CSW Form 4: 5,971 restricted shares granted to CEO Armes
Rhea-AI Filing Summary
Joseph B. Armes, Chairman, President & CEO of CSW INDUSTRIALS, INC. (CSW), reported equity awards and holdings on a Form 4. On 10/01/2025 he was granted 5,971 shares of restricted common stock that vest ratably over three years, and he directly beneficially owns 67,493 shares following the grant. The filing also discloses 3,219 shares held indirectly through an ESOP.
The report lists multiple outstanding performance rights and restricted stock units: performance rights covering 8,004, 8,236, 12,422, and 18,372 underlying shares across distinct multi‑year performance cycles tied to relative total shareholder return versus the Russell 2000, and 19,685 restricted stock units with vesting linked to hiring and tenure of a successor CEO. Some performance rights may settle in cash or shares per company discretion.
Positive
- 5,971 shares of restricted stock granted to the CEO, aligning incentives over a three‑year vesting period
- Performance rights are tied to relative total shareholder return versus the Russell 2000, linking pay to market‑relative performance
- 19,685 RSUs tie a portion of compensation to successful CEO succession and first‑year retention
Negative
- Performance rights include a wide payout range of 0%–200%, creating variability in potential dilution or cash settlement
- Some performance rights may be settled in cash at the issuer's discretion, which could affect cash flow if exercised
Insights
Equity awards align the CEO with multi‑year TSR goals and succession milestones.
The grants include 5,971 restricted shares vesting over three years and several performance right tranches totaling 47,034 underlying shares across different performance cycles tied to relative total shareholder return versus the Russell 2000.
The 19,685 restricted stock units vest based on the recruitment and first anniversary of a successor CEO, linking pay to leadership transition milestones. The performance rights' 0%–200% payout range and cash-or-stock settlement option are explicitly disclosed.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 5,971 | $0.00 | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Performance Rights | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Represents shares of restricted common stock granted to the reporting person pursuant to the issuer's 2024 Equity and Incentive Compensation Plan. The shares vest ratably over a three-year period on each annual anniversary of the grant. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle beginning on April 1, 2025 and ending on March 31, 2028 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle beginning on April 1, 2024 and ending on March 31, 2027 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle beginning on April 1, 2023 and ending on March 31, 2026 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest in two equal amounts, at a rate between 0% and 200%, during two performance cycles beginning on April 1, 2021 and ending on each of March 31, 2026 and 2027 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at vesting. 40% of the restricted stock units vest no earlier than April 26, 2025 upon the successful recruitment and hiring of a successor Chief Executive Officer; the remaining 60% vest upon the successful first employment anniversary of a successor Chief Executive Officer.
