0001624794-24-000014.txt : 20240401 0001624794-24-000014.hdr.sgml : 20240401 20240401163302 ACCESSION NUMBER: 0001624794-24-000014 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240401 FILED AS OF DATE: 20240401 DATE AS OF CHANGE: 20240401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UNDERWOOD JEFF CENTRAL INDEX KEY: 0002017190 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37454 FILM NUMBER: 24809953 MAIL ADDRESS: STREET 1: 5420 LYNDON B. JOHNSON FWY., SUITE 500 CITY: DALLAS STATE: TX ZIP: 75240 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CSW INDUSTRIALS, INC. CENTRAL INDEX KEY: 0001624794 STANDARD INDUSTRIAL CLASSIFICATION: ADHESIVES & SEALANTS [2891] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 472266942 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 5420 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: (214) 884-3777 MAIL ADDRESS: STREET 1: 5420 LYNDON B. JOHNSON FREEWAY STREET 2: SUITE 500 CITY: DALLAS STATE: TX ZIP: 75240 FORMER COMPANY: FORMER CONFORMED NAME: CSWC Newco Corp. DATE OF NAME CHANGE: 20141110 3 1 wk-form3_1712003567.xml FORM 3 X0206 3 2024-04-01 0 0001624794 CSW INDUSTRIALS, INC. CSWI 0002017190 UNDERWOOD JEFF 5420 LYNDON B. JOHNSON FWY., SUITE 500 DALLAS TX 75240 0 1 0 0 SVP, GM Contractor Solutions Common Stock 2420 D Performance Rights Common Stock 1553 D Performance Rights Common Stock 843 D Performance Rights Common Stock 1097 D 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, 2021 and ending on March 31, 2024 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, 2022 and ending on March 31, 2025 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. /s/Luke E. Alverson, Attorney in Fact 2024-04-01 EX-24 2 underwoodpoa.txt EX-24 LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby constitutes and appoints each of Joseph B. Armes and Luke E. Alverson, or either of them acting singly and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer or director or both of CSW Industrials, Inc. (the "Company"), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the "SEC") and any securities exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; 3. seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to each of the undersigned's attorneys-in-fact appointed by this Limited Power of Attorney and approves and ratifies any such release of information; and 4. take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney to be effective March 22, 2024. Signed and acknowledged: /s/ Jeff Underwood Signature Jeff Underwood Printed Name