasize individual, non-financial performance metrics in determining individual compensation amounts. The Compensation Committee strongly believes this effectively encourages and rewards behaviors that are consistent with our business objectives and core values and discourages behaviors that are not. | | | Incentive programs have performance thresholds and are capped | Both the AIP opportunity and performance shares have threshold payout levels and/or performance contingencies, which ensure that incentive compensation is reduced or eliminated if minimum performance levels are not achieved. They also have maximum payout levels, which helps avoid excessive total compensation and reduces the incentive to engage in unnecessarily risky behavior. | | | Compensation is benchmarked | The Compensation Committee benchmarks compensation against both our Compensation Peer Group and the broader market to ensure our programs are performance-based, competitive, equitable, and generally consistent with industry and comparator company practices. | | | Executives have equity ownership guidelines | Our officers have robust equity ownership guidelines, which encourage a long-term focus on sustainable performance and further align our officers’ interests with those of our shareholders. Executives are prohibited from pledging stock and engaging in transactions designed to hedge against the value of the Company’s stock. |

  68. PERCENT OF FISCAL 2025 TARGET PAY “AT RISK”(1)

    | (1) Calculated by dividing (i) the sum of the annual incentive opportunity and target long-term incentive opportunity by (ii) total target compensation. |

  69. Incentive Compensation Should Balance Short-Term and Long-Term Performance

    Incentive Compensation Should Balance Short-Term and Long-Term Performance Executive compensation should be linked to building long-term shareholder value while remaining consistent with our business objectives. The Base Salary and Annual Incentive compensation elements emphasize short-term financial and individual performance, as well as the achievement of annually defined business and financial objectives. The Long-Term Equity Incentive compensation element emphasizes long-term financial performance and strategic plan execution by tying a meaningful portion of compensation to the performance of the Company’s common stock.

  70. Compensation Should be Market Competitive and Reflect Individual Performance

    Compensation Should be Market Competitive and Reflect Individual Performance Achievement of our compensation objectives requires our compensation program, and the compensation elements within it, to be market competitive. If we are unable to attract and retain top executive talent within the markets in which we compete, we will hinder our ability to create long-term shareholder value. As discussed above, the Compensation Committee utilizes the Compensation Peer Group and relevant market compensation survey data, with the assistance of its independent compensation consultant, to ensure our compensation program is benchmarked and that each NEO’s total target compensation is appropriately tailored for the leadership roles in which they serve. At the same time, a critical aspect of our culture examines how the Company succeeds, which is reinforced through our ACT. RISE. core values. We seek to attract and retain executive leaders who exemplify our values in how they lead and accomplish business objectives. Compensation programs that are overly focused on market benchmarking, or incentive plans that are purely formulaic, are limited in their ability to account for qualitative performance assessments. This creates program risk and can work against the Company’s and shareholders’ long-term interests. Accordingly, the Compensation Committee retains an element of discretion to ensure an executive’s realized compensation reflects individual, qualitative performance, consistent with our culture and values.

  71. Performance-Based Metrics Should be Externally Benchmarked

    Performance-Based Metrics Should be Externally Benchmarked Measuring how the Company performs against internally developed targets is an important aspect of incentive compensation, as it sets expectations and motivates performance. However, internal performance metrics alone do not create a full picture of Company performance. As such, the performance-based elements of our executive compensation program should also evaluate the Company’s performance relative to external benchmarks. Since inception, the performance shares granted under our LTIP have used an external benchmark for measuring Company performance, and since 2017, that benchmark has been the Russell 2000 Index, of which the Company is a member. This shows, on a relative basis, how well we deliver results that directly create long-term shareholder value. Additionally, AIP performance metric targets are set in reference to how the Company is expected to perform both compared to the prior year and relative to forecasted market growth rates.

  72. Performance-Based Metrics Should be Externally Benchmarked

    | Base Salary | |

  73. Performance-Based Metrics Should be Externally Benchmarked

    The Compensation Committee reviews and establishes NEO base salaries consistent with the process described above under “The Compensation Decision Making Process.” For each NEO, the Compensation Committee considers our NEOs scope of responsibilities, experience, and individual performance and then balances these factors against competitive salary practices, including internal pay equity. The Compensation Committee does not assign any relative or specific weights to these factors. The base salaries established for fiscal 2025 are presented in the following table.

  74. Performance-Based Metrics Should be Externally Benchmarked

    | Named Executive Officer | Fiscal 2025 Annual Base Salary ($) | Fiscal 2024 Annual Base Salary ($) | | Joseph B. Armes | 850,000 | 800,000 | | James E. Perry | 495,000 | 475,000 | | Donal J. Sullivan | 475,000 | 475,000 | | Luke E. Alverson | 423,000 | 412,000 | | Jeff A. Underwood | 385,000 | * |

  75. Performance-Based Metrics Should be Externally Benchmarked

    | * Mr. Underwood was not a NEO in fiscal 2024, and as such fiscal 2024 information is not provided. |

  76. Performance-Based Metrics Should be Externally Benchmarked

    The Compensation Committee’s fiscal 2025 compensation evaluation adjusted NEO base salaries as it determined appropriate, making adjustments based on market proximity and the executive team’s strong performance, consistent with our compensation objectives. Mr. Armes’ base salary and other compensation components in fiscal 2025 are discussed below in further detail under “Chief Executive Officer Compensation in Fiscal 2025.”

  77. Performance-Based Metrics Should be Externally Benchmarked

    | 44 | | | 2025 Proxy Statement |

  78. Performance-Based Metrics Should be Externally Benchmarked

    | Annual Incentive Program | |

  79. Performance-Based Metrics Should be Externally Benchmarked

    Our AIP exists to provide employees with a short-term, performance-based cash incentive that promotes the achievement of our annual operating budget and the financial metrics that we believe most strongly correlate to long-term shareholder value creation. This incentive most directly supports our “Align Long-Term Executive and Shareholder Interests” and “Reward Current Performance” compensation objectives.

  80. AIP Target Opportunities

    AIP Target Opportunities The Compensation Committee establishes an AIP target opportunity for each NEO consistent with the process described above under “The Compensation Decision Making Process.” The Compensation Committee also approves the AIP’s financial performance metrics at that same time. Our NEO’s AIP target opportunities are expressed as a percentage of base salary. AIP target opportunities established for fiscal 2025 are presented in the following table.

  81. AIP Target Opportunities

    | Named Executive Officer | Fiscal 2025 AIP Target ($) | Fiscal 2025 AIP Target % of Base Salary | Fiscal 2024 AIP Target % of Base Salary | | Joseph B. Armes | 1,105,000 | 130% | 130% | | James E. Perry | 371,250 | 75% | 75% | | Donal J. Sullivan | 356,250 | 75% | 75% | | Luke E. Alverson | 232,650 | 55% | 55% | | Jeff A. Underwood | 211,750 | 55% | * |

  82. AIP Target Opportunities

    | * Mr. Underwood was not a NEO in fiscal 2024, and as such fiscal 2024 information is not provided. |

  83. AIP Target Opportunities

    The Compensation Committee did not make any changes to AIP target percentages for fiscal 2025. The Compensation Committee determined that, as adjusted for the market-driven base salary increases for fiscal 2025 discussed above, the AIP targets and resulting total target cash compensation for each NEO were within acceptable proximity to market benchmarks and provided incentives consistent with our objectives.

  84. AIP Performance Metrics

    AIP Performance Metrics The Compensation Committee, working with management and the Compensation Committee’s independent compensation consultant, evaluates and approves the Company’s AIP performance metrics for each fiscal year when AIP target opportunities are established. The Compensation Committee weights performance metrics for each NEO—including business unit leaders—in proportions that ensure performance metrics are heavily weighted toward the Company’s consolidated performance. We believe it is important that all NEOs are primarily focused on setting the strategic direction of the Company (rather than only at the business unit level) and achieving overall Company results. The Compensation Committee also believes that AIP payouts should reflect individual, non-financial performance metrics. This serves to mitigate the risks that objective factors can have on incentive pay when overused. Importantly, non-formulaic metrics provide the Compensation Committee with discretion to adjust compensation upward or downward based on how an executive accomplished objectives and goals, thereby rewarding behaviors that are consistent with our business objectives and ACT. RISE. core values.

  85. AIP Performance Metrics

    | | | 2025 Proxy Statement | 45 |

  86. AIP Performance Metrics

    The Company’s fiscal 2025 AIP performance metrics are set forth below and were unchanged from fiscal 2024. The Compensation Committee selected these performance metrics, with input from management and NFP, because they support the key strategies that we believe drive sustainable and profitable Company growth and create shareholder value.

  87. AIP Performance Metrics

    | Consolidated EBITDA | Consolidated Operating Cash Flow | Business Unit EBITDA | Business Unit Operating Cash Flow | Individual Performance | | Why we use it: Measures and supports both our revenue and profitability growth objectives, aligning our interests with the interests of our shareholders | Why we use it: Measures and supports our strategic objectives of managing working capital efficiently and delivering strong cash flow from operations to fund growth and returns to shareholders | Why we use it: Measures and supports both our revenue and profitability growth objectives at the segment/operating company level, which are in direct control of the executive | Why we use it: Measures and supports our strategic objectives of managing working capital efficiently and delivering strong cash flow from operations to fund growth and returns to shareholders | Why we use it: Emphasizes individual performance and qualitative achievement of goals to promote and reward behaviors consistent with our business objectives and core values | | How we measure it: U.S. GAAP net income, plus interest, taxes, depreciation, and amortization | How we measure it: U.S. GAAP (net cash provided by operating activity) | How we measure it: U.S. GAAP net income, plus interest, taxes, depreciation, and amortization | How we measure it: U.S. GAAP (net cash provided by operating activity) | How we measure it: Board and CEO assessment of individual performance against predetermined goals and objectives | | Payout range: 0%—200% | Payout range: 0%—200% | Payout range: 0%—200% | Payout range: 0%—200% | Payout range: 0%—200% |

  88. AIP Performance Metrics

    | 46 | | | 2025 Proxy Statement |

  89. AIP Performance Calculation and Payout

    AIP Performance Calculation and Payout When the Compensation Committee approves AIP performance metrics for the year, it also establishes a payout matrix for the AIP, which determines the percentage of AIP target that is paid for performance achieved. Achievement of financial-based performance metrics is objective and calculated as appropriate. Payout percentages for each NEO’s qualitative individual performance metric are determined by the Compensation Committee based on individual performance assessments, as discussed previously.

  90. Fiscal 2025 AIP Payout Matrix and Performance Measurement

    Fiscal 2025 AIP Payout Matrix and Performance Measurement Payout Matrix. The fiscal 2025 payout matrix established for all AIP metrics was 0% to 200% of the target award opportunity, which was unchanged from fiscal 2024. The actual AIP payout percentage is calculated by comparing actual financial metric performance against the established targets. Payouts for each of the financial metrics are calculated on a straight-line basis between the applicable performance levels (“threshold,” “target,” and “maximum”). Target Setting. In fiscal 2025, the Compensation Committee approved the setting of annual targets for both our EBITDA and Operating Cash Flow (“OCF”) financial metrics. From fiscal 2021 through fiscal 2024, the Compensation Committee had established AIP financial metric targets on a less-than-annual basis but determined a return to setting annual targets for the AIP’s financial metrics was appropriate in fiscal 2025. Fiscal 2025 performance metric targets were established in May 2024 (the first quarter of our fiscal year). Financial Performance Adjustments. For all financial metrics, the Compensation Committee may exercise its judgment, within parameters it establishes at the beginning of the year, about whether to exclude the effect of certain developments in measuring performance. These developments may include unanticipated changes in accounting principles or extraordinary, unusual, or unplanned events, such as the effects of restructurings, impairments, reorganizations, acquisitions, dispositions, or other strategic initiatives. Any adjustments approved by the Compensation Committee in measuring financial metric performance are fully disclosed below. Concerning acquisitions in particular, the Compensation Committee has consistently applied a policy to exclude the impact of acquisitions consummated during a performance period on AIP financial metrics, ensuring AIP payouts never benefit from acquired, unbudgeted EBITDA and cash flow impacts. Performance Measurement and Payout. The following graphics show the fiscal 2025 AIP’s performance metrics, targets, payout matrixes, performance results, and percentage payouts.

  91. Fiscal 2025 AIP Payout Matrix and Performance Measurement

    | | | 2025 Proxy Statement | 47 |

  92. Fiscal 2025 AIP Payout Matrix and Performance Measurement

    In fiscal 2025, the Company delivered $219.8 million of measured EBITDA, a record performance and 10.8% increase over fiscal 2024. The EBITDA target for fiscal 2025 was a 9.6% increase over the AIP’s fiscal 2024 actual results. Consistent with our objectives and historical approach to acquisitions, the fiscal 2025 measured performance excluded all EBITDA impacts from acquisitions, as well as all associated one-time transactional expenses. For fiscal 2025, the net EBITDA adjustments reduced the AIP’s measured EBITDA by $8.1 million compared to reported EBITDA. In fiscal 2025, the Company delivered $167.3 million of measured OCF, a record performance and 0.9% increase over fiscal 2024. The OCF target for fiscal 2025 was a 7.2% increase over the AIP’s fiscal 2024 actual results. The fiscal 2025 measured performance excluded all operating cash impacts from acquisitions, as well as all cash used (net of tax benefit) to fund associated one-time transactional expenses. Fiscal 2025 measured performance also excluded the favorable cash flow impact resulting from interest income (net of tax expense) generated on proceeds from our follow-on equity offering that was completed in September 2024. Additionally, measured performance excluded the cash flow impact of strategic increases to inventory levels during the back half of the fiscal year in anticipation of potential port strikes and tariffs. For fiscal 2025, the net OCF adjustments reduced the AIP’s measured OCF by $1.1 million compared to reported operating cash flow. In fiscal 2025, the Company’s Contractor Solutions segment delivered $196.2 million of measured EBITDA, a record performance and 12.5% increase over the AIP’s fiscal 2024 results. These results are used in calculating Mr. Underwood’s Business Unit EBITDA metric payout percentage. Contractor Solutions’ EBITDA target for fiscal 2025 was an 8.5% increase over the AIP’s fiscal 2024 actual results. As with the consolidated results, this measured performance excluded all EBITDA impacts from businesses acquired during a performance period, as well as all one-time transactional expenses associated with the acquisitions. For fiscal 2025, the net business unit EBITDA adjustments reduced the AIP’s measured business unit EBITDA by $9.2 million compared to reported business unit EBITDA.

  93. Fiscal 2025 AIP Payout Matrix and Performance Measurement

    | 48 | | | 2025 Proxy Statement |

  94. Fiscal 2025 AIP Payout Matrix and Performance Measurement

    These results are used in calculating Mr. Underwood’s Business Unit OCF metric payout percentage. The Company has chosen not to disclose the Threshold, Target, Maximum and Measured Performance data for Contractor Solutions’ OCF metric, as this metric corresponds to financial data that is not publicly disclosed and is used primarily to assess compensation. The Company believes that disclosing such information would cause competitive harm to the Company without adding meaningfully to the understanding of its business. The Compensation Committee believes that all performance targets for all financial metrics used in our AIP are set at definitive, challenging, and objective levels that require significant effort and achievement by our NEOs for a target payout to occur. Despite the inherent challenges of establishing performance targets in fiscal 2025 due to continued uncertainty in overall business conditions, particularly in light of the inflationary environment, volatility in actual and forecasted freight costs, and anticipated tariffs, the Compensation Committee believes the AIP target-setting approach used in fiscal 2025 ensured these intentions were met. While AIP results for any given year will vary, the Compensation Committee believes that appropriate performance target setting, when combined with strong Company and individual NEO performance, should result in AIP financial metric payouts that average close to target levels over a five-year period. For additional context, the following table summarizes the Company’s actual financial metric payout percentages under the AIP over the last five years.

  95. Individual Performance

    | | Target AIP Award | Consolidated EBITDA | Consolidated Operating Cash Flow | Business Unit EBITDA | Business Unit Operating Cash Flow | Individual Performance | FY2025 AIP Award | | Joseph B. Armes | $1,105,000 | $711,399 (107% Payout) | $141,385 (85% Payout) | — | — | $295,000 (107% Payout) | $1,147,784 (104% Payout) | | James E. Perry | $371,250 | $239,011 (107% Payout) | $47,501 (85% Payout) | — | — | $105,000 (113% Payout) | $391,512 (106% Payout) | | Donal J. Sullivan | $356,250 | $229,354 (107% Payout) | $45,582 (85% Payout) | — | — | $100,000 (112% Payout) | $374,936 (105% Payout) | | Luke E. Alverson | $232,650 | $149,780 (107% Payout) | $29,768 (85% Payout) | — | — | $65,000 (112% Payout) | $244,548 (105% Payout) | | Jeff A. Underwood | $211,750 | $79,523 (107% Payout) | $18,062 (85% Payout) | $52,641 (124% Payout) | $19,566 (92% Payout) | $75,000 (142% Payout) | $244,792 (116% Payout) |

  96. Individual Performance

    | Long-Term Equity Incentives | |

  97. LTIP Award Structure

    LTIP Award Structure Our LTIP consists of two components: performance shares and restricted stock, as shown below. In fiscal 2025, all NEOs received their long-term incentive awards in these forms. The Compensation Committee believes these equity award forms and the target weighting appropriately balances ensuring executives have meaningful, long-term equity ownership, promoting stock price-based and financial-based achievements, and aligning the interests of the NEOs with the Company’s risk profile and the interests of our shareholders.

  98. LTIP Award Structure

    | 50 | | | 2025 Proxy Statement |

  99. LTIP Target Opportunities

    LTIP Target Opportunities Target Opportunities. The Compensation Committee establishes a target opportunity for each NEO under the Company’s LTIP consistent with the process described above under “The Compensation Decision Making Process.” Our NEOs LTIP target opportunities are expressed as a percentage of base salary. The LTIP target opportunities established for fiscal 2025 are set forth in the table below.

  100. LTIP Target Opportunities

    | Named Executive Officer | 2025 LTIP Target ($) | 2025 LTIP Target as % of Base Salary | LTIP Award Format | 2024 LTIP Target as % of Base Salary | | Joseph B. Armes | 3,187,500 | 375% | 60% PS /40% RS | 375% | | James E. Perry | 866,250 | 175% | 50% PS /50% RS | 175% | | Donal J. Sullivan | 831,250 | 175% | 50% PS /50% RS | 175% | | Luke E. Alverson | 507,600 | 120% | 50% PS /50% RS | 115% | | Jeff A. Underwood | 442,750 | 115% | 50% PS /50% RS | * |

  101. LTIP Target Opportunities

    | * Mr. Underwood was not a NEO in fiscal 2024, and as such fiscal 2024 information is not provided. |

  102. LTIP Target Opportunities

    In reviewing the NEO’s LTIP target opportunities for fiscal 2025, the Compensation Committee largely maintained existing LTIP target percentages, determining that LTIP targets for NEOs were within acceptable proximity to market benchmarks and provided performance-based compensation and “at risk” pay consistent with our objectives. Additionally, the Compensation Committee desired to continue increasing Mr. Armes performance-based compensation, informed by our compensation philosophy and evolving market practices. As such, while Mr. Armes’ LTIP target percentage did not change, his performance share award allocation was increased to 60%, and his restricted stock award allocation was reduced to 40%, of total LTIP.

  103. LTIP Target Opportunities

    | | | 2025 Proxy Statement | 51 |

  104. www.cswindustrials.com

    www.cswindustrials.com under “Investors —Financial Reports and Filings.” The grant date fair value of the performance share and restricted stock awards granted to the NEOs during fiscal 2025, calculated in accordance with U.S. GAAP pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, “Compensation—Stock Compensation,” are shown in the “Summary Compensation Table” under the “Stock Awards” column and the accompanying footnotes. The actual award values of the equity awards at grant differ from the “grant date fair value” disclosed in the Summary Compensation Table due to the required accounting methodology, as discussed in footnote 2. Additional information on the awards granted in fiscal 2025 is shown in the “2025 Grants of Plan-Based Awards” table.

  105. Restricted Stock

    Restricted Stock

  106. Award Design

    Award Design . Restricted stock awards in fiscal 2025 maintained all of the design characteristics of the prior year and were otherwise unchanged. The awards vest ratably over a three-year period, delivering a meaningful long-term incentive that balances risk and potential reward. These awards help executives build ownership in the Company, aligning their interests with shareholders, and serve as an effective retention tool, encouraging our executive officers to remain with the Company and perform at high levels. Restricted stock awards are variable compensation, and the Compensation Committee considers them to be “at risk”—no compensation is realized when awards are made, the awards are subject to forfeiture based on employment status, and their future value to the executive is directly determined by the Company’s stock price.

  107. Valuation and Other Terms

    Valuation and Other Terms . For the fiscal 2025 restricted stock awards, the reported value shown in the “Summary Compensation Table” was computed based on the “grant date fair value,” or the price of our common stock on the date of grant multiplied by the number of shares granted. The number of shares granted were computed by dividing target grant values by the volume weighted average trading price of our common stock in the last 20 trading days of August 2024, a methodology we have used since 2016. Subject to limited exceptions, restricted stock awards are only earned if the individual continues to be employed by the Company through the vesting date. Unvested restricted stock has voting rights and earns dividends, if any, on the same basis as the Company’s outstanding unrestricted common stock.

  108. Performance Share A

    Performance Share A

  109. ards

    ards Award Design and Performance Metric. Performance share awards in fiscal 2025 maintained all of the design characteristics of the prior year and were otherwise unchanged. The awards cliff vest at the end of a three-year performance period, and they have one performance metric—TSR relative to the members of the FTSE Russell 2000 Index. The Compensation Committee believes using TSR as the sole performance metric supports the Company’s strategic objective of emphasizing growth in excess of market levels and unquestionably aligns our executives’ interests with those of our shareholders. The Compensation Committee believes the use of the Russell 2000 Index for TSR benchmarking is highly relevant, as the Company is a member of the index and competes with other index members for investor capital. Additionally, comparison to a broad index, rather than individually selected companies, better suits the highly diversified nature of the Company’s business and, as a fully objective standard, mitigates risk in the program. Vesting Matrix. The Compensation Committee establishes a vesting matrix for performance shares when they are granted. This vesting matrix calculates the number of performance shares that vest relative to the number of shares originally granted. Like the AIP, this vesting matrix has an established upper limit and a minimum below which no shares will vest. For fiscal 2025, the vesting matrix established was 0% to 200% of the award value, unchanged from fiscal 2024. The vesting percentage is calculated using the Company’s TSR percentile ranking among the Russell 2000 Index members, and then multiplying the number of performance shares granted by the applicable interpolated vesting percentage, as set forth below: Relative TSR Percentile Ranking As noted, the established vesting matrix features a limit on the number of shares that will vest if the Company’s TSR is negative for the performance period. If that occurs, the maximum amount of performance shares that can vest is 100%, even if the Company’s TSR performs above the 51 st percentile of the Russell 2000 Index.

  110. Employment Agreement

    Employment Agreement On October 1, 2015, the Company entered into an employment agreement with Mr. Armes. The employment agreement provides that Mr. Armes will serve as Chief Executive Officer of the Company and that the Board will nominate Mr. Armes for election to the Board during the term of the agreement. The employment agreement had an initial term of two years, but the term automatically extends for additional one-year periods unless Mr. Armes’ employment is terminated as provided in the employment agreement.

  111. Employment Agreement

    | | | 2025 Proxy Statement | 55 |

  112. AIP Target and Fiscal 2025 Award

    AIP Target and Fiscal 2025 Award During fiscal 2025, Mr. Armes’ target AIP opportunity was maintained at 130% of base salary. After performance results for the fiscal year were confirmed, the Compensation Committee approved a total AIP payout of $1,147,784 or 104% of target, broken down as follows:

  113. AIP Target and Fiscal 2025 Award

    | Metric | Amount ($) | Weight | Payout | | Consolidated EBITDA | 711,399 | 60% | 107% | | Consolidated Operating Cash Flow | 141,385 | 15% | 85% | | Individual Performance | 295,000 | 25% | 107% |

  114. LTIP Target and Fiscal 2025 LTIP Awards

    LTIP Target and Fiscal 2025 LTIP Awards Annual LTIP Awards. During fiscal 2025, Mr. Armes’ target LTIP opportunity was maintained at 375% of base salary. As discussed above, the Compensation Committee adjusted Mr. Armes’ LTIP award mix to be 60% performance shares and 40% restricted stock. This award mix adjustment increased Mr. Armes’ performance-based compensation as a percentage of total target compensation to 58.7%. Accordingly, Mr. Armes received an award of 8,236 performance shares in May 2024 ($1,912,500 target award value), and an award of 4,089 shares of restricted stock in October 2024 ($1,275,000 target award value). Mr. Armes did not receive any special equity awards outside of the LTIP in fiscal 2025.

  115. Benefits Upon Termination

    If Mr. Armes’ employment is terminated by the Company for “cause” or by Mr. Armes without “good reason,” Mr. Armes will receive only his base salary and any unpaid benefits through the date of termination. Additionally, Mr. Armes participates in the Company’s Executive Change in Control and Severance Benefit Plan (the “CIC and Severance Plan”). To the extent the provisions of the CIC and Severance Plan are more beneficial to Mr. Armes than the terms set forth in his employment agreement, such provisions would apply in the applicable termination scenario. The employment agreement also provides that Mr. Armes will not engage in activities that are competitive with the Company’s business or solicit any key employees of the Company to leave or accept employment with another company for 24 months following the date of termination.

  116. Executive Change in Control and Severance Benefit Plan

    Executive Change in Control and Severance Benefit Plan The Company maintains the CIC and Severance Plan. This plan is publicly filed, and its features are described more fully under “Potential Payments upon Termination or Change-In-Control—CSW Industrials, Inc. Executive Change in Control and Severance Benefit Plan” below. The Compensation Committee believes that this plan benefits shareholders in providing consistency and transparency in severance benefits if an executive officer’s employment is terminated, and also supports alignment between executive interests and shareholder interests should a transformative transaction arise that is in shareholders’ best interests.

  117. Annual Incentive Plan Changes

    Annual Incentive Plan Changes Metric Target Setting Process. In fiscal 2025 and as stated above, the Compensation Committee returned to annual target setting for our AIP performance metrics. This followed a period of four years during which we used a less-than-annual target setting process for AIP metrics, as we dealt with COVID-related uncertainty and disruptions, the integration of material acquisitions, and an unprecedented inflationary environment and significant volatility in actual and forecasted input costs, including freight. As we concluded fiscal 2025 and entered fiscal 2026, rapid changes in domestic and international trade policy and the threat and/or implementation of increased and retaliatory tariffs created significant macroeconomic turmoil and uncertainty regarding market demand, input costs, and freight. Due to this, forecasting annual performance targets for our AIP metrics became incredibly difficult, which magnified risks within the AIP program in a manner similar to what we experienced in the fiscal 2021-2024 time frame. To address these risks, for fiscal 2026, the Compensation Committee, with the support of WTW and management, will return to a semi-annual target-setting process for our AIP metrics, the same as used during the fiscal 2022-2024 time frame. As was demonstrated during prior years, the semi-annual AIP target-setting process provides an artful solution to target setting challenges that exist in the face of unique market conditions and their associated challenges, which are again present in fiscal 2026. Utilizing more frequent than annual target setting intervals has a limiting effect on AIP payouts—it mitigates the risk of inflated payouts that can result from targets being set too conservatively in the face of significant uncertainty, and, due to having multiple measurement

  118. Annual Incentive Plan Changes

    | | | 2025 Proxy Statement | 57 |

  119. Annual Incentive Plan Changes

    periods, it makes achieving “maximum” payout levels for the full year more difficult. Conversely, it provides the Compensation Committee and management with the ability to address rapidly changing market conditions, reducing the potential for out-of-cycle adjustments to established AIP metric targets. The Compensation Committee will continue to adhere to our compensation objectives and principles in fiscal 2026, including ensuring that performance targets for all financial metrics used in our AIP are set at objective, challenging levels that require significant effort and achievement by our NEOs for a target payout to occur. Payout Matrix Update. For fiscal 2026, the Compensation Committee has approved an expansion of the lower end of the payout matrix for the AIP’s EBITDA and OCF financial metrics. As shown in the table below, the existing “threshold” (or 50% payout) will remain at 85% of target for the EBITDA metric and at 80% of target for the OCF metric; however, a new “lower threshold” (or 30% payout) will be added at 70% of target for the EBITDA metric and at 60% of target for the OCF metric. This change was made to better align the AIP’s payout matrix with our custom peer group and broader market practices regarding short-term incentive programs.

  120. Annual Incentive Plan Changes

    | EBITDA Payout Matrix | | | | | Lower Threshold (30% Payout) | Interim Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | 70% of Target | 85% of Target | 100% of Target | 115% of Target |

  121. Annual Incentive Plan Changes

    | Operating Cash Flow Payout Matrix | | | | | Lower Threshold (30% Payout) | Interim Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | 60% of Target | 80% of Target | 100% of Target | 120% of Target |

  122. Annual Incentive Plan Changes

    Consistent with the philosophy and approach used in prior years, the Compensation Committee will continue to evaluate performance levels for our AIP payout matrix to ensure an appropriate level of rigor is maintained, and that maximum performance remains a realistic probability to motivate overperformance for shareholders’ benefit.

  123. Annual Incentive Plan Changes

    | 58 | | | 2025 Proxy Statement |

  124. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation information for our NEOs—the individuals who served during fiscal 2025 as principal executive officer and principal financial officer of the Company, and the three other most highly compensated executive officers of the Company serving at the end of fiscal 2025.

  125. Summary Compensation Table

    | Name and Principal Position | Year(1) | Salary ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Joseph B. Armes Chairman, CEO and President | 2025 | 850,000 | 4,221,414(6) | 1,147,784 | 5,148 | 106,133 | 6,330,479 | | | 2024 | 800,000 | 3,733,051 | 1,324,960 | 3,022 | 102,212 | 5,963,245 | | | 2023 | 700,000 | 2,251,035 | 1,223,950 | — | 101,502 | 4,276,487 | | James E. Perry Executive VP, CFO | 2025 | 495,000 | 1,125,065(7) | 391,512 | — | 74,521 | 2,086,098 | | | 2024 | 475,000 | 1,005,765 | 453,862 | — | 75,881 | 2,010,508 | | | 2023 | 450,000 | 927,762 | 424,407 | — | 77,719 | 1,879,888 | | Donal J. Sullivan Executive VP, Chief Strategy Officer | 2025 | 475,000 | 1,079,451(8) | 374,936 | — | 70,992 | 2,000,379 | | | 2024 | 475,000 | 1,005,765 | 466,510 | — | 71,709 | 2,018,984 | | | 2023 | 450,000 | 1,086,290 | 451,491 | — | 76,705 | 2,064,486 | | Luke E. Alverson Senior VP, General Counsel and Secretary | 2025 | 423,000 | 659,147(9) | 244,548 | — | 76,820 | 1,403,515 | | | 2024 | 412,000 | 573,257 | 280,191 | — | 77,010 | 1,342,458 | | | 2023 | 375,000 | 436,848 | 243,891 | — | 78,308 | 1,134,047 | | Jeff A. Underwood Senior VP & GM, Contractor Solutions | 2025 | 385,000 | 667,015(10) | 244,792 | — | 76,561 | 1,373,368 |

  126. Summary Compensation Table

    | (1) The Company’s fiscal year begins April 1 and ends March 31. |

  127. Summary Compensation Table

    | (2) Represents the grant date fair value of long-term equity incentive awards under the Company’s LTIP computed in accordance with FASB ASC 718 “Compensation—Stock Compensation,” including the impact of forfeitures. The incentive awards are granted in the form of restricted stock, which generally vest ratably over a three-year period, and performance shares. The performance criteria for the performance share awards is based on the Company’s TSR over a three-year period compared to the TSR of the Company’s applicable benchmark group for the same period, as described in further detail under “Executive Compensation Program—Long-Term Equity Incentives—Performance Share Awards” above. The reported value of the performance unit awards is computed based on the probable outcome of the performance conditions based on a Monte Carlo simulation and the grant date estimate of compensation cost to be recognized over the performance period, which was 143.0% of target, or $311.56 per share. Payout for the performance share awards can range from 0% to a maximum of 200%. Assumptions used in the valuations are discussed in Note 5 to the Company’s audited consolidated financial statements for the year ended March 31, 2025, in the Annual Report. |

  128. Summary Compensation Table

    | (3) The amounts in this column include an annual cash incentive bonus for fiscal 2025 under the Company’s AIP that was earned in fiscal 2025 but paid in fiscal 2026. |

  129. Summary Compensation Table

    | (4) Reflects the annualized change in pension value under the restoration plan. There are no above-market or preferential earnings on compensation deferred under the restoration plan. |

  130. Summary Compensation Table

    | (5) The components of this column for fiscal 2025 are set forth in the table below, calculated at the aggregate incremental cost to the Company (all in U.S. dollars): |

  131. Summary Compensation Table

    | Name | Retirement Plan Contributions ($)(A) | ESOP Contributions ($)(B) | Insurance Premiums ($)(C) | Dividends Paid ($)(D) | Total ($) | | Joseph B. Armes | 31,050 | 20,700 | 14,079 | 40,304 | 106,133 | | James E. Perry | 31,050 | 20,700 | 18,405 | 4,365 | 74,521 | | Donal J. Sullivan | 31,050 | 20,700 | 14,551 | 4,691 | 70,992 | | Luke E. Alverson | 31,050 | 20,700 | 22,832 | 2,238 | 76,820 | | Jeff A. Underwood | 31,050 | 20,700 | 22,742 | 2,069 | 76,561 |

  132. Summary Compensation Table

    | (A) Includes matching and discretionary Company contributions to the NEOs under the Company’s 401(k) plan, which is generally available to all the Company’s U.S. employees. |

  133. Summary Compensation Table

    | (B) Includes Company contributions to the Company’s ESOP for fiscal 2025, which is generally available to all the Company’s U.S. employees. These amounts were accrued in fiscal 2025 but contributed in fiscal 2026. |

  134. Summary Compensation Table

    | (C) Includes annual premiums for group term life insurance, the Company’s portion of annual premiums for medical, dental and vision benefits and the Company’s portion of disability premiums. |

  135. Summary Compensation Table

    | (D) Includes dividends paid on outstanding, unvested restricted stock awards, which are entitled to voting and dividend rights at grant. |

  136. Summary Compensation Table

    | | | 2025 Proxy Statement | 59 |

  137. Summary Compensation Table

    | (6) Includes annual grants of 4,089 shares of restricted stock ($1,490,686) and 8,236 shares of performance shares ($2,730,728) made under the Company’s LTIP. Restricted stock award values were calculated using a price per share of $364.56, the closing market price of the Company’s common stock as reported by Nasdaq on October 1, 2024, the date of grant. Performance unit award values were calculated using a fair value of $331.56 per share as determined by the Monte Carlo simulation. The maximum potential value of the performance shares at grant date, assuming the highest level of performance conditions, was $4,263,283. |

  138. Summary Compensation Table

    | (7) Includes annual grants of 1,389 shares of restricted stock ($506,374) and 1,866 shares of performance shares ($618,691) made under the Company’s LTIP. Restricted stock award values were calculated using a price per share of $364.56, the closing market price of the Company’s common stock as reported by Nasdaq on October 1, 2024, the date of grant. Performance unit award values were calculated using a fair value of $331.56 per share as determined by the Monte Carlo simulation. The maximum potential value of the performance shares at grant date, assuming the highest level of performance conditions, was $965,916. |

  139. Summary Compensation Table

    | (8) Includes annual grants of 1,333 shares of restricted stock ($485,958) and 1,790 shares of performance shares ($593,492) made under the Company’s LTIP. Restricted stock award values were calculated using a price per share of $364.56, the closing market price of the Company’s common stock as reported by Nasdaq on October 1, 2024, the date of grant. Performance unit award values were calculated using a fair value of $331.56 per share as determined by the Monte Carlo simulation. The maximum potential value of the performance shares at grant date, assuming the highest level of performance conditions, was $926,576. |

  140. Summary Compensation Table

    | (9) Includes annual grants of 814 shares of restricted stock ($296,752) and 1,093 shares of performance shares ($362,395) made under the Company’s LTIP. Restricted stock award values were calculated using a price per share of $364.56, the closing market price of the Company’s common stock as reported by Nasdaq on October 1, 2024, the date of grant. Performance unit award values were calculated using a fair value of $331.56 per share as determined by the Monte Carlo simulation. The maximum potential value of the performance shares at grant date, assuming the highest level of performance conditions, was $565,781. |

  141. Summary Compensation Table

    | (10) Includes annual grants of 962 shares of restricted stock ($350,707) and 954 shares of performance shares ($316,308) made under the Company’s LTIP. Restricted stock award values were calculated using a price per share of $364.56, the closing market price of the Company’s common stock as reported by Nasdaq on October 1, 2024, the date of grant. Performance unit award values were calculated using a fair value of $331.56 per share as determined by the Monte Carlo simulation. The maximum potential value of the performance shares at grant date, assuming the highest level of performance conditions, was $493,829. |

  142. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth certain information with respect to plan-based awards granted to the NEOs for the year ended March 31, 2025.

  143. 2025 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Joseph B. Armes | 5/28/2024(3) | 552,500 | 1,105,000 | 2,210,000 | | | | | | | | 5/28/2024 | | | | 4,118 | 8,236 | 16,472 | | 2,730,728(4) | | | 10/1/2024 | | | | | | | 4,089(5) | 1,490,686 | | James E. Perry | 5/28/2024(3) | 185,625 | 371,250 | 742,500 | | | | | | | | 5/28/2024 | | | | 933 | 1,866 | 3,732 | | 618,691(4) | | | 10/1/2024 | | | | | | | 1,389(5) | 506,374 | | Donal J. Sullivan | 5/28/2024(3) | 178,125 | 356,250 | 712,500 | | | | | | | | 5/28/2024 | | | | 895 | 1,790 | 3,580 | | 593,492(4) | | | 10/1/2024 | | | | | | | 1,333(5) | 485,958 | | Luke E. Alverson | 5/28/2024(3) | 116,325 | 232,650 | 465,300 | | | | | | | | 5/28/2024 | | | | 547 | 1,093 | 2,186 | | 362,395(4) | | | 10/1/2024 | | | | | | | 814(5) | 296,752 | | Jeff A. Underwood | 5/28/2024(3) | 105,875 | 211,750 | 423,500 | | | | | | | | 5/28/2024 | | | | 477 | 954 | 1,908 | | 316,308(4) | | | 10/1/2024 | | | | | | | 962(5) | 350,707 |

  144. 2025 Grants of Plan-Based Awards

    | (1) The number of shares listed represents long-term equity incentive awards in the form of performance shares under the Company’s LTIP. The performance criteria for these awards is based on the Company’s TSR from April 1, 2024 through March 31, 2027 compared to the TSR performance of the members of the Russell 2000 Index for the same period, as described in further detail under “Executive Compensation Program—Long-Term Equity Incentives—Performance Share Awards” above. |

  145. 2025 Grants of Plan-Based Awards

    | (2) These amounts represent the fair value, as determined under FASB ASC Topic 718, of the awards based on the grant date fair value estimated by the Company for financial reporting purposes. |

  146. 2025 Grants of Plan-Based Awards

    | 60 | | | 2025 Proxy Statement |

  147. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  148. 2025 Grants of Plan-Based Awards

    | (3) Under the AIP, the primary performance measures are internally defined metrics based on operating income, cash flow from operations, and achievement of individual performance objectives. See “Executive Compensation Program—Annual Incentive Program” above. Actual amounts payable under the AIP, if any, can range from 50% (Threshold) to 200% (Maximum) of the target amounts for the NEOs based upon the extent to which performance under the foregoing criteria meets, exceeds or is below the target. |

  149. 2025 Grants of Plan-Based Awards

    | (4) Represents the fair value on the date of grant, as described in footnote (2), of the performance shares awarded, which values were calculated using a fair value of $331.56 per share determined by using the Monte Carlo simulation. The actual value may be more or less depending on the Company’s TSR performance during the applicable three-year performance period. |

  150. 2025 Grants of Plan-Based Awards

    | (5) The amounts shown reflect the numbers of shares of restricted stock granted to each NEO pursuant to the Company’s 2024 Equity and Incentive Compensation Plan. The shares vest ratably over a three-year period on each anniversary of the date of grant. |

  151. Outstanding Equity Awards at Year-End 2025

    Outstanding Equity Awards at Year-End 2025 The following table sets forth certain information with respect to outstanding equity awards held by each of the NEOs as of March 31, 2025, the last day of fiscal 2025. As of that date, no NEO had any outstanding stock option awards.

  152. Outstanding Equity Awards at Year-End 2025

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) (1) | Equity Incentive Plan Awards: Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1) | | Joseph B. Armes | 11,673(2) | 3,402,913 | 28,066(3) | 16,363,601 | | | 31,496(4) | 9,181,714 | 7,689(5) | 4,482,995 | | | 20,051(6) | 5,845,267 | 12,519(7) | 7,299,078 | | | | | 8,263(8) | 4,817,660 | | James E. Perry | 4,158(9) | 1,212,140 | 2,993(5) | 1,745,039 | | | | | 3,064(7) | 1,786,435 | | | | | 1,874(8) | 1,092,617 | | Donal J. Sullivan | 4,355(10) | 1,269,570 | 3,418(5) | 1,992,831 | | | | | 3,064(7) | 1,786,435 | | | | | 1,798(8) | 1,048,306 | | Luke E. Alverson | 2,217(11) | 646,300 | 1,526(5) | 889,719 | | | | | 1,747(7) | 1,018,571 | | | | | 1,097(8) | 639,595 | | Jeff A. Underwood | 2,192(12) | 639,012 | 860(5) | 501,414 | | | | | 1,109(7) | 646,591 | | | | | 958(8) | 558,552 |

  153. Outstanding Equity Awards at Year-End 2025

    | (1) Calculated using a price per share of $291.52, the closing market price of the Company’s common stock as reported by Nasdaq on March 31, 2025, the last trading day before the end of the Company’s last completed fiscal year. |

  154. Outstanding Equity Awards at Year-End 2025

    | (2) Mr. Armes’ shares of restricted stock (all of which are part of the annual LTIP and not part of the fiscal 2022 CEO retention and succession arrangement) vest as follows: 6,593 shares on October 1, 2025; 3,717 shares on October 1, 2026; and 1,363 shares on October 1, 2027. |

  155. Outstanding Equity Awards at Year-End 2025

    | (3) These shares represent long-term equity incentive awards in the form of performance shares under the Company’s LTIP granted as part of the fiscal 2022 CEO retention and succession arrangement, including accrued dividend equivalent units. The performance measure for these shares was based on the Company’s TSR over the period from April 1, 2021 through each of March 31, 2025, 2026, and 2027, compared to the TSRs of the members of the Russell 2000 Index for the same periods. Payouts range from 0% to a maximum of 200% of the shares granted. The reported value associated with the shares reflects a vesting of the first tranche of performance shares at 200% effective April 1, 2025, and assumes vesting at 200% for the remaining award. |

  156. Outstanding Equity Awards at Year-End 2025

    | (4) These shares represent shares of restricted stock under the Company’s LTIP granted as part of the fiscal 2022 CEO retention and succession arrangement. These shares cliff vest on April 26, 2026. |

  157. Outstanding Equity Awards at Year-End 2025

    | (5) These shares represent long-term equity incentive awards in the form of performance shares under the Company’s annual LTIP, including accrued dividend equivalent units. The performance measure set for this plan was based on the Company’s TSR over the period from April 1, 2022 through March 31, 2025 compared to the TSRs of the members of the Russell 2000 Index for the same period. Payouts ranged from 0% to a maximum of 200% of the shares granted. The number of shares reported vested at 200% effective April 1, 2025, and the associated value reported reflects this vesting percentage. |

  158. Outstanding Equity Awards at Year-End 2025

    | | | 2025 Proxy Statement | 61 |

  159. Outstanding Equity Awards at Year-End 2025

    Outstanding Equity Awards at Year-End 2025

  160. Outstanding Equity Awards at Year-End 2025

    | (6) These shares represent restricted stock units under the Company’s LTIP granted as part of the fiscal 2022 CEO retention and succession arrangement, including accrued dividend equivalent rights. 40% of the shares will vest (not earlier than April 2025) after a successor CEO is successfully recruited and hired, and 60% of the shares will vest upon the successful first employment anniversary of the successor CEO. The amount shown assumes full satisfaction of the associated performance conditions. |

  161. Outstanding Equity Awards at Year-End 2025

    | (7) These shares represent long-term equity incentive awards in the form of performance shares under the Company’s annual LTIP, including accrued dividend equivalent units. The performance measure for this plan is based on the Company’s TSR over the period from April 1, 2023 through March 31, 2026 compared to the TSRs of the members of the Russell 2000 Index for the same period. Payouts can range from 0% to a maximum of 200% of the shares granted. The reported value associated with the shares assumes vesting at 200%. |

  162. Outstanding Equity Awards at Year-End 2025

    | (8) These shares represent long-term equity incentive awards in the form of performance shares under the Company’s annual LTIP, including accrued dividend equivalent units. The performance measure for this plan is based on the Company’s TSR over the period from April 1, 2024 through March 31, 2027 compared to the TSRs of the members of the Russell 2000 Index for the same period. Payouts can range from 0% to a maximum of 200% of the shares granted. The reported value associated with the shares assumes vesting at 200%. |

  163. Outstanding Equity Awards at Year-End 2025

    | (9) Mr. Perry’s shares of restricted stock vest as follows: 2,480 shares on October 1, 2025; 1,216 shares on October 1, 2026; and 463 shares on October 1, 2027. |

  164. Outstanding Equity Awards at Year-End 2025

    | (10) Mr. Sullivan’s shares of restricted stock vest as follows: 2,714 shares on October 1, 2025; 1,197 shares on October 1, 2026; and 444 shares on October 1, 2027. |

  165. Outstanding Equity Awards at Year-End 2025

    | (11) Mr. Alverson’s shares of restricted stock vest as follows: 1,245 shares on October 1, 2025; 700 shares on October 1, 2026; and 271 shares on October 1, 2027. |

  166. Outstanding Equity Awards at Year-End 2025

    | (12) Mr. Underwood’s shares of restricted stock vest as follows: 1,189 shares on October 1, 2025; 683 shares on October 1, 2026; and 321 shares on October 1, 2027. |

  167. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table sets forth certain information with respect to restricted stock vesting during the fiscal year ended March 31, 2025, with respect to the NEOs. The Company does not grant stock options or stock appreciation rights.

  168. 2025 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Joseph B. Armes | 20,046 | 5,649,704 | | James E. Perry | 8,260 | 2,296,601 | | Donal J. Sullivan | 9,334 | 2,585,210 | | Luke E. Alverson | 3,710 | 1,045,058 | | Jeff A. Underwood | 4,356 | 1,168,085 |

  169. 2025 Option Exercises and Stock Vested

    | (1) The number of shares reported includes shares that were surrendered during the fiscal year ended March 31, 2025, to satisfy taxes upon the vesting of restricted stock awards. |

  170. 2025 Option Exercises and Stock Vested

    | (2) Reflects the gross number of shares acquired on vesting multiplied by the closing market price of the Company’s common stock on the vesting date. Includes the value of shares surrendered to satisfy taxes upon the vesting of restricted stock awards. |

  171. 2025 Pension Benefits

    2025 Pension Benefits The following table sets forth certain information as of March 31, 2025, with respect to pension benefits attributable to our NEOs. Please refer to “Executive Compensation Program—Legacy Pension Plans” above for a narrative description of our pension plans.

  172. 2025 Pension Benefits

    | Name | Plan Name(1) | Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Joseph B. Armes | Restoration Plan | 2.25 | 102,555 | — | | James E. Perry | — | — | — | — | | Donal J. Sullivan | — | — | — | — | | Luke E. Alverson | — | — | — | — | | Jeff A. Underwood | — | — | — | — |

  173. 2025 Pension Benefits

    | (1) The pension plans listed represent legacy plans assumed from CSWC in connection with the Spin-Off. The plans listed were frozen on October 1, 2015, and no benefits have accrued to any plan participant following that date. The plans listed were subsequently terminated in September 2019. Mr. Armes’ 2.25 years of credited service under the Restoration Plan is attributable to his employment with CSWC prior to the Spin-Off. The present value of accumulated benefit shown is an actuarial present value derived from the plans’ provisions, which is influenced by credited service and based on the mortality and discount rate assumptions used for financial reporting purposes (but excluding pre-retirement mortality). Assumptions used in the valuations are discussed in Note 14 to the Company’s audited consolidated financial statements for the year ended March 31, 2025 in the Annual Report. |

  174. 2025 Pension Benefits

    | 62 | | | 2025 Proxy Statement |

  175. Potential Payments upon Termination or Change-In-Control

    Potential Payments upon Termination or Change-In-Control The information below describes compensation that would have been paid under existing plans and contractual arrangements to the NEOs in the event of a termination of the executive’s employment with the Company or change in control of the Company, assuming these events occurred on March 31, 2025. Amounts shown therefore include amounts earned through such time and are estimates of the amounts that would have been paid out to the executives based upon their respective compensation and service levels as of such date and the closing price of the Company’s common stock on March 31, 2025, of $291.52. The actual amounts to be paid can only be determined at the time of a change in control or the executive’s termination of employment with the Company. Upon any termination of employment, each of the NEOs would also be entitled to the vested amounts, if any, shown in the “2024 Pension Benefits” table above.

  176. Quantification of Potential Payments

    Quantification of Potential Payments The following table sets forth the estimated value of the potential payments to each of the NEOs, assuming the executive’s employment had terminated on March 31, 2025. For the events of termination involving a change-in-control, we assumed that the change-in-control also occurred on that date. In addition to the payments set forth in the following table, Mr. Armes may receive certain payments upon his termination or a change-in-control pursuant to the legacy pension plans. Previously vested benefits under those plans for Mr. Armes are disclosed in the “2025 Pension Benefits” table above.

  177. Quantification of Potential Payments

    | | | Payout ($) | | | | | | Triggering Event | Compensation Component | Joseph B. Armes(1) | James E. Perry | Donal J. Sullivan | Luke E. Alverson | Jeff A. Underwood | | Death | Life insurance benefit (third party payment) | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | | | Pro-rata annual incentive award (greater of target or last year actual) | 1,324,690 | 453,862 | 466,510 | 280,191 | 211,750 | | | Health & welfare benefit | 14,079 | 18,405 | 14,551 | 22,832 | 22,742 | | | Immediate vesting of equity awards(2) | 20,979,528 | 3,524,185 | 3,683,355 | 1,920,242 | 1,492,291 | | | TOTAL | 22,318,297 | 4,046,452 | 4,214,416 | 2,273,265 | 1,776,783 | | Disability | Pro-rata annual incentive award (greater of target or last year actual) | 1,324,690 | 453,862 | 466,510 | 280,191 | 211,750 | | | Health & welfare benefit | 14,079 | 18,405 | 14,551 | 22,832 | 22,742 | | | Immediate vesting of equity awards(2) | 20,979,528 | 3,524,185 | 3,683,355 | 1,920,242 | 1,492,291 | | | TOTAL | 22,318,297 | 3,996,452 | 4,164,416 | 2,223,265 | 1,726,783 | | Termination Without Cause by the Company or For Good Reason by the Executive | Termination payment | 3,910,000 | 495,000 | 475,000 | 423,000 | 385,000 | | | Pro-rata annual incentive award (greater of target or last year actual) | 1,324,690 | 453,862 | 466,510 | 280,191 | 211,750 | | | Immediate vesting of certain equity awards(2)(3) | 26,824,796 | 1,595,489 | 1,787,601 | 807,802 | 597,324 | | | Health & welfare benefit | 28,158 | 18,405 | 14,551 | 22,832 | 22,742 | | | TOTAL | 32,087,644 | 2,562,756 | 2,743,662 | 1,533,825 | 1,216,816 | | Change-in-Control—Employment Continues | Immediate vesting of equity awards(2) | 26,824,796 | 3,524,185 | 3,683,355 | 1,920,242 | 1,492,291 | | | TOTAL | 26,824,796 | 3,524,185 | 3,683,355 | 1,920,242 | 1,492,291 | | Change-in-Control—Termination Without Cause by the Company | Termination payment | 5,865,000 | 1,732,500 | 1,662,500 | 1,311,300 | 1,193,500 | | | Pro-rata annual incentive award (greater of target or last year actual) | 1,324,690 | 453,862 | 466,510 | 280,191 | 211,750 | | | Immediate vesting of equity awards(2) | 26,824,796 | 3,524,185 | 3,683,355 | 1,920,242 | 1,492,291 | | | Health & welfare benefit | 28,158 | 36,810 | 29,102 | 45,664 | 45,484 | | | TOTAL | 34,042,644 | 5,747,357 | 5,841,467 | 3,557,397 | 2,943,025 |

  178. Quantification of Potential Payments

    | (1) Amounts shown for Mr. Armes are determined in accordance with the terms of his employment agreement, discussed under “Chief Executive Officer Compensation in Fiscal 2025,” as well as the CIC and Severance Plan. Where benefits between the employment agreement and the CIC and Severance Plan overlap, the highest potential amount is shown. |

  179. Quantification of Potential Payments

    | (2) These amounts are calculated assuming that the market price per share of the Company’s common stock on the date of the event was equal to the closing price of the Company’s common stock on March 31, 2025 ($291.52), the last trading day of fiscal 2025. Additionally, it assumes that, for performance shares that have not vested, the performance conditions are satisfied at target (100%) vesting at the time of termination. |

  180. Quantification of Potential Payments

    | (3) Pursuant to Mr. Armes’ employment agreement, all unvested equity awards vest immediately in this termination scenario. For the other NEOs under the CIC & Severance Plan, the shares vesting within one year following termination automatically vest. |

  181. Quantification of Potential Payments

    | | | 2025 Proxy Statement | 65 |

  182. Quantification of Potential Payments

    CEO Pay Ratio

  183. CEO Pay Ratio

    CEO Pay Ratio

  184. Pay Ratio

    Pay Ratio For fiscal 2025, the ratio of CEO Compensation to the Median Annual Compensation was 178 to 1. This CEO Compensation to the Median Annual Compensation ratio is a reasonable good faith estimate calculated in a manner consistent with SEC regulations using the data and assumptions summarized above. The assumptions we used are specific to our Company and our employee population. Because the SEC’s regulations for identifying the Median Employee, calculating annual total compensation, and determining the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, the Company’s pay ratio disclosure may not be comparable to that reported by other companies. Additionally, our pay ratio is not an element that the Compensation Committee considers in setting CEO compensation, nor is CEO Compensation a material element that management considers in making compensation decisions for non-officer employees.

  185. Pay Ratio

    | 66 | | | 2025 Proxy Statement |

  186. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The following table sets forth required disclosures regarding our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. These required disclosures include a figure labeled “Compensation Actually Paid” (“CAP”), which is calculated pursuant to SEC disclosure requirements. While CAP includes some compensation elements that are actually paid by the Company and received by the NEOs (namely, base salary and AIP payments), CAP includes amounts that the Company did not actually pay to the NEOs in the fiscal years below and that the NEOs did not receive from the Company. As such, CAP is not equivalent to realized pay. The Compensation Committee did not consider these disclosures in evaluating compensation decisions in any year shown. For a fulsome discussion of how the Compensation Committee does seek to align executive pay with Company performance when making compensation decisions, please refer to “The Compensation Decision Making Process” and “Executive Compensation Program” in the CD&A.

  187. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (1)(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2) ($) | Value of Initial Fixed $100 Investment based on (3) : | | Net Income ($ Thousands) | EBITDA (4) ($ Thousands) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2021 | 3,639,862 | 11,391,348 | 1,091,141 | 2,199,938 | 227.50 | 177.22 | 40,099 | 91,329 | | 2022 | 17,043,097 | 12,476,830 | 1,506,616 | 945,584 | 198.16 | 188.76 | 67,319 | 133,323 | | 2023 | 4,276,487 | 9,426,129 | 1,426,777 | 2,102,263 | 234.13 | 186.26 | 96,574 | 174,067 | | 2024 | 5,963,245 | 24,801,517 | 1,661,475 | 3,501,738 | 395.35 | 205.68 | 102,539 | 200,013 | | 2025 | 6,330,479 | 17,689,641 | 1,715,506 | 2,644,990 | 491.27 | 176.57 | 136,652 | 227,860 |

  188. Pay Versus Performance Disclosure

    | (1) The individuals comprising the PEO and Non-PEO NEOs for each year presented are listed below : |

  189. Pay Versus Performance Disclosure

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | PEO: NON-PEO NEOS: | Joseph Armes James Perry Donal Sullivan Luke Alverson Jeff Underwood | Joseph Armes James Perry Donal Sullivan Luke Alverson Danielle Garde | Joseph Armes James Perry Donal Sullivan Luke Alverson Danielle Garde | Joseph Armes James Perry Donal Sullivan Luke Alverson | Joseph Armes James Perry Donal Sullivan Craig Foster Luke Alverson Gregg Branning |

  190. Pay Versus Performance Disclosure

    | (2) The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K. To calculate CAP for the PEO and Non-PEO NEOs, the following adjustments were made to the Summary Compensation Table (“SCT”) Total in accordance with SEC methodology: |

  191. Pay Versus Performance Disclosure

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | Year | PEO ($) | Non-PEO NEO Average ($) | PEO ($) | Non-PEO NEO Average ($) | PEO ($) | Non-PEO NEO Average ($) | PEO ($) | Non-PEO NEO Average ($) | PEO ($) | Non-PEO NEO Average ($) | | SCT Total | 6,330,479 | 1,715,506 | 5,963,245 | 1,661,475 | 4,276,487 | 1,426,777 | 17,043,097 | 1,506,616 | 3,639,862 | 1,091,141 | | Less: Change in Actuarial Value of Pension Plan Value | (5,148) | — | (3,022) | — | 13,961 | — | 6,486 | — | (4,664) | — | | Less: GDFV of Equity Awards Reported in SCT Total Compensation | (4,221,414) | (882,670) | (3,733,051) | (781,912) | (2,251,035) | (661,237) | (15,314,974) | (726,354) | (1,775,967) | (420,831) | | Plus: Year End Fair Value of Equity Awards Granted in Covered Year | 5,145,837 | 1,012,317 | 6,923,908 | 1,412,904 | 2,982,181 | 866,910 | 12,266,848 | 593,743 | 3,980,706 | 963,571 | | Change in Fair Value of Equity Awards that Vested in Covered Year | 946,913 | 268,780 | 322,469 | 85,356 | (65,768) | (5,276) | (22,956) | (5,535) | 6,190 | (2,527) | | Change in Fair Value of Outstanding Unvested Equity Awards from Prior Years | 9,492,974 | 351,722 | 15,327,968 | 995,941 | 4,470,303 | 475,088 | (1,498,186) | (422,887) | 5,545,221 | 568,584 | | Calculated CAP | 17,689,641 | 2,644,990 | 24,801,517 | 3,501,738 | 9,426,129 | 2,102,263 | 12,476,830 | 945,584 | 11,391,348 | 2,199,938 |

  192. Pay Versus Performance Disclosure

    | The above equity award values are calculated in accordance with FASB ASC Topic 718. |

  193. Pay Versus Performance Disclosure

    | | | 2025 Proxy Statement | 67 |

  194. Pay Versus Performance Disclosure

    | (3) The Peer Group TSR set forth in this table utilizes a custom peer group, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report. The comparison assumes $100 was invested for the period starting April 1, 2020, through March 31 of the listed year in each of the Company and in the custom peer group, respectively. |

  195. Pay Versus Performance Disclosure

    | (4) We determined EBITDA to be the most important financial performance measure used to link Company performance to the calculated CAPs of our PEO and Non-PEO NEOs in fiscal 2025. This performance measure may not have been the most important financial performance measure for fiscal years 2021, 2022, 2023 and 2024, and we may determine a different financial performance measure to be the most important financial performance measure in future years. EBITDA is defined for purposes of the AIP as set forth above in the “Compensation Discussion and Analysis” section. See Exhibit A for GAAP reconciliation information. |

  196. NEO Compensation Actually Paid and Company Performance

    NEO Compensation Actually Paid and Company Performance The following chart sets forth the relationship between the CAP calculation of our PEO, the average CAP of our other NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years. The following chart sets forth the relationship between the calculated CAP of our PEO, the average CAP of our other NEOs, and the Company’s EBITDA over the five most recently completed fiscal years. The following chart sets forth the relationship between the calculated CAP of our PEO, the average CAP of our other NEOs, and the Company’s Net Income over the five most recently completed fiscal years. The following chart compares the Company’s TSR over the last five completed fiscal years to that of the Peer Group over the same period. The following table presents the financial performance measures that the Company considers to have been the most important in linking the CAP of our PEO and other NEOs for fiscal 2025 to Company performance. The CAP calculation is heavily influenced by the year-over-year change in values of unvested equity awards, and equity awards constitute the majority of our NEO’s compensation. As such, TSR performance has an outsized effect on CAP figures when compared to SCT totals.

  197. NEO Compensation Actually Paid and Company Performance

    | TSR | | EBITDA | | Cash Flow from Operations |

  198. NEO Compensation Actually Paid and Company Performance

    | 68 | | | 2025 Proxy Statement |