UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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  | 5400 LBJ Freeway, Suite 1300 Dallas, TX 75240 214.238.5700 www.capitalsouthwest.com |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 20, 2016
29, 2020
To the Shareholders of Capital Southwest Corporation:
The 20162020 Annual Meeting of Shareholders of Capital Southwest Corporation (“Capital Southwest”) will be held on July 20, 2016,29, 2020, at 9:00 a.m., Dallas time (the “Annual Meeting”). We will hold our Annual Meeting inat the Madison Conference Room, Hilton Dallas Lincoln Centre located at 5410 LBJ Freeway, Dallas, Texas 75240. The purpose of this meeting is for our shareholders to consider and vote to:
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Shareholders of record at the close of business on June 1, 2016.2020 are entitled to receive notice and to vote at the Annual Meeting.
Your vote is very important. Accordingly, please vote or authorize a proxy to vote, whether or not you plan to attend the Annual Meeting. You may vote or authorize your proxy to vote by (1) mail by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope we have provided; (2) Internet at www.proxyvote.com; (3) phone by calling 1‑800‑690‑6903; or (4) attending the Annual Meeting and voting in person.
If you hold your shares through a broker, bank or other nominee and you want to vote in person at the Annual Meeting, you must obtain a legal proxy from the record holder of your shares and present it at the Annual Meeting. If you plan to attend the Annual Meeting to vote in person and are a "shareholder of record" (i.e. you hold shares directly with Capital Southwest or with our transfer agent, American Stock Transfer & Trust Company), no further action is required.
Capital Southwest has elected to provide access to its proxy materials to its shareholders over the Internet under the Securities and Exchange Commission's (the "SEC") "notice and access" rules. On or about June 9, 2020, the Company is mailing to its shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy statement and annual report on Form 10-K for the year ended March 31, 2020 (the "Annual Report"). The Notice of Internet Availability of Proxy Materials also contains instructions on how you may request from us, free of charge, hard copies of the proxy statement and the Annual Report. Capital Southwest believes that providing its proxy materials over the Internet will expedite shareholders' receipt of proxy materials, lower the costs associated with the Annual Meeting and conserve resources.
Please be advised that Capital Southwest is monitoring the recent global outbreak of COVID-19 (more commonly known as the coronavirus) and the related health and travel concerns. If Capital Southwest determines that it is not advisable to hold the Annual Meeting in person, the Company may determine to hold a virtual meeting of shareholders, which will be conducted via live webcast. If such a determination is made, the Company will, as promptly as possible, announce details on how to participate in such virtual Annual Meeting by issuing a press release and posting such information at www.proxyvote.com. In addition, such details will be filed with the SEC as additional proxy materials.
Thank you for your support of Capital Southwest Corporation.
| By Order of the Board of Directors | |
| Michael S. Sarner | |
| Chief Financial Officer, | |
| Chief Compliance Officer, Secretary, and Treasurer | |
June 2, 2020
Dallas, Texas
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JULY 20, 2016. Our proxy statement29, 2020.
The Notice of Annual Meeting, this Proxy Statement and ourthe Annual Report on Form 10-K forare available online at www.proxyvote.com. This Proxy Statement and the fiscal year ended March 31, 2016 (“Annual Report”) are availableReport can also be found on our website (http://ir.capitalsouthwest.com/sec.cfm). The EDGAR version of our Annual Report is also available atwww.capitalsouthwest.com under the “SEC Filings” tab or on the SEC’s EDGAR website (www.sec.gov).at www.sec.gov.
The date, time and location of the postage-paid envelope we have provided; (2) Internet at www.proxyvote.com; (3) phone by calling 1-800-690-6903; or (4)Annual Meeting;
A list of the matters intended to be acted on and our recommendations regarding those matters;
Any control/identification numbers that you need to access your proxy card; and
Information about attending the Annual Meeting and voting in person. If you plan to attend the Annual Meeting to vote in person and your shares are registered in your own name with our transfer agent, American Stock Transfer & Trust Company, you may do so. If your shares are held in the name of a broker or bank, you must secure a proxy from the broker or bank assigning voting rights to you for your shares. This proxy statement, proxy card and any accompanying proxy materials are being mailed to stockholders on or about June 21, 2016.
PROXY STATEMENT
2020 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 20, 201629, 2020
GENERAL INFORMATION
We are furnishing you this proxy statementProxy Statement in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Capital Southwest Corporation, a Texas corporation (the “Company,” “Capital Southwest,” “we,” “us,” or “our”). These proxies will be used atThis Proxy Statement addresses the items of business for the 2020 Annual Meeting of Shareholders of Capital Southwest (the “Annual Meeting”) to be held on July 20, 201629, 2020 or any postponement or adjournment thereof. We will hold the Annual Meeting at 9:00 a.m., DallasCentral time inat the Madison Conference Room, Hilton Dallas Lincoln Centre located at 5410 LBJ Freeway, Dallas, Texas 75240. This proxy statement,The Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended March 31, 2020 (the “Annual Report”), the proxy card and any accompanying proxy materials, and how to vote or authorize a proxy are being mailed to shareholders on or about June 21, 2016.9, 2020.
We encourage you to vote your shares by attending the Annual Meeting, by telephone, through the Internet, or by granting a proxy (i.e., authorizing someone to vote your shares). If you properly sign and date the enclosed proxy card, or authorize your proxy by telephone or through the Internet, and the Company receives your vote in time for voting at the Annual Meeting, the persons named as proxies will vote your shares in the manner that you specify. If you give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR the election of the nominees as directors and FOR other matters listed in the accompanying Notice of Annual Meeting of Shareholders in accordance with the recommendation of the Board.
PROPOSALS TO BE VOTED ON
At the Annual Meeting, you will be asked to vote on the following seven proposals:
Proposal 1: Elect six directors to serve until the 2021 Annual Meeting of Shareholders or until their respective successors are duly elected and qualified;
Proposal 2: Approve, on an advisory basis, the compensation of our named executive officers; and
Proposal 3: Ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021.
Our Board recommends that you vote FOR Proposal 1, Proposal 2 and Proposal 3.
VOTING INFORMATION
Record Date and Who May Vote
Our Board designated the close of business on June 1, 2020 as the record date (the “Record Date”) for determining shareholders entitled to vote at the Annual Meeting. As of the Record Date, we had 17,998,098 shares of common stock outstanding and entitled to vote. Each share of our common stock is entitled to one vote on each matter that is voted on at the Annual Meeting.
If you are a “shareholder of record” (i.e., you hold shares directly with Capital Southwest or with our transfer agent, American Stock Transfer & Trust Company) as of the Record Date, you may vote your shares by (1) attending the Annual Meeting and voting your shares, (2) submitting a completed, signed, and dated proxy card, or (3) voting through the Internet or by telephone. Specific instructions to be followed by shareholders of record interested in voting via the Internet or by telephone are shown on the enclosed proxy card and the Notice of Internet Availability of Proxy Materials.
If your shares are held in a brokerage account or bank, you are considered the beneficial owner of the shares of common stock, and these proxy materials, together with the enclosed voting instruction form, are being forwarded to you by your broker or bank. As a beneficial owner, you must instruct your broker, trustee or other representative how to vote. Your broker cannot vote your shares of common stock on your behalf without your instructions. A “broker non-vote” with respect to a matter occurs when a broker, bank or other nominee holding shares on behalf of a beneficial owner has not received voting instructions from the beneficial owner on a particular proposal and does not have discretionary authority to vote the shares on such proposal. Brokers, banks and other nominees will not have discretionary authority to vote on the proposals with respect to the election of directors (Proposal 1) and the advisory vote on executive compensation (Proposal 2); however, brokers, banks and other nominees will
If you hold shares of common stock through a “discretionary” item. This means that brokerage firmsbroker, bank or other nominee and you want to vote in person at the Annual Meeting, you must obtain a legal proxy from the record holder of your shares and present it at the Annual Meeting. Depending upon your broker or custodian, you may be able to vote either by telephone or through the Internet. Please refer to the enclosed instruction form or the Notice of Internet Availability of Proxy Materials for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed proxy card.
Voting by Internet, by Phone, by Mail or In Person
If your shares are held directly in your name, you may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions at least 10 days before the date of the Annual Meeting.
By Internet:Internet: Go to www.proxyvote.comand use the Internet to transmit your voting instructions and forby electronic delivery of information until 11:59 p.m. Eastern Time on July 19, 2016.28, 2020. Have your proxy card in hand when you access the website and then follow the instructions.
By Phone:Phone: Call 1‑800‑690‑6903 Call 1-800-690-6903 on any touch-tone telephone to transmit your voting instructions until 11:59 p.m. Eastern Time on July 19, 2016.28, 2020. Have your proxy card in hand when you call and then follow the instructions.
By Mail:Mail: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided. The named proxies will vote your shares according to your directions. If you submit a signed proxy card without indicating your vote, the person voting the proxy will vote in favor of proposals 1, 2, and 3.
If you sign, date and return your proxy card but do not make any selection on the proxy card, in accordance with the recommendations of the Board, the proxy holders named on your proxy card will vote your shares are held by a bank, brokerageFOR the proposals to: (1) elect each of the director nominees, (2) approve, on an advisory basis, the compensation of our named executive officers, and (3) ratify the appointment of RSM US LLP as our independent registered public accounting firm or other nominee, you are consideredfor the “beneficial owner” of shares held in “street name.” fiscal year ending March 31, 2021.
If your shares are held in street name, these proxy materials are being forwarded to you by your bank, brokerage firm or other nominee (the “account holder”),account holder, along with a voting instruction card.instructions. As the beneficial owner, you have the right to direct your account holder how to vote your shares, and the account holder is required to vote your shares in accordance with your instructions. In addition, as the beneficial holderowner of shares, you are entitled to attend the Annual Meeting. If you are a beneficial owner, however, you may not vote your shares in person at the meetingAnnual Meeting unless you obtain a legal proxy, executed in your favor, from the account holder of your shares.
Confidentiality
Proxy cards, ballots and voting tabulations that identify individual shareholders are confidential. Only the inspectors of election and certain employees associated with processing proxy cards and counting the votes have access to your card.
If you are a "shareholder of record," you may revoke a proxy or change your vote at any time before the Annual Meeting by any of the following methods:
sending a written revocation to our Secretary at our principal executive office;
authorizing your proxy through the Internet or by telephone;
executing and submitting a later-dated proxy card; or
voting in person at the Annual Meeting.
Unless you attend the Annual Meeting and vote your shares in person, you should change your vote using the same method (by telephone, Internet or mail) that you first used to vote your shares. That way, the inspectors of election for the Annual Meeting will be able to verify your latest vote.
The Annual Meeting will be held only if a quorum is present. The presence at the Annual Meeting, in person or by proxy, of holders of a majority of the shares entitled to vote at the Annual Meeting will constitute a quorum. Abstentions and “broker non-votes” will be treated as shares present for determining whether a quorum is established. A “broker non-vote” with respect to a matter occurs when a broker, bank or other nominee holding shares in on behalf of a beneficial owner has not received voting instructions from the beneficial owner on a particular proposal and does not have discretionary authority to vote the shares on such proposal.
If a quorum is not present at the Annual Meeting, the shareholders who are represented may adjourn the Annual Meeting until a quorum is present. Such adjournment will be permitted if approved by the holders of a majority of the shares represented in person or by proxy at the Annual Meeting, whether or not a quorum is present. Abstentions and “broker non-votes” will not be counted as votes cast on such adjournment and will have no effect on the adjournment vote.
Vote Required; How Votes Are Counted
All votes will be tabulated by the inspectors of election appointed for the Annual Meeting, who will separately tabulate affirmative votes, negative votes and abstentions. Shareholders may not cumulate their votes on any proposals.
Assuming a quorum is present at the Annual Meeting, the following votes are required to approve each proposal:
| Proposal | Vote Required | |
Proposal One: Election of Directors | ||
Proposal Two: Advisory Vote on the Compensation of our Named Executive Officers | The affirmative vote of a majority of the votes cast by | |
Proposal Three: Ratification of Independent Registered Public Accounting Firm | The affirmative vote of a majority of the votes cast by holders of our shares as of the Record Date present or represented at the Annual Meeting is required to ratify the appointment of RSM US LLP to serve as our independent registered public accounting firm for fiscal year ending March 31, 2021. Abstentions have the same effect as votes cast against the | |
We are not aware of any other matters that may be presented or acted on at the Annual Meeting. If you vote by signing and returning the enclosed proxy delivered to us, unlesscard or using the telephone or Internet voting procedures, the individuals named as proxies on the card may vote your shares, in their discretion, on any other matter requiring a shareholder otherwise specifies therein,vote that comes before the Annual Meeting.
Information regarding this Solicitation
The Company will be voted “FOR” proposals 1, 2, and 3. In each case where the shareholder has appropriately specified how the proxy is to be voted, it will be votedbear all expenses incurred in accordanceconnection with the shareholder’s specification.
Annual Report to the Internet, the cost of mailing the Notice of Internet Availability of Proxy Materials, and any requested proxy materials to the shareholders.. In addition, our executive officers and employees may solicit your proxy by telephone, by facsimile transmission or in person, for which they will not be separately compensated. If your shares are held in street name, you must follow the specific voting directions provided to you by your bank, broker, nominee or other holder of record to change or revoke any instructions you have already provided. Alternatively, obtainthrough a proxy from your bank, broker or other holdernominee (i.e., in “street name”), we have requested that your broker or nominee forward this Proxy Statement to you and obtain your voting instructions, for which the Company will reimburse them for reasonable out-of-pocket expenses. Our principal executive office is located at 5400 LBJ Freeway, Suite 1300, Dallas, Texas 75240.
Notice of recordInternet Availability of Proxy Materials
In accordance with regulations promulgated by the Securities and provide it with your vote atExchange Commission (the "SEC"), the Company has made this Proxy Statement, the Notice of Annual Meeting of Shareholders, and the Annual Meeting.
Questions
If you have any postponement or adjournment thereof. The Board knows of no other items of business that will be presented for consideration atquestions about the Annual Meeting, voting or your ownership of our common stock or other thaninformation related to the proposals described in this proxy statement. In addition, no shareholder proposals or nominations were received on a timely basis, so no such matterssolicitation, you may be brought to a votecontact Michael Sarner at the Annual Meeting.214-238-5700.
PROPOSAL ONE: ELECTION OF DIRECTORS
serve.
Board Composition
The Nominating and Corporate GovernanceNCG Committee seeks directors with established, strong professional reputations and experience in areas relevant to the strategy and operations of our business.investment strategy. Each of the nominees for election as a director at the Annual Meetingnominees holds or has held senior executive positions in large, complex organizations and has experience that meets this objective, as described below.objective. In these positions, they haveeach of the director nominees has also gained experience in core management skills, such as strategic and financial planning, public company financial reporting, compliance, risk management and leadership development. Each of our directorsdirector nominees also has experience serving on or advising boards of directors and board committees of other organizations and has an understanding of corporate governance practices and trends.
The Nominating and Corporate GovernanceNCG Committee also believes that each of the director nominees has other key attributes that are important to an effective board: integrity, candor, analytical skills, the willingness to engage management and each other in a constructive and collaboratecollaborative fashion, and the ability and commitment to devote significant time and energy to serve on the Board and its committees. The Nominating and Corporate GovernanceNCG Committee takes into account diversity considerations in determining the director nominees and planning for director succession and believes that, as a group, the director nominees bring a diverse range of perspectives to the Board’s deliberations.
In addition to the above, the Nominating and Corporate GovernanceNCG Committee also considered the specific experienceexperiences described in the biographical details that followinformation below in determining to nominaterecommend to the individuals set forth belowBoard to approve the nominations of the director nominees for election as directors.at the Annual Meeting.
Director Qualifications
The NCG Committee reviews with the Board on an annual basis the appropriate skills and characteristics required of Board members in the context of the then-current composition of the Board. This assessment includes, in addition to qualities of intellect, integrity and judgment, the consideration of business experience and knowledge, reputation and character, issues of diversity, relevant industry and trade association knowledge and participation, accounting and financial expertise, public company experience, willingness and ability to devote the time and effort required to effectively serve on the Board and relevant legal and regulatory qualifications. The NCG Committee makes this determination in the context of an assessment of the perceived needs of the Board at that point in time.
The Board recognizes that its members benefit from service on the boards of other companies. While we encourage that service, we also believe it is critical that directors have the ability to dedicate sufficient time to their service on our Board.
Information about the Director Nominees
For each director nominee, we have highlighted certain key areas of experience that qualify him or her to serve on the Board in each of their respective biographies below. The business address of each director nominee listed below is 5400 LBJ Freeway, Suite 1300, Dallas, Texas 75240. No director nominee otherwise serves as a director of an investment company subject to the Investment Company Act of 1940 (the “1940 Act”). There are currently no family relationships among any director, nominee, or executive officer.
| Name and Age | Position Held with Company | Year First Elected or Appointed | Principal Occupation | |||
| Independent Directors | ||||||
David R. Brooks (61) | Chairman of the Board | 2014 | Chairman and Chief Executive Officer of Independent Bank Group, Inc. | |||
| Christine S. Battist (51) | Director | 2018 | Chief Financial Officer of Avison Young | |||
| Jack D. Furst (61) | Director | 2014 | Founder of Oak Stream Investors | |||
| T. Duane Morgan (70) | Director | 2012 | Former/Retired Senior Vice President of Gardner Denver, Inc. | |||
| William R. Thomas (49) | Director | 2014 | President of Thomas Heritage Foundation | |||
| Interested Director | ||||||
| Bowen S. Diehl (51) | Director, President and Chief Executive Officer | 2015 | President and Chief Executive Officer of Capital Southwest Corporation | |||
Director Nominee Biographies
Independent Directors
The Board has determined that Ms. Battist and Messrs. Brooks, Furst, Morgan and Thomas are “independent” as defined by the Nasdaq Stock Market Rules and are not “interested persons” for Director
purposes of the 1940 Act.
Christine S. Battist is the Chief Financial Officer of Avison Young, a private commercial real estate services firm. Ms. Battist joined Avison Young in January 2018 and as CFO is responsible for all accounting, treasury, tax and finance activities of the company. Previously, Ms. Battist was the Chief Financial Officer and Treasurer from 2012 to 2016 at Silver Bay Realty Trust Corp. (NYSE: SBY), a public real estate investment trust focused on single-family residential properties for rental income and capital appreciation. Prior to this, from 2011 to 2012, Ms. Battist was Managing Director at Two Harbors Investment Corp. (NYSE: TWO), a public real estate investment trust focused on residential mortgage-backed securities. From 2007 to 2011, Ms. Battist was Director of Investor Relations at The Mosaic Company (NYSE: MOS), a Fortune 500 agribusiness company. Ms. Battist has over 25 years of experience in the accounting and finance fields, including leading an IPO, secondary offerings, mergers and acquisitions, debt restructurings, investor relations, internal audit and establishing finance infrastructure. Ms. Battist holds a Bachelor of Business Administration in Accounting from St. Norbert College and is a Certified Public Accountant in Texas. Capital Southwest benefits from Ms. Battist’s extensive experience and track record of managing accounting, finance and investor relations affairs for public and private companies. In addition, Capital Southwest will benefit from Ms. Battist’s qualification as an “audit committee financial expert” as defined under Item 407 of Regulation S-K.
Jack D. Furst57, joined our Board in July 2014. Mr. Furst is the founder of his ownOak Stream Investors, a private investment firm Oak Stream Investors, which he started in 2008. Mr. Furst has over 35 years of experience in leveraged acquisitions and private investments. He has been affiliated withjoined HM Capital Partners LLC, (“HM Capital”), a private equity firm, sincein 1989, the year in which it was formed (as Hicks, Muse, Tate & Furst, Inc.). Until 2008, he was a Partnerpartner in HM Capital and was involved in all aspects of the firm’s business, including originating, structuring and monitoring HM Capital’s investments. Mr. Furst has over 25 years of experience in leveraged acquisitions and private investments. Prior to joining HM Capital, Mr. Furst served as a Vice President and subsequently a Partnerpartner of Hicks & Haas from 1987 to 1989. From 1984 to 1986, Mr. Furst was a mergermergers and acquisitions/corporate finance specialist for The First Boston Corporation in New York. Before joining First Boston, Mr. Furst was a Financial Consultant at PricewaterhouseCoopers. Mr. Furst received his Bachelor of Science degree with honors from the College of Business Administration at Arizona State University and his MasterMasters of Business Administration degree with honors from the Graduate School of Business at The University of Texas at Austin. Capital Southwest will benefitbenefits from Mr. Fursts’Furst’s senior executive and extensive private equity experience and his significant experience as a director of public and private companies.
T. Duane Morgan, 66, joined our Board in May 2012. is the retired former President of the Engineered Products Group (EPG) of Gardner Denver, a global industrial manufacturer. Under Mr. Morgan, has beenthe EPG at Gardner Denver generated $1.1 billion of revenue across four divisions and 22 production facilities in the US, China, Germany, UK and Sweden. He spent almost 10 years with Gardner Denver until it was sold to Kohlberg Kravis Roberts (KKR) in July 2013 for $3.9 billion. Following the sale, Mr. Morgan continued as a Senior Vice President of Gardner Denver Inc., and advisor to Kohlberg Kravis Roberts & Co. L.P. (“KKR”) duringKKR through July 2014, advising on matters including operational transition and strategy, as well as making presentations to ratings agencies that resulted in favorable financing for KKR and the transition after the purchase ofnew company. Prior to Gardner Denver, by KKR in July 2013. Before the purchase, Mr. Morgan was spent 20 years with Cooper Cameron, serving as President or Vice President of Gardner Denver and Presidentseveral of the Engineered Products Group with broad experience in the global energy and industrial manufacturing sectors.Cooper Cameron’s major divisions. Mr. Morgan also serves on the board of SACHEM, Inc., a privately heldprivately-held specialty chemical company. He also co-founded three independent corporations during his business career. Mr. Morgan holds a Bachelor of Science in Mathematics from McNeese State University and a MasterMasters of Business Administration from Louisiana State University and alsoUniversity. He served as an Army Air Defense Artillery Officer in South Korea. Mr. Morgan is a National Association of Corporate Directors (“NACD”) Governance Fellow. He has demonstrated his commitment to boardroom excellence by completing NACD’s comprehensive program of study for corporate directors. He supplements his skill sets through ongoing engagement with the director community, and access to leading practices. Capital Southwest will benefit greatlybenefits from Mr. Morgan’s broad experience in the energy sector, histrack record, spanning decades, of successful executive leadership experience and his management skills.
through multiple economic cycles.
William R. Thomas III, 45, joined our Board in January 2014. Mr. Thomas is a private investor who provides leadership for, and since 2008 heinvests in, organizations that create financial return, social impact or both. He also serves as a director of Encore Wire Corporation (WIRE), has served as President of the Thomas Heritage Foundation a non-profit grant-making corporation. In addition, Mr.since 2008, and manages personally and on behalf of Thomas serves as a directorHeritage Partners, Ltd. approximately 3.4% of Encore Wire Corporation (NASDAQ:WIRE).the outstanding shares of the Company. Mr. Thomas was also a Vice President ofdeal professional with Capital Southwest from 2006 to 2012. During this time, Mr. Thomas along withmade, enhanced and monetized investments, served on the boards of a dozen portfolio companies, and oversaw valuation and regulatory compliance. From 2004 to 2006, he earned his M.B.A. from Harvard Business School, during which time he served as a consultant to private equity clients at Investor Group Services. From 1993 through 2004, Mr. Thomas Heritage Partners, Ltd.,served in the U.S. Air Force as a pilot of multiple aircraft and led training, safety, acquisition, logistics and combat operations, achieving the rank of Major. Mr. Thomas is onerecognized as a National Association of the largest shareholders of our Company representing 3.8% of voting power. Mr. ThomasCorporate Directors (NACD) Board Leadership Fellow and graduated from the United States Air Force Academy and has a Master of Business Administration from Harvard Business School.Academy. Capital Southwest will benefitbenefits from Mr. Thomas’sThomas’ history with the Company, his investment experience as well as his management and entrepreneurial skills and his significant experienceperspective as a directormajor shareholder of public and private companies.
the Company.
The Board has been a member of our Board since 1988.determined that Mr. Wilson has been President of U.S. Equity Corporation since 1983 and has over 45 years of experienceDiehl is an “interested person” as defined in the 1940 Act due to his position as an executive or investor in numerous companies inofficer of the banking, insurance, manufacturing, communications, health and transportation industries. Mr. Wilson is also a director of Encore Wire Corporation (NASDAQ: WIRE). Mr. Wilson has a Bachelor of Business Administration degree from Baylor University. Capital Southwest will benefit from Mr. Wilson’s diverse industry experience, his significant experience as a director of public and private companies, and his experience as both an executive and an investor in numerous companies.
Bowen S. Diehl, 47, has served as President and Chief Executive Officer and as a director of Capital Southwest since October 2015. Also, in October 2015, the Nominating/Corporate Governance Committee nominated Mr. Diehl to serve as a director. Mr. Diehl joined Capital Southwest in March 2014 and served as its Chief Investment Officer from March 2014 to October 2015. Prior to joining Capital Southwest, fromMr. Diehl was employed by American Capital, Ltd., a publicly traded business development company ("BDC") and global asset manager. From 2007 to March 2014, Mr. Diehlhe served as Co-Head of American Capital’s Sponsor Finance Group, the group responsible for the majority of American Capital’s middle market lending business. He was also a Principal at American Capital from 2004From 2001 to 2007, he served as a senior investment professional in the Dallas Office of American Capital. Mr. Diehl has sourced, structured and a Vice President at American Capital from 2001 to 2004. Mr. Diehl’smanaged investments that have included senior and subordinated debt, as well as preferred and common equity in both control and non-control structures. Mr. Diehl’s investments have been ininvestment experience relates to a variety of industries including healthcare, business services, industrial manufacturing and consumer finance. Prior to American Capital, Mr. Diehl was a Vice President in Investment Banking at Merrill Lynch, where he gained experience working with companies in the exploration and production, oilfield services, natural gas pipeline, natural gas gathering and processing, homebuilding and semiconductor sectors. Prior to joining Merrill Lynch, Mr. Diehl was a Vice President in the Global Oil and Gas Group at Chase Securities Inc., in New York, NY and then in Houston, TX, completing numerous transactions in the upstream and midstream oil and gas sectors. Mr. Diehl earned a Bachelor of engineeringEngineering degree, with majors in Environmental/Geotechnical Engineering and Economics, from Vanderbilt University and a Masters of Business Administration from the University of Texas at Austin. Mr. Diehl, inIn his capacity as President and Chief Executive Officer, Mr. Diehl is an “interested person” under the Investment Company Act of 1940.1940 Act. Capital Southwest will benefitbenefits from Mr. Diehl’s extensive experience as a senior investment professional as well as his knowledge of the BDC industry.
Vote Required
The affirmative vote of a majority of the votes cast by holders of our shares as of the Record Date present in-person or represented by proxy at the Annual Meeting is required for the election of directors. Abstentions and “broker non-votes” will not be included in determining the number of votes cast and, as a result, do not affect the outcome.
THE BOARD RECOMMENDS YOU VOTE “FOR” EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROPOSAL.
If you validly sign and return a proxy card but give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR each of the director nominees in accordance with the recommendation of the Board.
Compensation Governance Highlights
Clawback Policy
Our Board adopted a Clawback Policy effective for all "incentive-based compensation" granted on or after April 25, 2018. Under the Clawback Policy, “incentive-based compensation” refers to “(i) the annual and other short-term incentive awards granted or earned based on individual or Company-wide goalsunder the Company’s annual or short-term cash incentive compensation programs; (ii) the restricted stock awards and other long-term incentive awards granted or vested under the Company’s equity or long-term incentive plans and programs; and (iii) any other incentive-based compensation granted or earned pursuant to an “incentive plan,” as such term is defined for purposes of Independence
Executive Stock Ownership and Holding Policy
Our Board adopted a Stock Ownership and Holding Policy, effective April 25, 2018, that requires our Chief Executive Officer to own common stock equal to four times his annual base salary, the Chief Financial Officer to own common stock equal to three times his annual base salary and all other executive officers to own common stock equal to three times their annual base salaries. The Stock Ownership and Holding Policy also requires our executive officers to hold 100% of net shares (i.e. shares remaining after payment of taxes) of our common stock acquired pursuant to the exercise of stock options or vesting of restricted stock until the earlier of twelve months following the exercise of stock options or vesting of restricted shares or the executive officer’s termination of employment. For more information about our Stock Ownership and Holding Policy, see “Compensation Discussion and Analysis—Stock Ownership and Holding Policy.”
Maximum Annual Incentive Opportunity
Our Board adopted a maximum limit on the annual cash incentive compensation that can be paid beginning with the fiscal year ended March 31, 2019 to our NEOs of two times their target annual incentive opportunity, effective April 25, 2018.
Director Governance Highlights
Voting Standard for Election of Directors Changed from Plurality Standard to Majority of Votes Cast Standard
On April 24, 2019, our Board adopted an amendment to our bylaws to change from a plurality standard to a majority of votes cast standard for the election of directors. To provide shareholders a meaningful role in director elections, our Board determined that the Company’s director election voting standard should be changed from a plurality voting standard to a majority of votes cast standard. The majority votes cast standard for director elections is fast becoming the norm at listed companies. Eighty-eight percent of S&P 500 companies have adopted a majority vote standard. We believe this change is in the best interests of our shareholders.
Director Retirement and Term Limitation Policy
On April 25, 2018, our Board adopted the Director Retirement and Term Limitation Policy that provides that no person may be nominated to stand for election or re-election to the Board as a non-employee director if the election would take place after such person has (1) reached age 72 and/or (2) served on our Board for an aggregate of 12 years. The Director Retirement and Term Limitation Policy provides that each non-employee director that reaches age 72 and/or an aggregate of 12 years of service on our Board must deliver a letter of resignation to be effective at the next annual meeting of shareholders following such delivery. At the time that the Director Retirement and Term Limitation was adopted on April 25, 2018, existing directors who had already
reached the age of 72 and/or had an aggregate of 12 years of service on our Board were required to deliver a letter of resignation to be effective at our 2019 annual meeting of shareholders.
Committee Chair Term Limitation Policy
On April 25, 2018, our NCG Committee proposed and our Board adopted a limit on the length of time that a director can serve as a committee chairperson. Pursuant to the resolution, no director may serve as a chairperson of a Board committee for longer than six years. However, the resolution does not limit the length of time that such director can serve on a Board committee in a non-chairperson capacity.
Non-Employee Director Stock Ownership Requirement
In October 2015, our NCG Committee adopted a stock ownership requirement for our non-employee directors to better align the interests of our Board with our shareholders. The stock ownership requirement initially provided that each non-employee director of our Board own shares of our common stock equal to 2.5 times the annual director retainer. On April 25, 2018, our Board amended this stock ownership requirement to require each non-employee director of our Board to own shares of our common stock equal to 3.5 times the annual director retainer. The Board acknowledges that the stock ownership requirement allows new directors a reasonable amount of time to comply.
Board Leadership and Corporate Governance
Our business and affairs are managed under the direction of the Board. The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing board leadership and that, Messrs. Armesgiven the dynamic and Diehlcompetitive environment in which we operate, the right board leadership structure may vary as circumstances warrant. Accordingly, the Board seeks to fulfill its responsibilities by continually seeking the appropriate board leadership and corporate governance for Capital Southwest.
Currently, the offices of Chairman of the Board and Chief Executive Officer are not “independent”separated. We have no fixed policy with respect to the separation of the offices of the Chairman of the Board and Chief Executive Officer. Nonetheless, the Board believes that the separation of the offices is in the best interests of the Company at this time and is an integral part of good corporate governance and the succession planning process.
No single leadership model is right for all companies at all times. Our Board recognizes that depending on the circumstances, other leadership models might be appropriate. Accordingly, our Board periodically reviews its leadership structure as definedpart of its annual self-assessment process.
The Board appoints the members of the Audit Committee, the Compensation Committee and the NCG Committee. Each of these committees has a written charter approved by the NASDAQ listing standards. Mr. Diehl is not considered independent asBoard. These committee charters are available on our website at www.capitalsouthwest.com/governance.
The current members of the committees are identified in the following table.
| Current Board Committees | ||||||
| Director | Audit | Compensation | Nominating/ Corporate Governance | |||
| Christine S. Battist | Chair | X | X | |||
| David R. Brooks | X | X | X | |||
| Jack D. Furst | X | Chair | X | |||
| T. Duane Morgan | X | X | X | |||
| William R. Thomas | X | X | Chair | |||
Board Independence and Meetings
During our fiscal year ended March 31, 2020, the Board held seven meetings. In fiscal year ended March 31, 2020, each director attended at least 75% of the aggregate of (1) the total number of meetings of the Board (held during the period for which he is currently an executive officeror she was a director) and (2) the total number of Capital Southwest. Under NASDAQ rules, Mr. Armes is not eligiblemeetings held by all committees of the Board on which he or she served (held during the periods that he or she served). We encourage our directors to be considered independent because he was employed by Capital Southwest withinattend each annual meeting of our shareholders. All directors who were serving at the past three years. Mr. Armes left his employment with Capital Southwest on September 30, 2015.time of our 2019 annual meeting of shareholders attended that meeting.
Independence
Currently, the Board has six directors. The CommitteeBoard has determined that Messrs.each of our independent directors (Messrs. Brooks, Furst, Morgan, and Thomas, and WilsonMs. Battist) are “independent”not "interested persons" (as such term is defined in Section 2(a)(19) of the 1940 Act) of the Company and are independent under the Nasdaq Stock Market Rules. This means that none of the independent directors has any direct or indirect material relationship with us, either directly or as defineda partner, shareholder or officer of an organization that has a relationship with us. As a result, the Board has a majority of independent directors on the Board as required by the NASDAQ1940 Act and the Nasdaq Stock Market Rules. We monitor the relationships of our directors and officers through a questionnaire that each director and officer completes no less frequently than annually and updates periodically as information provided in the most recent questionnaire changes.
Executive Sessions
Our independent directors have regularly scheduled executive sessions in which they are not “interested persons” as defined by the Investment Company Act of 1940.
Board Governance DocumentsCommittees
Executive Sessions
Board Committees
Audit Committee
The Audit Committee oversees our accounting and financial reporting processes and the audits of the Company’s financial statements. The responsibilities of the Audit Committee include:
engaging the Company’s independent registered public accounting firm and conducting an annual review of the independence of such independent registered public accounting firm;
pre-approving and approving all audit and non-audit engagements with the Company’s independent registered public accounting firm;
reviewing the annual audited financial statements and quarterly financial information with management and the independent registered public accounting firm, including disclosures regarding internal controls;
reviewing with the independent registered public accounting firm the scope and the planning of the annual audit;
reviewing and discussing with management the results of the audit of the independent registered public accounting firm;
discussing risk assessment and corporate policies with respect to financial reporting and valuation of our investments and the Company’s financial risk exposure;
approving related party transactions exceeding $50,000 in aggregate value;
overseeing investigations into complaints concerning accounting, internal accounting controls and auditing matters;
reviewing the adequacy of the Audit Committee charter on an annual basis; and
preparing the Audit Committee report to be included in our annual proxy statement.
During the fiscal year ended March 31, 2020, the Audit Committee met five times. The Board has determined that each member of the Audit Committee is “independent” as independence for audit committee members is defined by the Nasdaq Stock Market Rules and is not an “interested person” as defined by the 1940 Act. The Board has also determined that each of the Audit Committee members is financially literate and the Board determined that Christine S. Battist, David R. Brooks and Jack D. Furst are each an “audit committee financial expert” as defined under Item 407 of Regulation S-K. In discharging its oversight role, the Audit Committee has authority to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of Capital Southwest and the authority to engage independent counsel and other advisers as it determines necessary to carry out its duties.
Nominating/Corporate Governance Committee
The responsibilities of the NCG Committee include:
establishing criteria for selection of potential directors, taking into consideration an established set of desired attributes, and periodically assessing the criteria to ensure they are consistent with best practices and the goals of the Company;
reviewing the qualifications, performance and independence of Board members pursuant to criteria and procedures established by the NCG Committee and making recommendations whether each director should stand for re-election when his or her term expires;
reviewing annually with the Board the composition of the Board as a whole and recommending, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skill, expertise and diversity desired for the Board and so that the Board meets Nasdaq Stock Market Rules and/or any other regulatory requirements;
identifying individuals qualified to become members of our Board consistent with the criteria approved by the Board in our Corporate Governance Guidelines and recommending to the Board a slate of director nominees for each annual meeting of our shareholders;
considering and evaluating shareholder nominees for election to the Board;
recommending to the Board the removal of a director where appropriate;
establishing criteria for membership on the Board committees and making recommendations to the Board for appointments to and removal from the committees;
reviewing and re-examining the NCG Committee Charter periodically and making recommendations to the Board with respect to any proposed changes;
reviewing annually its own performance against the responsibilities outlined in its charter and as otherwise established by the Board;
reviewing, at least once annually, the Company's Compliance Manual and related policies adopted by the Board to ensure that they are appropriate for us and comply with the requirements of the Nasdaq Stock Market Rules and/or any other regulatory requirements, recommending to the Board any desirable changes to the Code of Conduct and Ethics, considering any other corporate governance issues that arise from time to time and developing appropriate recommendations for the Board related to any such issues;
overseeing and establishing appropriate procedures for the annual evaluation of the Board and management; and
developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, reviewing them annually and, if appropriate, recommending changes to the corporate governance guidelines to the Board.
Qualifications for Director QualificationsNominees. In considering director nominees, the NCG Committee considers a number of factors, including the following:
significant experience that is relevant and beneficial to the Board and Capital Southwest;
the ability and willingness to make sufficient time commitments to our affairs in order to perform their duties as directors, including regular attendance at Board and committee meetings;
consistent demonstration of strong character and integrity;
the ability and willingness to represent the best interests of our shareholders; and
whether the nominee is “independent” as defined by the Nasdaq Stock Market Rules, not an “interested person” as defined by the 1940 Act and/or any other regulatory requirements and the Company’s corporate governance guidelines.
During the fiscal year ended March 31, 2020, the NCG Committee met two times. The Board has determined that each member of the NCG Committee is “independent” as independence is defined by the Nasdaq Stock Market Rules and is not an “interested person” as defined by the 1940 Act.
Consideration of Director Nominees of Shareholders.The NCG Committee will consider nominees for directors whose names are submitted in writing by a holder of our common stock. Nominations must be addressed to Capital Southwest Corporation, 5400 LBJ Freeway, Suite 1300, Dallas, Texas 75240, Attention: Chairman of the NCG Committee, indicating the nominee’s qualification, and other relevant biographical information and providing confirmation of the nominee’s consent to serve as a director. In order to be considered for the next annual election of directors, any such written request must comply with the requirements in our bylaws.
The NCG Committee will evaluate director nominees recommended by a shareholder, current Board member or other person according to the same criteria as a nominee identified by the NCG Committee.
Compensation Committee
The GovernanceCompensation Committee reviews withhas the Board on an annual basissole authority and responsibility for establishing, administering and reviewing the appropriate skillsCompany’s policies, programs and characteristics required of Boardprocedures for compensating our executive officers and members in the context of the then-current composition of the Board. This assessment includes, in additionThe functions and responsibilities of the Compensation Committee include:
reviewing, at least annually, the goals and objectives and the structure of Capital Southwest’s plans for executive compensation, incentive compensation, equity-based compensation, and its general compensation plans and employee benefit plans (including retirement plans);
making recommendations to qualities of intellect, integrity and judgment, business experience and knowledge, reputation and character, issues of diversity, relevant industry and trade association knowledge and participation, accounting and financial expertise, public company experience, willingness and ability to devote the time and effort required to effectively serve on the Board and relevant legal and regulatory qualifications. The committee makes this determinationwith respect to any new equity or other incentive compensation plans or any changes in the contextobjectives and structure of an assessmentexisting plans;
reviewing and evaluating annually the performance of the perceived needsCompany’s executive officers, in light of the goals and objectives of Capital Southwest’s executive compensation plans, and determining executive compensation;
overseeing, in consultation with the Chief Executive Officer, the annual evaluation of other executive officers and key employees;
recommending grants of equity-based compensation awards to any officer or other employee;
meeting with management to review and discuss the Compensation Discussion and Analysis included in this Proxy Statement;
reviewing and reassessing the adequacy of our Clawback Policy and our Stock Ownership and Holding Policy; and
reviewing and reassessing annually the adequacy of the Compensation Committee Charter and recommending any changes to the Board.
During the fiscal year ended March 31, 2020, the Compensation Committee met two times. The Board has determined that each member of the Compensation Committee (a) meets the Nasdaq Stock Market Rules with respect to independence and is not an “interested person” as defined by the 1940 Act, and (b) is a “non-employee director” as that term is defined under Rule 16b‑3 promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”). The Compensation Committee may retain independent counsel and other independent advisors to assist it in carrying out its responsibilities.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended March 31, 2020, no member of the Compensation Committee was an officer or employee of our Company or any of our subsidiaries. No member of the Compensation Committee has any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. In addition, no Compensation Committee interlocking relationship, as set forth under Item 407(e) of Regulation S-K, existed during the fiscal year ended March 31, 2020 between any member of the Board, at that point in time. The committee evaluates all nominees for director based on these criteria, including nominees that may be recommended by a shareholder.
executive officers.
Board and Committee Evaluations
Our Corporate Governance Guidelines require the Board and each committee of the Board to conduct an annual self-evaluation to determineassess whether the Board or respectiveand each committee is functioning effectively. The review focuses on the performance of the entire Board or the respectiveand each committee. In connection with each annual performance evaluation, the Board or committeeCompany's counsel separately surveys and receives comments from each director or committee member regarding an assessment of the Board’s or the committee’s performance.performance, as applicable. The Board also reviews the GovernanceNCG Committee’s recommendations concerning the performance and effectiveness of the Board and each of its committees. The GovernanceNCG Committee will also review the individual performance of a director as circumstances warrant.
Our by-lawsbylaws provide that the Board may increase or decrease the number of directors by resolution of the Board, provided that the tenure of office of any incumbent director will not be affected by any decrease in the number of directors. Our by-lawsbylaws also provide that if any or all of the directors cease to be directors, any vacancy other than vacancies that result from an increase in the number of directors or from the removal of a director, may in general be filled solely by a majority of the remaining directors even if the remaining directors do not constitute a quorum. Any vacancy that results from an increase in the number of directors constituting the entire Board may be filled by a majority of the entire Board. Any vacancy that results from the removal of a director may be filled either by a majority of the remaining directors or by our shareholders.shareholders at an annual meeting or a special meeting called for that purpose. Any director elected to fill a vacancy will hold office until the next annual election of directors and until atheir respective successor is elected and qualified.
Corporate Governance Guidelines, on Governance andthe Codes of Ethics
and the Code of Conduct
The Board has adopted theCorporate Governance Guidelines on Governance to address significant corporate governance issues. These guidelines provide a framework for our corporate governance initiatives and cover a variety of topics, including the role of our Board, boardBoard selection and composition, Board compensation, Board committees, Board operation and structure, Board orientation and evaluation, Board planning and oversight functions and stock ownership guidelines. The GovernanceNCG Committee is responsible for overseeing and reviewing the guidelinesCorporate Governance Guidelines and reporting and recommending to the Board any changes to the guidelines.
The Board has also adopted a Code of Conduct and a Code of Ethics, each of which is designatedare designed to help officers, managers and employees resolve ethical issues in an increasingly complex business environment. It covers topics such as reporting unethical or illegal behavior, compliance with the law, share trading, conflicts of interest, fair dealing, protection of our assets, disclosure of proprietary information, internal controls, personal community activities, business records, communication with external audiences and obtaining assistance to help resolve ethical issues. The Company has established a policy designed to prohibit our executive officers, directors, and employees from purchasing or selling shares of the Company while in possession of material nonpublic information, or otherwise using such information for their personal benefit or in any manner that would violate applicable laws and regulations. The Code of Ethics establishes procedures that apply to our officers, directors, employees and access persons with respect to their personal investments and investment transactions. The Code of Ethics generally does not permit investments by officers, directors, employees and access persons in securities that may be purchased or held by us.
In addition, under the Code of Ethics, no employee of the Company, including our executive officers, together with their immediate family members, may engage in any transaction involving the Company’s securities without first obtaining pre-clearance of the transaction from the Company’s Chief Compliance Officer. The Company’s directors must also receive pre-clearance approval before trading in the Company’s securities, pursuant to the Code of Ethics. Moreover, our executive officers, directors, and employees are prohibited from engaging in hedging transactions with respect to the Company’s securities.
You may obtain a copy of the committee charters,Corporate Governance Guidelines, the Guidelines on GovernanceCode of Conduct and the Code of Ethics on our website at www.capitalsouthwest.com/governance.
The Company will disclose amendments to or waivers from a required provision of the Code of Ethics on Form 8-K.
The Board has an active role in overseeing management of Capital Southwest’s risk.risk management. The Board regularly reviews information regarding Capital Southwest’s operational, financial, legal, regulatory, strategic and reputational risks, which isare usually conveyed to the Board by the senior management of Capital Southwest. Because overseeing risk is an ongoing process and inherent in Capital Southwest’s strategic decisions, the Board discusses risk throughout the year during its meetings in relation to specific proposed actions. The Board delegates certain risk management oversight to the Board committees. While the Board oversees Capital Southwest’s overall risk management, management is responsible for the day-to-day risk management process. Committees meet
The primary areas of risk oversight for which the Board and each Board committee is responsible are summarized in executive session with key management personnel and representatives of outside advisors as needed. The Board believes the division of responsibilities, as summarized below, is the most effective approach for addressing the risks facing Capital Southwest.chart below.
| Board/Committee | Primary Areas of Risk Oversight | |
| Audit Committee | Risks and exposures associated with accounting, auditing, reporting, financial practices (including the integrity of Capital Southwest’s financial statements and related systems of internal controls), administration and financial controls, compliance with legal and regulatory requirements, including ethical business standards, the independent registered public accounting firm’s qualifications, independence and performance and the performance of the internal audit function. The Audit Committee also has the direct responsibility for the appointment, compensation, retention and oversight of our independent registered public accounting firm, including the performance of any non-audit services. | |
| Compensation Committee | Risks and exposures associated with compensation, severance agreements, any succession plans and incentive and equity-based compensation plans for Company employees and non-employee members of the Board, including with respect to compliance of compensation plans and arrangements with applicable regulations, enforceability of our Clawback Policy and compliance with our Stock Ownership and Holding Policy. | |
Governance Committee | Risks and exposures related to governance of Capital Southwest and to the composition and organization of the Board including nominations and qualification criteria for membership, Board size, and Board education and evaluation. | |
Communication with the Board
Shareholders and interested parties who wish to communicate with any member of the Board may do so by writing to: Capital Southwest Corporation, 5400 LBJ Freeway, Suite 1300, Dallas, Texas 75240, Attention: Board of Directors.
Ms. Battist, the Chair of the Audit Committee, currently reviews all correspondence addressed to the Board, or any individual Board member, for any inappropriate correspondence and correspondence more suitably directed to management.Ms. Battist will summarize all correspondence not forwarded to the Board and make the correspondence available to the Board for its review at the Board’s request. Ms. Battist will forward shareholder communications to the Board prior to the next regularly scheduled meeting of the Board following the receipt of the communication as appropriate.
DIRECTOR COMPENSATION
Directors who are not employed by the Company receive an annual retainer of $102,000 for service as a director. Directors are also reimbursed for actual travel expenses related to attending Board meetings. The non-executive Chairman of the Board and committee chairs also receive additional annual fees as follows:
| Position | Annual Fee | |||
| Non-Executive Chairman of the Board | $ | 30,000 | ||
| Audit Committee Chair | 15,000 | |||
| Compensation Committee Chair | 10,000 | |||
| Nominating/Corporate Governance Committee Chair | 8,000 | |||
The following table sets forth the total compensation paid to our non-employee directors for the fiscal year ended March 31, 2020. During the fiscal year ended March 31, 2020, we did not grant any equity awards or pay or accrue any pension or retirement benefits for our non-employee directors.
| Name | Fees Earned or Paid in Cash | Total | ||||||
| Christine S. Battist | $ | 117,000 | $ | 117,000 | ||||
| David R. Brooks | 132,000 | 132,000 | ||||||
| T. Duane Morgan | 104,667 | 104,667 | ||||||
| Jack D. Furst | 111,333 | 111,333 | ||||||
| William R. Thomas | 107,333 | 107,333 | ||||||
In October 2015, our NCG Committee adopted a stock ownership requirement for our non-employee directors to better align the interests of Contentsour Board with our shareholders. The stock ownership requirement initially provided that each non-employee director of our Board own shares of our common stock equal to 2.5 times the annual director retainer. On April 25, 2018, our Board amended this stock ownership requirement to require each non-employee director of our Board to own shares of our common stock equal to 3.5 times the annual director retainer. Christine S. Battist became a director of the Company on August 2, 2018 and, as of the date of this Proxy Statement, she does not yet own shares of our common stock equal to 3.5 times her annual director retainer. The Board acknowledges that the stock ownership requirement allows new directors a reasonable amount of time to comply.
EXECUTIVE OFFICERS
Bowen S. Diehl. See “Nominees for Director” for Mr. Diehl’s biography.
Michael S. Sarner, 43, joined Capital Southwest in July 201547, has served as our Chief Financial Officer, Chief Compliance Officer, Secretary and Treasurer since October 2015. Before that, he served as a Senior Vice President until he was appointed Chief Financial Officer in Octoberof Capital Southwest since July 2015. Prior to joining Capital Southwest, from 2000 to 2015, Mr. Sarner was the Senior Vice President, Treasury at American Capital, Ltd., a publicly traded BDC and global asset manager. Mr. Sarner was responsible for capital raising, debt capital markets, corporate restructurings, financial planning, corporate development of strategic initiatives, and system implementations of budget and treasury solutions. During the course of his career, he has raised over $6 billion in debt capital in Term Securitizations, Secured Revolving Linesterm securitizations, secured revolving lines of Credit, Unsecured Notes,credit, unsecured notes, and Term Loansterm loans to support middle market platforms. Mr. Sarner has also led both Corporatecorporate and Debt Restructurings,debt restructurings, serving as both the strategic lead internally and the external liaison to over twenty20 financial institutions involved in the negotiations. Prior to joining American Capital, Mr. Sarner served in various roles in the accounting and finance arenafields performing and managing due diligence, raising debt and equity capital, and performing audits in public accounting. Mr. Sarner holds a Bachelor of Business Administration in Accounting from James Madison University and a Masters of Business Administration in Finance from George Washington University. Mr. Sarner holds an inactive Certified Public Accountant License in the Commonwealth of Virginia.
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of June 20, 2016the Record Date by (1) each NEO in the Summary Compensation Table; (2) each director and director nominee of the Company; (3) all of our directors and executive officers as a group; and (4) each person whoknown to us to beneficially own 5% or more of our outstanding common stock. Beneficial ownership is the beneficial owner (as that term is defineddetermined in accordance with the rules and regulations of the SecuritiesSEC and Exchange Commission (“SEC”)) ofincludes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more than 5% of our outstandingshares of common stock; (2) each named executive officer in the Summary Compensation Table; (3) each director that served at any time during the fiscal year ended March 31, 2016; and (4) all current directors and executive and non-executive officers as a group. The number of shares beneficially ownedstock is based upon reports filed by each entity, person, director or executive officer is determined under the rules ofsuch persons with the SEC and theother information is not necessarily indicative of beneficial ownership for any other purpose.obtained from such persons, if available. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual has a right to acquire as of August 19, 2016 (60 days after June 20, 2016) through the exercise of any stock option or other right.right within 60 days of the Record Date. Unless otherwise indicated below, each of the persons named in the table has sole voting and investment power with respect to the shares indicated to be beneficially owned. Percentage of ownership is based on 17,998,098 shares of common stock outstanding as of the Record Date. The number of shares held by beneficial owners of 5% or more of our outstanding common stock are as of the date of the applicable SEC filing made by those owners (unless otherwise noted).
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||
| Directors & Executive Officers | ||||||
| Christine S. Battist(1) | 5,191 | * | ||||
| David R. Brooks(1) | 28,500 | * | ||||
| Bowen S. Diehl(1),(2) | 403,295 | 2.24 | % | |||
| Jack D. Furst(1) | 78,004 | * | ||||
| T. Duane Morgan(1),(3) | 22,225 | * | ||||
| Michael S. Sarner(1),(4) | 193,036 | 1.07 | % | |||
| William R. Thomas(1),(5) | 592,156 | 3.29 | % | |||
| All directors and executive officers as a group (7 persons) | 1,322,407 | 7.35 | % | |||
| 5% Owners | ||||||
| Punch & Associates Investment Management, Inc.(6) | 1,215,303 | 6.75 | % | |||
| Zuckerman Investment Group, LLC(7) | 1,118,861 | 6.22 | % | |||
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||||
Moab Capital Partners, LLC(1) 15 East 62nd Street New York, NY 10065 | 1,565,938 | 10.0 | % | |||||
Zuckerman Investment Group(2) 155 N. Wacker Drive, Suite 1700 Chicago, IL 60606 | 1,416,054 | 9.0 | % | |||||
Evercore Trust Company, N.A.(3) 55 East 52nd Street, 23rd Floor New York, NY 10055 | 1,108,545 | 7.0 | % | |||||
First Manhattan Co.(4) 399 Park Avenue New York, NY 10022 | 955,560 | 6.1 | % | |||||
Punch & Associates Investment Management, Inc.(5) 3601 W. 76th Street, Suite 225 Edina, MN 55435 | 797,190 | 5.1 | % | |||||
River Road Asset Management, LLC(6) 462 S. 4th St., Suite 2000 Louisville, KY 40202 | 780,827 | 5.0 | % | |||||
William R. Thomas III(7)(8) | 591,838 | 3.8 | % | |||||
Bowen S. Diehl(7)(9) | 145,199 | * | ||||||
Joseph B. Armes(7)(10) | 103,088 | * | ||||||
Kelly Tacke(7)(11) | 52,000 | * | ||||||
Michael S. Sarner(7)(12) | 24,000 | * | ||||||
John H. Wilson(7) | 12,000 | * | ||||||
T. Duane Morgan(7)(13) | 4,645 | * | ||||||
David R. Brooks(7) | 2,600 | * | ||||||
Jack D. Furst(7) | 2,100 | * | ||||||
Christopher Mudd(7) | - | N/A | ||||||
| All directors, executive officers and non-executive officers as a group (12 persons) | 1,020,011 | 6.5 | % | |||||
*Less than 1%
| (1) |
| Unless otherwise indicated, the address of each of the persons whose name appears in the table above is: c/o Capital Southwest Corporation, 5400 Lyndon B. Johnson Freeway, Suite 1300, Dallas, Texas 75240. None of the shares of Capital Southwest’s common stock owned by our directors, director nominees or executive officers are pledged as security. |
| (2) | Mr. Diehl beneficially owns (i) 94,942 shares of common stock held directly by Mr. Diehl, including 94,931 unvested restricted shares, and (ii) 308,353 shares of common stock held by PHC Investments, LLC. Mr. Diehl has shared voting and dispositive power with respect to shares held by PHC Investments, LLC, which is fifty percent owned by Mr. Diehl and fifty percent owned by his spouse. |
| (3) | Mr. Morgan holds 4,395 shares of Capital Southwest’s common stock directly and 17,830 shares indirectly through the Morgan Family Trust. |
| (4) | Mr. Sarner has voting and dispositive power with respect to 193,036 shares of common stock, including 79,675 unvested restricted shares. |
| (5) | Mr. Thomas holds |
| (6) | Based on a Schedule 13G/A filed with the SEC on February 14, 2020, Punch & Associates Investment Management, Inc. beneficially owns and has sole voting and dispositive power with respect to |
| (7) | Based on a Schedule 13G/A filed with the SEC on February 14, 2020, Zuckerman Investment Group, LLC, Zig Holding, LLC, Sherwin A. Zuckerman and |
The following table sets forth as of the Record Date, the dollar range of our equity securities that is beneficially owned by each of our directors. We are not part of a "family of investment companies," as that term is defined in the 1940 Act.
| Independent Directors | Dollar Range of (1)(2)(3) | |
| Christine S. Battist | $50,001-$100,000 | |
| David R. Brooks | Over $100,000 | |
| Jack D. Furst | Over $100,000 | |
| T. Duane Morgan | Over $100,000 | |
| William R. Thomas | Over $100,000 | |
| John H. Wilson | Over $100,000 | |
| Interested Director | ||
| Bowen S. Diehl | Over $100,000 | |
| (1) | Beneficial ownership has |
| (2) | The dollar range of equity securities beneficially owned by our directors is based on the closing price of our common stock on Nasdaq of $14.82 per share as of the Record Date. |
| (3) | The dollar ranges of equity securities beneficially owned are: none, $1-$10,000, $10,001-$50,000, $50,001-$100,000, or over $100,000. |
The table below sets forth certain information as of March 31, 2020 regarding the registered shares of our common stock available for grant or granted under stock compensation plans that (1) were approved by our shareholders, and (2) were not approved by our shareholders.
| Plan Category | Number of Securities to | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Registered Securities Remaining Available for Future Issuance Under Equity Compensation Plans | |||||||
| Equity compensation plans approved by shareholders (1) | — | $ | — | 515,212 | ||||||
| Equity compensation plans not approved by shareholders (2) | — | — | — | |||||||
| Total | — | $ | — | 515,212 | ||||||
| 1 | Includes shares |
In accordance with Section 14A of the 1934 Act, we are asking our shareholders to provide advisory approval of the compensation of our current NEOs as described in the “Compensation Discussion and Analysis” section of this Proxy Statement. While this vote is advisory and non-binding, it will provide information to the Compensation Committee regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee will consider when determining executive compensation for fiscal year ended March 31, 2020 and future periods. We currently provide our shareholders with an annual vote (on a non-binding basis) on executive compensation. The next advisory vote on executive compensation will occur at our 2021 annual meeting of shareholders.
As described further in the “Compensation Discussion and Analysis” section of this Proxy Statement, our fiscal year ended March 31, 2020 compensation structure was developed and designed to:
attract, retain and motivate exceptional executives,
reward past performance and provide incentives for future performance,
align executive compensation packages with the Company’s performance, and
align our executive officer’s long-term interests with the interests of our shareholders.
As a BDC, the 1940 Act constrains our ability to maintain performance-based compensation. Section 16(a)57(n) of the Securities Exchange1940 Act provides that a BDC, such as Capital Southwest, may not maintain both an equity incentive plan and a “profit-sharing plan,” for its NEOs and other employees. The Compensation Committee believes that equity incentives strongly align the interests of 1934, as amended (the “1934 Act”), requiresNEOs and employees with those of the Company’s shareholders. Because our compensation philosophy utilizes equity compensation incentives, the Compensation Committee is not permitted to use non-discretionary or formulaic Company performance goals or criteria to determine executive incentive compensation or grant equity compensation that is earned based on the achievement of Company financial performance goals (see “Compensation Discussion and Analysis—Compensation Philosophy and Overview—1940 Act Restrictions on Company Performance Based Compensation”).
It is the intention of the Compensation Committee that our executive officers be compensated fairly, competitively and directorsconsistent with our strategy, sound corporate governance principles and persons who beneficially own more than 10%shareholder interests and concerns. Our corporate governance structure (including our Clawback Policy, our Stock Ownership and Holding Policy, and independent Compensation Committee) further supports our compensation programs and align the interests of our common stockexecutive officers to file reportsthat of securities ownership and changes in such ownership withour shareholders. The table below sets forth the SEC. Officers, directors and greater than 10% beneficial owners also are required by rules promulgated by the SEC to furnish us with copiesbest practice compensation features we have adopted.
| Best Practice Compensation Features | |||
✓ What we Do | ✖ What we Don't Do | ||
| ✓ | DO balance both short-term and long-term incentives | ✖ | NO excessive perquisites or other benefits |
| ✓ | DO maintain rigorous stock ownership guidelines | ✖ | NO evergreen equity plan provisions |
| ✓ | DO maintain a clawback policy for both equity and cash awards | ✖ | NO guaranteed payout for cash incentive compensation |
| ✓ | DO cap payouts for awards under our short-term incentive program | ✖ | NO tax gross-ups |
| ✓ | DO appoint a compensation committee comprised solely of independent directors | ✖ | NO repricing or buyout of "underwater" stock options without shareholder approval |
Vote Required
The affirmative vote of all Section 16(a) forms they file with the SEC. Based solely upon a reviewmajority of the copies of such forms furnished to us, we believe that eachvotes cast by holders of our shares as of the Record Date present or represented at the Annual Meeting is required to approve, on an advisory basis, the compensation of our NEOs. Abstentions and "broker non-votes" will not be included in determining the number of votes cast and, as a result, do not affect the outcome.
The Board recommends that shareholders approve the program by approving the following advisory resolution:
“RESOLVED, that the shareholders of Capital Southwest Corporation approve, on an advisory basis, the compensation paid to our named executive officers, directors and greater than 10% beneficial owners complied with all Section 16(a) filing requirements applicableas disclosed in the proxy statement relating to them during the fiscal year ended March 31, 2016,2020 pursuant to Item 402 of Regulation S-K (which disclosure includes the Compensation Discussion and Analysis section, the Summary Compensation Table and other compensation tables and the accompanying footnotes and narratives within the Executive Compensation section of the proxy statement).”
THE BOARD RECOMMENDS YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NEOS.
If you give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR the approval of the compensation of our NEOs in accordance with the exceptionrecommendation of Moab Capital Partners, LLC and its affiliates, which together constitute a greater than 10% beneficial owner. Moab Capital Partners, LLC filed one late report for a series of transactions subject to Section 16(a) filing requirements; it failed to timely report the purchase of 5,800 shares of our common stock in a series of transactions on January 7, 2016 and January 8, 2016, and filed a Form 4 reporting those transactions on January 13, 2016.Board.
The following Compensation Discussion and Analysis, or CD&A, provides information relating to the compensation earned by our NEOs in the fiscal year 2016 compensation of ourended March 31, 2020 who were:
Bowen S. Diehl, President and Chief Executive Officer (“CEO”), and
Michael S. Sarner, Chief Financial Officer (“CFO”), Former PresidentChief Compliance Officer, Secretary, and Chief Executive Officer, Former Chief Financial Officer and Former Senior Vice President, Operations, during the year ended March 31, 2016. These five individuals are referred to in this CD&A as the Named Executive Officers.Treasurer.
Compensation Philosophy and Overview
The Capital Southwest Compensation Committee (the “Committee”) has the primary authority to establish our compensation philosophy and the actual compensation levels for the named executive officers (“NEO’s”)NEOs and to administer all executive compensation arrangements and policies. Bowen S. Diehl,The compensation programs of the Company adopted by our Compensation Committee are designed with the goal of providing compensation that is fair, reasonable and competitive. These programs are intended to align the compensation paid to our NEOs with both our short-term and long-term objectives and the interests of shareholders, which we believe will contribute to the achievement of long-term sustainable investment returns. The key elements of our compensation philosophy include: (1) designing compensation programs that enable us to attract and retain the best talent in the industry in which we compete; (2) aligning executive compensation packages with the Company’s performance; and (3) using long-term equity awards to align employee and shareholder interests.
The structure of the NEOs’ compensation program is designed to encourage and reward the following factors, among other things:
sourcing and pursuing attractively priced investment opportunities in both upper and lower middle-market companies;
building a well performing investment portfolio that generates sustainable income and capital gains that sustain and grow the Company’s dividends and net asset value per share;
maintenance of liquidity and capital flexibility to accomplish the Company’s business objectives, including the preservation of investor capital;
attainment of superior risk-adjusted returns on the Company’s investment portfolio; and
professional development and growth of individual executives, the management team and other employees.
The Compensation Committee has the primary authority to establish compensation for the NEOs and other key employees and administers all executive compensation arrangements and policies. Our CEO assists the Compensation Committee by providing recommendations regarding the compensation of our named executive officers, excluding himself.CFO and other key employees based on the compensation objectives set by the Compensation Committee as well as current business conditions. The Compensation Committee exercises itits discretion by modifying or accepting thesethe CEO’s recommendations. The Compensation Committee determines our CEO’s compensation without assistance or consultation from our CEO. The CEO routinely attends a portion of the Compensation Committee meetings. However, the Compensation Committee meets in executive session without the CEO or other members of executive management when discussingfrom time to time.
In reviewing and deliberating over our fiscal 2020 compensation program, the Compensation Committee considered, among other things:
the economic conditions in the United States and abroad, including the uncertainties associated with the impact of the COVID-19 pandemic on the U.S. and global economy and capital markets and the magnitude of such impact;
our business plan and underlying assumptions;
the goal of maintaining alignment between our senior management and our shareholders through the use of short- and long-term incentive compensation;
the benefits of maintaining a consistent approach to compensation and the structure of our programs through business cycles;
the anticipated performance of our compensation programs based on our business plan and current financial position; and
information and reports prepared by proxy advisors, including Glass, Lewis & Co. and Institutional Shareholder Services Inc.
To determine the competitiveness of executive compensation levels, the Compensation Committee also reviews the compensation and benefits practices of a group of other internally and externally managed BDCs, including corporate and, to the extent available, executive performance measures established to achieve total returns for shareholders. The Compensation Committee does not specifically benchmark the compensation of our NEOs against that paid by other BDCs, but takes such data into account as a factor for determining the compensation of our NEOs.
Independent Compensation Consultant
During fiscal year 2020, the Compensation Committee engaged Mercer (U.S.), Inc (referred to herein as Mercer) as an independent compensation consultant to assist the Compensation Committee and to provide guidance on a variety of compensation matters relating to executive compensation for the NEOs and non-executive directors, including, among other things, a review of our incentive compensation plans, compensation trends, and compensation planning best practices for fiscal 2021. Mercer was hired by and reports directly to the Compensation Committee. Although Mercer may work directly with management on behalf of the Compensation Committee, any such work is under the control and supervision of the Compensation Committee. Mercer does not provide any other occasionsservices to us. The Compensation Committee has also concluded that Mercer’s work raises no conflicts of interest that require disclosure under Item 407(e)(3)(iv) of Regulation S-K.
1940 Act Restrictions on Company Performance Based Compensation
As a BDC, the 1940 Act constrains our ability to maintain performance-based compensation. Consistent with Section 57(n) of the 1940 Act, a BDC, such as determinedCapital Southwest, may not maintain both an equity incentive plan and a “profit-sharing plan” for its NEOs and other employees. The Compensation Committee believes that equity incentives strongly align the interests of NEOs and employees with those of the Company’s shareholders. Accordingly, Capital Southwest previously has adopted and maintained equity incentive plans for its NEOs. As a result, the 1940 Act prohibits Capital Southwest from maintaining a “profit-sharing plan.”
The term “profit-sharing plan” is defined very broadly in the 1940 Act but in this context is generally viewed as referring to incentive and other compensation being directly tied to a company’s overall financial performance metrics, such as net income, realized gains or losses and unrealized appreciation or depreciation on investments. In this regard, the SEC has indicated that a compensation program possesses profit-sharing characteristics if a company is obligated to make payments under the program based strictly on the company’s financial performance metrics.
Due to these restrictions imposed by the Committee.1940 Act, the Compensation Committee is not permitted to use nondiscretionary or formulaic Company performance goals or criteria to determine executive incentive compensation or grant equity compensation that is earned based on the achievement of Company financial performance goals. Instead, the Compensation Committee considers overall Company performance along with other factors, including individual performance criteria, and uses its discretion in determining the appropriate compensation for NEOs and other key employees. The Compensation Committee’s objective is to work within the 1940 Act regulatory framework to establish appropriate compensation levels, maintain pay-for-performance alignment and implement compensation best practices.
At our 2019 annual meeting of shareholders, our shareholders approved an advisory vote with 95.5% of the spin-off of CSW Industrials, Inc. (“CSWI”). CSWI is now an independently publicly traded company. Effective October 1, 2015, Bowen S. Diehl was appointed President and Chief Executive Officervotes cast in favor of our Company,compensation philosophy, policies and Michael S. Sarner was appointed Chief Financial Officer, Chief Compliance Officerprocedures and Secretary. Joseph B. Armes, Kelly Tacke, and Christopher Mudd became employees of CSWI. In connection with the spin-off, Mr. Armes, Mr. Diehl, and Ms. Tacke were awarded nonqualified stock options, restricted stock, and cash incentive awards.
In all categories, we believe our base salaries, annual cash bonus opportunities, restricted stock awards, and other compensation plan, taken as a whole, helphelps us attract, retain and motivate competentexceptional executive officers.
officers and other employees, while aligning compensation with the long-term success of the Company and the interests and concerns of our shareholders. It is the intention of the Compensation Committee that our executive officers and other employees be compensated competitively and consistent with our strategy, sound corporate governance principles and shareholder interests and concerns.
Executive Compensation Components
For the fiscal year ended March 31, 2016,2020, the components of Capital Southwest’s compensation program for NEO’s included:
| Compensation Element | Form of Compensation | Compensation Objective | ||
| Base Salary | Cash paid on a regular basis throughout the year | Provide a level of fixed income that is competitive to allow the Company to attract and retain executive talent | ||
| Annual Cash Incentive Opportunities | Cash awards paid on an annual basis following year-end audit completion | Reward NEOs who contribute to our financial performance and strategic success during the year and reward individual achievements | ||
Long-term Equity Compensation Awards | Restricted stock awards are subject to a graded vesting over four or five years and are contingent on continued employment with the Company | Reward NEOs who contribute to our success through the creation of shareholder value, to provide meaningful retention incentives, to reward individual achievements and to align interests with shareholders | ||
| Other Benefits | Defined contribution plan and other employee benefit plans that are available to our general employee population | Provide competitive employee benefits and encourage employees’ retirement planning. Our NEOs participate in our defined contribution plan and other employee benefit plans on the same basis as our general employee population. | ||
In the fiscal year ended March 31, 2020, our compensation program was comprised primarily of the following three elements: (1) base salary, (ii) annual cash bonus and (iii) long-term equity incentive opportunities;
compensation. The Compensation Committee does not allocate a fixed percentage of the NEO compensation packages to each of these elements. Instead, the Compensation Committee targets total compensation at levels comparable to other BDCs, private equity firms, mezzanine lenders, hedge funds, specialized commercial banks, REITs and other specialty finance companies. The long-term equity incentive compensation allows us to align a component of our compensation program over a longer-term to more closely align the interests of our NEOs with those of our shareholders. In designing our compensation program, the Compensation Committee seeks to achieve an appropriate balance among these elements to create a compensation program that incentivizes our NEOs to focus on financial and operating results in the near term and the creation of shareholder value over the long-term.Base Salaries
Salaries were determined by the Compensation Committee for each of the NEO’sNEOs on an individual basis, taking into consideration individual contributions to overall company and individual performance, length of tenure, compensation levels for comparable positions at companieswithin other internally and externally managed BDCs and internal pay equity among similar positions within Capital Southwest.the Company. The Compensation Committee placed more emphasis on those compensation elements which are linked to long-term results.
Annual Cash Incentive Opportunities
Annual cash incentive opportunities are intended to reward individual performance as well as operating results during the year and therefore can be highly variable from year to year. The Compensation Committee established the target annual cash incentive opportunities for the NEO’sNEOs at the start of the year, taking into account the potential contribution by that executive to overall company performance length of tenure, compensation levels for comparable positions at peer companies and internal pay equity among similar positions within Capital Southwest.each executive’s industry experience, relative to the market. For the fiscal year ended March 31, 2016,2020, the Compensation Committee set the annual cash incentive opportunitytarget at 150% of annual base salary for Mr. Diehl and 125% of annual base salary for Mr. Sarner, 150% of annual base salary for Mr. Armes, 100% of annual base salary for Ms. Tacke,consistent with fiscal 2019 and 100% of annual base salary for Mr. Mudd. No threshold or maximum payout levels were set. The target levels for Mr. Diehl and Mr. Sarner are the same as the target annual cash incentive levels from the prior year. For the fiscal year ended March 31, 2016, the Committee made no changes to the target bonus levels for our NEO’s from the prior year, as the Committee believed the levels were sufficient to motivate each executive to achieve our objectives for the coming year.
At the start of each fiscal year, the Compensation Committee also establishes non-formulaic Company performance measures. The Compensation Committee strives to ensure that these non-formulaic performance measures utilized each year to evaluate NEO performance effectively align the performance goals to be achieved to earnof each individual NEO with the targetperformance of the Company and the interests of shareholders. The fiscal 2020 non-formulaic Company performance measures used for determining the annual cash incentive award. Forfor NEOs included, among other things, the fiscal year ended March 31, 2016, the Committee selected certain strategic goals for each NEO including (1) to support the progressfollowing:
Dividend growth;
Preservation of net asset value;
Capital raised;
Portfolio growth;
Portfolio non-accruals;
Successful portfolio exits; and completion of a transformative transaction such as the Share Distribution, (2) to lead the active management of Capital Southwest’s credit investment portfolio by implementing rigorous evaluation processes for all investments and monetizing appropriate investments and (3) to fill leadership positions at Capital Southwest and certain portfolio companies. No quantitative performance goals were established.
Operating leverage.
The Compensation Committee evaluated the overall outcome of these performance against these goalsmeasures on a holistic basis in determining the annual cash incentive payout. In determining the cash incentive awards for the fiscal year ended March 31, 20162020, the Compensation Committee considered the following: (1) declared $2.75 per share in April 2016 and determined each NEO’s achievementtotal cash dividends compared to $2.27 per share in the prior year; (2) capital raised of $156.2 million compared to $128.2 million raised in the prior year; (3) $553 million of investments at fair value, compared to $524 million investments at fair value at the end of the goalsprior year; (4) $99.6 million in proceeds received from five portfolio company exits, generating a weighted average IRR of 11.6%, which included the successful exit of Media Recovery, Inc. resulting in net proceeds of $48.4 million and generating an IRR since the 2015 spin-off of 11.8%; and (5) run-rate operating leverage, defined as Q4 annualized operating expenses divided by Q4 average total assets, decreased to 2.4% compared to 2.8% in the prior year.
The Compensation Committee concluded that the performance of the Company and each individual NEO was at a consistently high level in fiscal 2020, resulting in excellent financial results. In addition to the performance of each individual NEO, the Compensation Committee and management also considered the impact of the COVID-19 pandemic and the payment pursuant to those goals.associated market uncertainty. Based on thatthe Board’s evaluation forof fiscal year 2016,2020, and upon completion of the annual audit, Mr. Diehl was paidawarded an annual cash incentive of $643,500$510,750 (representing 75% of his target bonus) and Mr. Sarner was paidawarded an annual cash incentive of $482,649. Effective with the spin-off$360,938 (representing 75% of CSWI, Mr. Armes, Ms. Tacke, and Mr. Mudd became employees of CSWI. Prior to the spin-off, Mr. Armes was paid a partial year annual cash incentive of $339,750 as the acting CEO, Ms. Tacke was paid a partial year annual cash incentive of $127,500 as the acting CFO, and Mr. Mudd was paid a partial year annual cash incentive of $137,500 as the acting Senior Vice President of Operations.
his target bonus). The Compensation Committee believes the annual cash incentives earned by the NEO’sNEOs are appropriate in relation to both Capital Southwest’s financial performance for fiscal year 2016 as well as each named executive officer’s individual performance during that period.
2020 and the market uncertainty related to the COVID-19 pandemic. In an effort to maintain appropriate dividend coverage, the Compensation Committee and management will continually assess the appropriate annual cash incentive levels paid to our NEO’s and other officers of the Company.
Long-Term Incentive Awards
Equity Compensation
The Board and its shareholders previously approved Capital Southwest’sthe 2009 Stock Incentive Plan and 2010 Restricted Stock Award Plan. Those plans, in additionThe Compensation Committee ceased granting additional stock options prior to the spin-off (the “Spin-Off”) of our IndividualCSW Industrials, Inc. (“CSWI”) businesses and will not grant additional options under the 2009 Stock Incentive Awards, allowPlan. The 2010 Restricted Stock Award Plan allows Capital Southwest to provide cash andlong-term stock-based compensation opportunities to certain key employees, including NEO’s.our NEOs. Capital Southwest uses both cash-based awards andutilizes long-term stock-based awards as long-term incentivea component of NEO compensation in order to: (1) align compensation commensurate with the creation of shareholder value; (2) create opportunities for increased stock ownership by executives; and (3) attain competitive levels of total compensation over the long term.
2010 Restricted Stock Award Plan
In 2010, the Company received exemptive relief from the SEC that permits Capital Southwest to grant restricted stock in exchange for or in recognition of services by its executive officers and certain key employees. Pursuant to the 2010 Restricted Stock Award Plan, the Compensation Committee may award shares of restricted stock to plan participants in such amounts and on such terms as the Compensation Committee determines in its sole discretion, provided that such awards were consistent with the conditions in the SEC’s exemptive order. Each restricted stock grant is for a fixed number of shares as set forth in an award agreement between the grantee and Capital Southwest. Award agreements describe the applicable time vesting schedules and other appropriate terms and/or restrictions with respect to awards. Participants who have received restricted stock awards will receive dividends at the same time as our shareholders do and will have voting rights with respect to such shares. Except for restricted stock granted in connection with the Spin-Off as described below, the grants of restricted stock vest ratably over four or five years. On August 22, 2017, we received an exemptive order that allows us to withhold shares to satisfy tax withholding obligations related to the vesting of restricted stock granted pursuant to the 2010 Restricted Stock Award Plan. At the 2018 Annual Meeting of Shareholders, shareholders voted to approve the Amendment and Restatement of the 2010 Restricted Stock Award Plan. This amendment implemented the following best practice governance provisions: (i) double-trigger vesting upon a change in control for all future awards of restricted stock granted under the 2010 Restricted Stock Award Plan, (ii) a one-year minimum vesting period for all future awards of restricted stock granted under the 2010 Restricted Stock Award Plan (except with respect to up to 5% of the number of shares of our common stock available for issuance under the 2010 Restricted Stock Award Plan) and (iii) the cancellation or forfeiture of future awards of restricted stock granted under the 2010 Restricted Stock Award Plan in the event the participant engages in detrimental activity in accordance with our Clawback Policy.
On an annual basis, the Compensation PlanCommittee considers employee performance and future potential when determining the amount of restricted stock awards to recommend for each executive officer. In addition, the Compensation Committee considers
each NEO’s total cash compensation in relation to the proposed stock award and the effect of dilution of net asset value per share and earnings per share prior to awarding the stock grants. On October 23, 2019, the Board, through the Compensation Committee, approved restricted stock awards for our NEOs. Mr. Diehl was awarded 22,500 shares of restricted stock. The Committee structured the Spin-Off Compensation Plan to have a value equal to six percent of the accretion in aggregate grant date fair value of the award was $474,525. The Compensation Committe's determination to grant this award is based on Mr. Diehl’s leadership in the strategic direction of the Company, the asset allocation strategy and the investment committee, which enabled us to achieve our operational and financial objectives. Mr. Diehl’s performance during this time period was vital to our Company’s success. Mr. Sarner was awarded 19,000 shares of bothrestricted stock. The aggregate grant date fair value of the award was $400,710. The Compensation Committee's determination to grant this award is based on Mr. Sarner’s role in managing all financial aspects of our Company, and CSWI from the grant date of the optionshis leadership in matters relating to our capital structure, investment committee and investor relations. Mr. Sarner’s restricted stock awards throughalso reflect his continued service as our CFO, Chief Compliance Officer, and Secretary, Treasurer.
Historical Elements of Executive Compensation
Prior to the Determination Date. Spin-Off, we granted long-term cash incentive awards and stock options to our NEOs, as described below.
Long-Term Cash Incentive Awards
The Compensation Committee believed thishas historically used our long-term cash incentive awards (the “Individual Incentive Awards”) as a way to motivate its executives to increase the value of the Company as reflected by our net asset value, without the dilution that accompanies the use of stock options or restricted stock awards. Individual Incentive Awards generally vest on the fifth anniversary of the award date, providing a meaningful retention device. The Compensation Committee generally sets the baseline for measuring increases in net asset value at Capital Southwest’s most recent quarterly net asset value per share at the time of issuance, requiring sustained asset value appreciation for the awards to provide a meaningful return. In connection with the Spin-Off, all Individual Incentive Awards were amended to provide that the payments due thereunder would be based on our net asset value as of June 30, 2015. During the year ended March 31, 2019, Mr. Diehl's Individual Incentive Awards vested and he received a payment of $62,671. As of March 31, 2020, there are no Individual Incentive Awards outstanding. We retained all liabilities related to Individual Incentive Awards granted to NEOs following the Spin-Off, including with respect to those executive officers whose employment transferred to CSWI. Upon exercise of an Individual Incentive Award, Capital Southwest pays the recipient a cash payment in an amount would incentivizeequal to (1) the participantsnet asset value per share as of June 30, 2015 minus the baseline net asset value per share, multiplied by (2) the number of units subject to such Individual Incentive Award. The Compensation Committee did not grant any Individual Incentive Awards during fiscal 2020 and does not intend to grant additional Individual Incentive Awards in the plan, including Mr. Armes, Mr. Diehl and Ms. Tacke, to focus on completing a transformative transaction of such as the spin-off while directly linking executives’ incentive awards to the value created for shareholders through the spin-off.future.
Spin-Off Compensation Plan
On August 28, 2014, the Board adopted the Spin-Off Compensation Plan, which entitled Mr. Armes, Mr. Diehl and Ms. Tackeother former executives to certain stocknonqualified options, restricted stock and cash awards upon the consummation of the spin-off.Spin-Off. The planSpin-Off Compensation Plan was intended to align the compensation of the Company’s key officers with the Company’s strategic objective of increasing the market value of the Company’s shares through a transformative transaction for the benefit of the Company’s shareholders. Under the plan, Mr. Armes,Spin-Off Compensation Plan, Mr. Diehl and Ms. Tackethe other executives were collectively eligible to receive ana total amount equal to six percent of the aggregate appreciationincrease in the Company’s share pricemarket value from August 28, 2014 (using a base price of $36.16 per share) to 90 days after the completiondate of athe transformative transaction (the “Determination Date”) and such payment amount (the “Total Payment Amount”). The first plan component consistsconsisted of awards ofan aggregate 259,000 nonqualified options to purchase 259,000 shares of common stock at an exercise price of $36.60 per share.share, of which Mr. Diehl was granted 86,334. The second plan component consistsconsisted of awards ofan aggregate 127,000 shares of restricted stock which have voting rights but do not have cash dividend rights.rights, of which Mr. Diehl was granted 42,000 shares. The final plan component consistsconsisted of cash incentive payments awarded to each participant in an amount equal to the excess of each awardee’s allocable portion of the total payment amountTotal Payment Amount over the aggregate value as of the Determination Date of the awardee’s restricted common stock and nonqualified option awards under the plan.
Spin-Off Compensation Plan. The Committee granted options to purchase 86,333 shares of Company common stock to each of Mr. Armes and Ms. Tacke and options to purchase 86,334 shares of Company common stock to Mr. Diehl. The Company also granted 42,000 shares of restricted stock to each of Messrs. Armes and Diehl and 43,000 shares of restricted stock to Ms. Tacke. The Committee granted a cash award to Messrs. Armes and Diehl and Ms. Tacke that will be used in the event of any shortfall between (1) the valueamount of the options and restricted stock awards and (2) six percent of the accretion in aggregate value of shares of Company common stock and CSWI common stock from the grant date of such awards through the Determination Date (as defined below).
On September 8, 2015, the Board designated the spin-off of CSWISpin-Off as a transformative transaction for purposes of the executive compensation plan and amended the award agreements granted under the plan to provide for accelerated vesting of the awards held by a participant in the event of a termination of that participant’s service effected by the participant for good reason, by the employer without cause, or as a result of the disability or death of the participant. On September 30, 2015, we completed the tax-free spin-off of CSWISpin-Off through a tax-free pro-rata share distribution of CSWI'sCSWI’s common stock to CSWC shareholders of record on September 18, 2015.
The total value accretion was six percent of the aggregate appreciation in Capital Southwest’s share price from $36.16 to the combined volume-weighted average prices of both CSWCour and CSWICSWI’s stock as of December 29, 2015. The cash component of the Spin-Off Compensation Plan was the difference between the total value accretion and the aggregate value of the awardee’s restricted common stock and non-qualified option awards under the plan. The first cash payment was made in January 2016. The remaining two payments will be made on December 29, 2016 and December 29, 2017.
Other Compensation
Benefits
Effective October 1, 2015, we established a qualified defined contribution plan (the “401(k) Plan”) intended to meet the requirements of Section 401(k) of the Internal Revenue Code of 1986, as amended (the “401K Plan”"Code"). The 401K401(k) Plan permits all full-time employees to defer a portion of their total annual compensation up to the maximum amount allowed under the Internal Revenue Code. We make contributions to the 401K401(k) Plan on behalf of employees up to 4.5% of the employee’s eligible compensation, all of which is fully vested immediately. The account balances in the ESOPs of participants who remained our employees following the spin-off, including Mr. Diehl, were either transferred to the 401K Plan or paid in cash following the spin-off of CSWI.
Additionally, the Company’s NEOs participate in the same benefit plans and programs as the Company’s other employees, including comprehensive medical and dental insurance and vision care.
The Company provides no other material benefits, perquisites or retirement benefits to the NEOs.
Potential Payments upon Change in Control or Termination of Employment
Capital Southwest offers severance and change-in-control benefits under its long-term incentive plans to motivate executives to focus on transactions that are likely in the best interests of Capital Southwest’s shareholders, even though such transactions may result in a loss of employment for the executives. Capital Southwest believes its programs are consistent with themarket practices of its selected peer group of companies and therefore also serve to attract and retain its executives. In addition, as part of its negotiations with Mr. Mudd and to motivate him to join Capital Southwest at a time when Capital Southwest specifically motivated its executives to focus on a “trigger event” (the spin-off),Restricted Stock awards granted under the Committee approved severance rights for Mr. Mudd. These rights and all associated obligations were assumed by CSWI upon the completion of the spin-off on September 30, 2015.
Clawback Policy
On April 25, 2018, our Board adopted a Clawback Policy effective for all incentive-based compensation granted on or after April 25, 2018. Under the Clawback Policy, “incentive-based compensation” refers to “(i) the annual and other short-term incentive awards granted or earned based on individual or Company-wide goalsunder the Company’s annual or short-term cash incentive compensation programs; (ii) the restricted stock awards and other long-term incentive awards granted or vested under the Company’s equity or long-term incentive plans and programs; and (iii) any other incentive-based compensation granted or earned pursuant to an “incentive plan,” as such term is defined for purposes of Regulation S-K under the Exchange Act; plus any shares of stock issued under, and/or any other benefit related to, such compensation.” The Board adopted the Clawback Policy in anticipation of the requirements to be adopted by the SEC and the listing requirements expected to be adopted by the Nasdaq Global Select Market that would implement the incentive-based compensation recovery requirements set forth in Section 10D of the 1934 Act. We believe our Clawback Policy supports our compensation structure and further aligns the interests of our executive officers to the interests and concerns of our shareholders. Our Clawback Policy applies to our executive officers, which currently consists only of our NEOs.
If the Company is required to prepare an accounting restatement due to the Company’s material non-compliance with any financial reporting requirement under the U.S. federal securities laws and the Compensation Committee reasonably, and in good faith, determines that any current or former executive officer of the Company who was granted and received incentive-based compensation on or after April 25, 2018 has willfully committed misconduct that contributed to the noncompliance that resulted in the Company’s obligation to prepare the accounting restatement, then the Compensation Committee will direct the Company to, subject to the terms of the Clawback Policy, use prompt and reasonable efforts to recover from each such executive officer the excess incentive-based compensation, as determined by the Compensation Committee, in its sole discretion, such executive officer received over what would have been received based on the accounting restatement. For this purpose, “misconduct” means an act of fraud or dishonesty in the performance of an executive officer’s duties. A restatement of the Company’s financial statements due to a change in accounting policies or principles shall not require a clawback of excess incentive-based compensation. Additionally, if the Compensation Committee reasonably, and in good faith, determines that an executive officer who was granted and received incentive-based compensation on or after April 25, 2018 has engaged in detrimental activity, then
the Compensation Committee will direct the Company to, subject to the terms of the Clawback Policy, use prompt and reasonable efforts to recover from such executive officer any incentive-based compensation that the Compensation Committee reasonably and in good faith deems appropriate. For this purpose, “detrimental activity” includes the following: (1) use for profit or disclosure to unauthorized persons of confidential information or trade secrets of the Company; or (2) engagement in any misconduct that results in significant financial or reputational harm to the Company or any of its subsidiaries. The Compensation Committee has the exclusive authority to determine the amount of the excess incentive-based compensation.
Stock Ownership and Holding Policy
On April 25, 2018, our Board adopted a Stock Ownership and Holding Policy that is applicable to all of our executive officers. The Stock Ownership and Holding Policy requires our CEO to own common stock equal to four times his annual base salary, our CFO to own common stock equal to three times his annual base salary and all other executive officers to own common stock equal to three times their base salary. Our executive officers are also required to hold 100% of all net shares (i.e. shares remaining after payment of taxes) of our common stock acquired pursuant to the exercise price,of stock options or vesting of restricted stock until the earlier of twelve months following vesting (or exercise for stock options) or their termination of employment. Our executive officers’ compliance with the Stock Ownership and increase ifHolding policy will be measured as of March 31 of each year. Our Compensation Committee has discretion under the net asset value per share atStock Ownership and Holding Policy to grant a waiver of these requirements upon request based on the timepersonal circumstances of exercise is lower thanour executive officers. Currently, both of our NEOs are in compliance with the exercise price. As a result, although we considered the accounting treatment when granting awards, we did not consider the accounting treatment to be a dominant factor in the form and/or design of awards.
Stock Ownership and Holding Policy.
Capital Southwest works to integrate sound risk management into its compensation programs. Capital Southwest believes it is critical to bringimplements a multi-faceted strategy toward mitigatingto mitigate risk in compensation. Capital Southwest believes our focus on long-term stable compensation programs and retainingour ability to retain long-term employees who have dedicated more than a decade to our success, work to limit incentives to take unnecessary or imprudent risk-taking actions. Capital Southwest also provides stable fixed cash compensation to each of itsour executive officers as a counterbalance to limit the financial exposure that our named executive officersNEOs face as significant holders of significant equity in our enterprise. In April 2016,
During fiscal 2020, the Compensation Committee undertook a reviewreviewed the elements of itsthe Company's compensation programs to determine whether any portion of compensation encourages excessive risk-taking and determinedconcluded:
compensation is allocated among base salary, cash bonus, and short-term and long-term compensation opportunities in such a way as to not encourage excessive risk-taking;
executive goals are appropriately established across several key metrics and criteria in order to avoid an outcome where the failure to achieve any individual target would result in a large percentage loss of compensation; and
multi-year vesting of restricted stock coupled with our executive stock ownership and holding policy and maximum annual incentive opportunity policy properly account for the time horizon of risks.
In addition, the Compensation Committee believes that the programs are not reasonably likelytotal compensation paid to have a material adverse effect on Capital Southwest.
We have reviewed and discussed with management the above Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Basedincluded in this Proxy Statement with Capital Southwest’s management and, based on suchour review and discussions, the Compensation Committeewe recommended to the Board that the Compensation Discussion and Analysis be included in Capital Southwest’s proxy statement on Schedule 14A and, by reference, its Annual Report on Form 10-K for the fiscal year ended March 31, 2016.this Proxy Statement.
| Compensation Committee |
| Jack D. Furst, Chairman |
| Christine S. Battist |
| David R. Brooks |
| T. Duane Morgan |
| William R. Thomas |
The foregoing report is provided bymaterial contained in the following directors who constitute theforegoing Compensation Committee asReport is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the 1934 Act, whether made before or after the date hereof and irrespective of this proxy statement.
COMPENSATION OF EXECUTIVE OFFICERS
The following table includes information concerning compensation received by our NEOs for thefiscal years ended March 31, 2016, 20152020, 2019 and 2014:2018:
| Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards (1) | Non-Equity Incentive Plan Compensation | All Other Compensation (2) | Total | |||||||||||||||||||||
| Bowen S. Diehl | 2020 | $ | 454,000 | $ | 510,750 | $ | 474,525 | $ | — | $ | 298,032 | $ | 1,737,307 | |||||||||||||||
| President and Chief | 2019 | $ | 442,000 | $ | 700,000 | $ | 978,690 | $ | 62,671 | (3) | $ | 263,409 | $ | 2,446,770 | ||||||||||||||
| Executive Officer | 2018 | $ | 442,000 | $ | 729,300 | $ | 786,240 | $ | 689,686 | (3) | $ | 104,826 | $ | 2,752,052 | ||||||||||||||
| Michael S. Sarner | 2020 | $ | 385,000 | $ | 360,938 | $ | 400,710 | $ | — | $ | 248,424 | $ | 1,395,072 | |||||||||||||||
| Chief Financial Officer, Chief Compliance Officer, | 2019 | $ | 373,000 | $ | 501,219 | $ | 832,846 | $ | — | $ | 204,245 | $ | 1,911,310 | |||||||||||||||
| Secretary and Treasurer | 2018 | $ | 373,000 | $ | 512,875 | $ | 655,200 | $ | — | $ | 77,288 | $ | 1,618,363 | |||||||||||||||
| Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) | All Other Compen- sation (4) | Total | ||||||||||||||||||||||||||
Bowen S. Diehl(5) | 2016 | $ | 429,000 | $ | - | $ | 698,890 | $ | - | $ | 1,359,586 | (17) | $ | 16,530 | $ | 114,295 | $ | 2,618,301 | |||||||||||||||||
President and Chief Executive Officer | 2015 | $ | 428,000 | $ | 14,151 | (14) | $ | 637,980 | $ | 499,874 | $ | 643,500 | $ | 48,410 | $ | 27,000 | $ | 2,298,915 | |||||||||||||||||
Michael S. Sarner(6) Chief Financial Officer, Chief Compliance Officer, Secretary, and Senior Vice President | 2016 | $ | 261,349 | (10) | $ | 75,000 | $ | 356,880 | $ | - | $ | 482,649 | $ | - | $ | 4,206 | $ | 1,180,084 | |||||||||||||||||
Joseph B. Armes(7) | 2016 | $ | 292,500 | (11) | $ | - | $ | - | $ | - | $ | 1,029,441 | (18) | $ | 24,254 | $ | 400 | $ | 1,346,595 | ||||||||||||||||
Chairman and Former President, Chief | 2015 | $ | 447,250 | $ | 18,875 | (15) | $ | 637,980 | $ | 499,868 | $ | 679,500 | $ | 130,969 | $ | 29,150 | $ | 2,443,592 | |||||||||||||||||
Executive Officer and Chairman | 2014 | $ | 340,417 | $ | 9,704 | $ | 185,100 | $ | 354,600 | $ | 869,000 | $ | - | $ | 7,625 | $ | 1,766,446 | ||||||||||||||||||
Kelly Tacke(8) | 2016 | $ | 127,500 | (12) | $ | - | $ | - | $ | - | $ | 799,821 | (19) | $ | 21,484 | $ | 320 | $ | 949,125 | ||||||||||||||||
Former Chief Financial Officer, Chief | 2015 | $ | 253,750 | $ | 10,625 | (16) | $ | 653,170 | $ | 499,868 | $ | 255,000 | $ | 73,592 | $ | 26,800 | $ | 1,772,805 | |||||||||||||||||
Compliance Officer, Secretary, Treasurer and Senior Vice President | 2014 | $ | 93,750 | $ | 1,302 | $ | 134,080 | $ | 209,250 | $ | 253,600 | $ | - | $ | - | $ | 691,982 | ||||||||||||||||||
Christopher J. Mudd(9) Former Senior Vice President, Operations | 2016 | $ | 137,500 | (13) | $ | - | $ | - | $ | - | $ | 137,500 | $ | - | $ | 17,939 | $ | 292,939 | |||||||||||||||||
| 2015 | $ | 65,753 | $ | - | $ | - | $ | - | $ | 68,750 | $ | - | $ | 10,344 | $ | 144,847 | |||||||||||||||||||
| Name and Principal Position | Fiscal Year | Stock Awards (1) | Option Awards (2) | Non-Equity Incentive Plan Awards (3) | Total | ||||||||||||
| Bowen S. Diehl | 2016 | $ | - | $ | - | $ | 689,686 | $ | 689,686 | ||||||||
| President and Chief Executive Officer | 2015 | $ | 637,980 | $ | 499,874 | $ | - | $ | 1,137,854 | ||||||||
| Joseph B. Armes | 2016 | $ | - | $ | - | $ | 689,691 | $ | 689,691 | ||||||||
| Chairman and Former President, Chief Executive Officer and Chairman | 2015 | $ | 637,980 | $ | 499,868 | $ | - | $ | 1,137,848 | ||||||||
| Kelly Tacke | 2016 | $ | - | $ | - | $ | 672,321 | $ | 672,321 | ||||||||
| Former Chief Financial Officer, Chief Compliance Officer, Secretary, Treasurer and Senior Vice President | 2015 | $ | 653,170 | $ | 499,868 | $ | - | $ | 1,153,038 | ||||||||
| (1) | These amounts represent the grant date fair value of restricted stock awards determined in accordance with ASC 718 based on the closing price of our common stock on the date of grant. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The amounts do not correspond to the actual value that will be recognized by our |
| (2) | See “All Other Compensation” table below for information regarding amounts included in this column. |
| (3) | “Non-Equity Incentive Plan Compensation” for Mr. Diehl includes $62,671 for Individual Incentive Awards in fiscal 2019 and $689,686 in fiscal 2018 for cash incentive awards under the Spin-Off Compensation Plan. |
All Other Compensation
| Name and Principal Position | Fiscal Year | 401K Plan Contributions | Dividends (1) | Total | ||||||||||
| Bowen S. Diehl | 2020 | $ | 12,735 | $ | 285,297 | $ | 298,032 | |||||||
| President and Chief | 2019 | $ | 12,375 | $ | 251,034 | $ | 263,409 | |||||||
| Executive Officer | 2018 | $ | 12,150 | $ | 92,676 | $ | 104,826 | |||||||
| Michael S. Sarner | 2020 | $ | 13,255 | $ | 235,169 | $ | 248,424 | |||||||
| Chief Financial Officer, Chief Compliance Officer, | 2019 | $ | 11,855 | $ | 192,390 | $ | 204,245 | |||||||
| Secretary and Treasurer | 2018 | $ | 12,150 | $ | 65,138 | $ | 77,288 | |||||||
| (1) | These amounts |
| Name and Principal Position | Fiscal Year | Accrued Non Vested Benefits Upon Termination of ESOP (1) | 401K Plan/ESOP Contributions | Dividends | Automobile Allowance | Living Expenses | Total | ||||||||||||||||||
| Bowen S. Diehl | 2016 | $ | 105,851 | $ | 8,044 | $ | 400 | $ | - | $ | - | $ | 114,295 | ||||||||||||
| President and Chief Executive Officer | 2015 | $ | - | $ | 26,000 | $ | 1,000 | $ | - | $ | - | $ | 27,000 | ||||||||||||
| Michael S. Sarner | 2016 | $ | - | $ | 4,106 | $ | - | $ | - | $ | 100 | $ | 4,206 | ||||||||||||
Chief Financial Officer, Chief Compliance Officer, Secretary, Treasurer and Senior Vice President | 2015 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
| Joseph B. Armes | 2016 | $ | - | $ | - | $ | 400 | $ | - | $ | - | $ | 400 | ||||||||||||
Chairman and Former President, Chief Executive Officer and Chairman | 2015 | $ | - | $ | 26,000 | $ | 900 | $ | 2,250 | $ | - | $ | 29,150 | ||||||||||||
| 2014 | $ | - | $ | - | $ | 500 | $ | 7,125 | $ | - | $ | 7,625 | |||||||||||||
| Kelly Tacke | 2016 | $ | - | $ | - | $ | 320 | $ | - | $ | - | $ | 320 | ||||||||||||
Former Chief Financial Officer, Chief Compliance Officer, Secretary, Treasurer and Senior Vice President | 2015 | $ | - | $ | 26,000 | $ | 800 | $ | - | $ | - | $ | 26,800 | ||||||||||||
| Christopher J. Mudd | 2016 | $ | - | $ | - | $ | - | $ | - | $ | 17,939 | $ | 17,939 | ||||||||||||
| Former Senior Vice President, Operations | 2015 | $ | - | $ | - | $ | - | $ | - | $ | 10,344 | $ | 10,344 | ||||||||||||
Grants of Plan-Based Awards
The following table sets forth certain information with respect to each grant of a plan-based award to our named executive officersNEOs in the fiscal year ended March 31, 2016.2020.
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Stock Awards: Number of Shares of Stock | Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards (per share) | Grant Date Fair Value of Stock and Option Awards(3) | ||||||||||||||||||||||||||
| Name | Grant Date | Threshold ($) | Target ($)(1) | Maximum ($) | ||||||||||||||||||||||||||
| Joseph B. Armes | 06/30/2015 | - | $ | 679,500 | (2) | - | - | - | - | - | ||||||||||||||||||||
| Bowen S. Diehl | 11/10/2015 | - | - | - | 47,000 | - | - | $ | 698,890 | |||||||||||||||||||||
| 04/20/2016 | - | $ | 643,500 | - | - | - | - | - | ||||||||||||||||||||||
| Michael S. Sarner | 11/10/2015 | - | - | - | 24,000 | - | - | $ | 356,880 | |||||||||||||||||||||
| 04/20/2016 | - | $ | 456,250 | - | - | - | - | - | ||||||||||||||||||||||
| Christopher J. Mudd | 06/30/2015 | - | $ | 275,000 | (2) | - | - | - | - | - | ||||||||||||||||||||
| Kelly Tacke | 06/30/2015 | - | $ | 255,000 | (2) | - | - | - | - | - | ||||||||||||||||||||
| Name | Grant Date | Stock Awards: Number of Shares of Stock (1) | Grant Date Fair Value of Stock Awards (2) | ||||||
| Bowen S. Diehl | 11/15/2019 | 22,500 | $ | 474,525 | |||||
| Michael S. Sarner | 11/15/2019 | 19,000 | $ | 400,710 | |||||
| (1) |
| The amounts represent the grant date fair value of restricted stock awards determined in accordance with ASC 718 based on the closing price of our common stock on the date of grant. |
Outstanding Equity Awards at Fiscal Year End
The following table sets forth certain information with respect to the outstanding equity awards held by our named executive officersNEOs as of March 31, 2016.2020.
| Option Awards | Stock Awards | |||||||||||||||||||||||
| Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price(1) | Option expiration date | Number of shares of stock that have not vested(2) | Market value of shares of stock that have not vested(3) | ||||||||||||||||||
| Joseph B. Armes | 11,951 | 17,926 | $ | 11.66 | 7/15/2023 | 31,000 | $ | 429,970 | ||||||||||||||||
| 28,660 | 57,321 | 11.53 | 8/28/2024 | |||||||||||||||||||||
| Bowen S. Diehl | 11,951 | 17,926 | 11.00 | 3/17/2024 | 78,000 | 1,081,860 | ||||||||||||||||||
| 28,661 | 57,321 | 11.53 | 8/24/2024 | |||||||||||||||||||||
| Christopher J. Mudd | - | - | - | - | - | - | ||||||||||||||||||
| Michael S. Sarner | - | - | - | - | 24,000 | 332,880 | ||||||||||||||||||
| Kelly Tacke | 9,959 | 14,938 | 10.56 | 1/20/2024 | 31,067 | 430,899 | ||||||||||||||||||
| 28,660 | 57,321 | 11.53 | 8/28/2024 | |||||||||||||||||||||
| Name | Number of securities underlying unexercised Options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Number of securities underlying unexercised unearned options (#) | Option exercise price | Option expiration date | Number of shares of stock that have not vested(1) | Market value of shares of stock that have not vested(2) | |||||||||||||||
| Bowen S. Diehl | — | — | — | — | — | 94,931 | $ | 1,084,115 | ||||||||||||||
| Michael S. Sarner | — | — | — | — | — | 79,675 | $ | 909,889 | ||||||||||||||
| With respect to Mr. |
| (2) | The value of the non-vested restricted stock was computed by multiplying the number of non-vested shares of restricted stock by |
Option Exercises and Stock Awards Vested in Fiscal Year
The following table provides information regarding the vesting of restricted stock and the exercise of options held by each of our named executive officersNEOs for the fiscal year ended March 31, 2016.2020.
| Option Awards | Stock Awards | |||||||||||||
Number of Shares Acquired on Exercise | Value Realized on Exercise (1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | |||||||||||
| Bowen S. Diehl | — | $ | — | 46,981 | $ | 984,018 | ||||||||
| Michael S. Sarner | — | $ | — | 35,225 | $ | 737,395 | ||||||||
| Option Awards | Stock Awards | |||||||||||||||
Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | |||||||||||||
| Joseph B. Armes | - | - | 15,000 | $ | 249,530 | |||||||||||
| Bowen S. Diehl | - | - | 15,000 | 213,460 | ||||||||||||
| Christopher J. Mudd | - | - | - | - | ||||||||||||
| Michael S. Sarner | - | - | - | - | ||||||||||||
| Kelly Tacke | - | - | 15,133 | 215,238 | ||||||||||||
| (1) |
| (2) | The value realized equals the number of shares multiplied by the closing price on the day prior to the vesting |
Potential Payments Upon Termination or Change in Control
The following table sets forth information aboutagreements governing our restricted stock awards and our long-term cash incentive awards to employees, including NEOs, provide upon certain transactions involving a change in control or upon a participant’s death or disability (each as defined in the pension benefits attributableaward agreement or plan documents), that unvested shares of restricted stock will fully vest and the long term cash incentive awards would be paid. The acceleration of unvested restricted stock would apply to our named executive officers as of March 31, 2016, and any pension benefit payments to them during the year ended March 31, 2016.both Mr. MuddSarner and Mr. Sarner were not eligible to participate in either our Retirement Plan or Restoration Plan in the fiscal year ended March 31, 2016.
| Name | Plan Name | Number of Years Credited Service | Present Value Of Accumulated Benefits as of 3/31/16(1) | Payments During Last Fiscal Year ($) | ||||||||||||
| Joseph B. Armes | Retirement Plan | 2.250 | $ | 71,997 | - | |||||||||||
| Restoration Plan | 2.250 | $ | 83,226 | - | ||||||||||||
| Bowen S. Diehl | Retirement Plan | 1.500 | $ | 46,109 | - | |||||||||||
| Restoration Plan | 1.500 | $ | 18,831 | - | ||||||||||||
| Christopher J. Mudd | - | - | - | - | ||||||||||||
| Michael S. Sarner | - | - | - | - | ||||||||||||
| Kelly Tacke | Retirement Plan | 1.833 | $ | 77,254 | - | |||||||||||
| Restoration Plan | 1.833 | $ | 17,822 | - | ||||||||||||
Diehl.
The following table quantifies potential compensation that would have become payable to each of our named executive officers under severance agreements, Individual Incentive Award agreements and Company plans and policies (as in effect on March 31, 2016)NEOs if their employment had terminated on March 31, 2016,2020, given the named executive officer’s base salary on that date and the closing price of our common stock on March 31, 2016.that date. In addition, the table quantifies the compensation that would have become payable to each of our named executive officersNEOs assuming that a change in control of Capital Southwest had occurred on March 31, 2016,2020, and determining any amounts that would be payable under the employmentall compensation agreements in effect as of that date.
| Cash Payments | Acceleration of Equity Awards(1) | Total | ||||||||||
| Joseph B. Armes | ||||||||||||
| Termination for Cause | $ | - | $ | - | $ | - | ||||||
| Termination without Cause | 1,379,382 | 756,979 | 2,136,361 | |||||||||
| Death or Disability | 1,602,800 | 1,079,972 | 2,682,772 | |||||||||
| Change in Control | 1,602,800 | 1,079,972 | 2,682,772 | |||||||||
| Bowen S. Diehl | ||||||||||||
| Termination for Cause | - | - | - | |||||||||
| Termination without Cause | 1,379,372 | 756,979 | 2,136,351 | |||||||||
| Death or Disability | 1,442,043 | 1,686,800 | 3,128,843 | |||||||||
| Change in Control | 1,442,043 | 1,686,800 | 3,128,843 | |||||||||
| Christopher J. Mudd | ||||||||||||
| Termination for Cause | - | - | - | |||||||||
| Termination without Cause | - | - | - | |||||||||
| Death or Disability | - | - | - | |||||||||
| Change in Control | - | - | - | |||||||||
| Michael S. Sarner | ||||||||||||
| Termination for Cause | - | - | - | |||||||||
| Termination without Cause | - | - | - | |||||||||
| Death or Disability | - | 356,880 | 356,880 | |||||||||
| Change in Control | - | 356,880 | 356,880 | |||||||||
| Kelly Tacke | ||||||||||||
| Termination for Cause | - | - | - | |||||||||
| Termination without Cause | 1,344,642 | 767,111 | 2,111,753 | |||||||||
| Death or Disability | 1,370,755 | 972,592 | 2,343,347 | |||||||||
| Change in Control | 1,370,755 | 972,592 | 2,343,347 | |||||||||
| Cash Payments | Acceleration of Equity Awards(1) | Total | ||||||||||
| Bowen S. Diehl | ||||||||||||
| Termination for Cause | $ | — | $ | — | $ | — | ||||||
| Termination without Cause | — | — | — | |||||||||
| Change in Control(2) | — | 390,350 | 390,350 | |||||||||
| Double-Trigger Vesting(3) | — | 1,084,115 | 1,084,115 | |||||||||
| Death or Disability | — | 1,084,115 | 1,084,115 | |||||||||
| Michael S. Sarner | ||||||||||||
| Termination for Cause | — | — | — | |||||||||
| Termination without Cause | — | — | — | |||||||||
| Change in Control(2) | — | 321,188 | 321,188 | |||||||||
| Double-Trigger Vesting(3) | — | 909,889 | 909,889 | |||||||||
| Death or Disability | — | 909,889 | 909,889 | |||||||||
| (1) | Amounts reflected in this table do not include the value of any CSWI equity awards that will accelerate upon a change in control of CSWC. |
| Name | Fees Earned or Paid in Cash | Total | ||||||
| Joseph B. Armes | $ | 66,000 | (1) | 66,000 | ||||
| David R. Brooks | 109,500 | 109,500 | ||||||
| T. Duane Morgan | 106,000 | 106,000 | ||||||
| Jack D. Furst | 102,000 | 102,000 | ||||||
| William R. Thomas III | 102,000 | 102,000 | ||||||
| John H. Wilson | 107,000 | 107,000 | ||||||
| (2) | Change of control payment does not assume or require termination of the employee and includes only those awards granted prior to the Amended and Restated 2010 Restricted Stock Award Plan effective August 2, 2018. |
| (3) | In the event of the consummation of a change in control in the Company, all outstanding awards granted under the Amended and Restated 2010 Restricted Stock Award Plan effective August 2, 2018 will vest only where either (1) within two years following the change in control, the participant’s employment or service is involuntarily terminated for reasons other than for cause (as defined in the 2010 Restricted Stock Award Plan) or the participant terminates his or her employment or service for good reason (as defined in the 2010 Restricted Stock Award Plan) or (2) such awards are not assumed or converted into replacement awards in a manner described in the 2010 Restricted Stock Award Plan (hereinafter referred to as “Double-Trigger Vesting”). All awards of restricted stock granted under the 2010 Restricted Stock Award Plan prior to adoption and approval of the Amended and Restated 2010 Restricted Stock Award Plan on August 2, 2018 accelerate automatically upon a change in control of the Company. |
| Committee | Fees | |||
| Audit | $ | 15,000 | ||
| Compensation | 10,000 | |||
| Nominating/Corporate Governance | 8,000 | |||
Pay Ratio Disclosure
We are askingproviding the following information about the relationship of the median of the annual total compensation of all of our shareholders to provide advisory approvalemployees (other than Mr. Diehl, our President and CEO) and the annual total compensation of Mr. Diehl. As of March 31, 2019, we determined that the median of the annual total compensation of all of our employees, other than our CEO, was $263,068 and the annual total compensation of our current named executive officers,CEO, as we described in the “Compensation Discussion and Analysis” section of this proxy statement. While this vote is advisory and non-binding, it will provide information to the Compensation Committee regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when determining executive compensation for fiscal 2017 and beyond. Based upon the shareholder vote received at our 2012 annual meeting, we will be requesting our shareholders to vote annually (on a non-binding basis) on executive compensation.
The pay ratio provided is a reasonable estimate as disclosedof March 31, 2020 calculated in a manner consistent with Item 402(u) of Regulation S-K. The data used to calculate the pay ratio are specific to our Company and our employee population. As a result, our pay ratio may not be comparable to the pay ratios of other companies. We had 21 employees (excluding Mr. Diehl) as of March 31, 2020 all located in our Dallas, Texas office. To identify the median employee from our employee population, we compared the salary, bonus, stock awards, option awards, non-equity incentive plan compensation, 401(k) Plan employer match and dividends. Upon identifying our median employee, we combined all of the elements of such employee’s compensation for fiscal 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual compensation for the median employee of $263,068. The Company annualized the salary and bonus component of total compensation for employees that were employed by the Company for less than the full fiscal year. We used the annual total compensation of our CEO as reported in the proxy statement relating to the 2016 fiscal year pursuant to the compensation disclosure rules“Total” column of the SEC (which disclosure includes theour Summary Compensation Discussion and Analysis section, the compensation tables and the accompanying footnotes and narratives within the Executive Compensation section of the proxy statement).”Table in this Proxy Statement.
The Audit Committee in accordance with its charter,and the Board has appointed the firm of Grant ThorntonRSM US LLP to serve as the independent registered accounting firm to audit our financial statementsfor the Company for the fiscal year ending March 31, 2016. We are asking2021.
SEC regulations and the Nasdaq Stock Market Rules require the Company’s independent registered public accounting firm to be engaged, retained and supervised by the Audit Committee. However, the Board considers the selection of an independent registered public accounting firm to be an important matter to shareholders. Accordingly, the Board considers a proposal for shareholders to ratify this appointment to be an opportunity for shareholders to provide input to the appointment of Grant Thornton LLP as our independent registered accounting firm forAudit Committee and the fiscal year ending March 31, 2017. In order to ratify the appointment of Grant Thornton LLP as our independent registered accounting firm for the year ending March 31, 2017, the proposal must receive the favorable vote ofBoard on a majority of the shares represented in person or by proxy at the annual meeting.key corporate governance issue. If shareholders fail to ratify the appointment, the Audit Committee may, but is not required to, reconsider the appointment.
RSM US LLP has advised us that neither the firm nor any present member or associate of it has any material financial interest, direct or indirect, in the Company or its affiliates. A representative of Grant ThorntonRSM US LLP will be present at the annual meetingAnnual Meeting and will have the opportunity to make a statement regarding our financial statements for the fiscal year ended March 31, 2016 and is expected to be available to respond to appropriate questions you may have.
Vote Required
The affirmative vote of a majority of the votes cast by holders of our shares as of the Record Date present or represented at the Annual Meeting is required to ratify the appointment of RSM US LLP to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2021. Abstentions have the same effect as votes cast against the proposal. Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal. Because brokers will have discretionary authority to vote for the ratification of the appointment of the Company’s independent registered public accounting firm in the event that they do not receive voting instructions from the beneficial owner of the shares, your broker may vote your shares for this proposal.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF RSM US LLP AS OUR INDEPENDENT REGISTERED ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2021.
If you give no instructions on the proxy card, the shares covered by the proxy card will be voted FOR the ratification of the appointment of RSM US LLP as our independent registered accounting firm for the fiscal year ending March 31, 2021 in accordance with the recommendation of the Board.
Audit and Other Fees
Paid to Prior Independent Registered Public Accounting Firm
The following table sets forth fees for services rendered by Grant ThorntonRSM US LLP for the fiscal years endedending March 31, 20162020 and March 31, 20152019 as of the date of this proxy statement.Proxy Statement.
| Service | 2016 | 2015 | 2020 | 2019 | ||||||||||||
| Audit Fees (1) | $ | 149,950 | $ | 167,500 | $ | 493,200 | $ | 369,700 | ||||||||
| Audit Related Fees (2) | 448,011 | 309,823 | — | — | ||||||||||||
| Tax Fees (3) | 47,213 | 54,835 | — | — | ||||||||||||
| All Other Fees | - | - | ||||||||||||||
| All Other Fees (4) | — | — | ||||||||||||||
| Total Fees | $ | 645,174 | $ | 532,158 | $ | 493,200 | $ | 369,700 | ||||||||
| (1) |
| (2) | Audit related fees would include fees for assurance and related services that are reasonably related to the performance of the audit or review of |
| (3) |
| (4) | Fees for other services would include fees for products and services |
The Audit Committee oversees Capital Southwest’s financial reporting process and system of internal control over financial reporting on behalf of the Board. Management is responsible for preparing Capital Southwest’s financial statements and Capital Southwest’s reporting process, including Capital Southwest’s system of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited consolidated financial statements in the Annual Report with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of the valuation of securities and other significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee is not, however, professionally engaged in the practice of accounting or auditing, and does not provide any expert or other special assurance as to such financial statements concerning compliance with the laws, regulations or accounting principlesU.S. generally accepted in the United Statesaccounting principles (“GAAP”). The Audit Committee relies, without independent verification, on the information provided to them and on the representations made by management and Capital Southwest’s independent registered public accounting firm.
Audit Firm Selection/Ratification
The Audit Committee is directly responsible for the appointment, compensation, retention, oversight and termination of the Company’s registered independent auditors.
When conducting its latest review of RSM US LLP, the Audit Committee actively engaged with RSM US LLP’s engagement partners and considered, among other factors:
the professional qualifications of RSM US LLP and that of the lead audit partner and other key engagement members relative to the current and ongoing needs of the Company;
RSM US LLP’s historical and recent performance on the Company’s audits, including the extent and quality of RSM US LLP’s communications with the Audit Committee related thereto;
management’s assessment of RSM US LLP’s performance;
the appropriateness of RSM US LLP’s fees relative to both efficiency and audit quality;
RSM US LLP’s independence policies and processes for maintaining its independence;
reports of the Public Company Accounting Oversight Board (United States) (“PCAOB”) on RSM US LLP;
RSM US LLP’s tenure as the Company’s independent registered public accounting firm and its related depth of understanding of the Company’s businesses, operations and systems and the Company’s accounting policies and practices;
RSM US LLP’s demonstrated professional integrity and objectivity; and
the relative benefits, challenges, overall advisability and potential impact of selecting a different independent registered public accounting firm.
As a result of this evaluation, the Audit Committee approved the appointment of RSM US LLP for the fiscal year ending March 31, 2021.
Pre-Approval Policy
The Audit Committee has determined that the provision of non-audit services by RSM US LLP was compatible with maintaining RSM US LLP’s independence. At its regularly scheduled and special meetings, the Audit Committee considers and pre-approves all audit, audit related and non-audit services to be performed by our independent accountants in accordance with its pre-approval policy. In accordance with the Audit Committee’s charter, the Audit Committee approves in advance all audit, audit related and tax services to be provided by our independent registered public accounting firm. During fiscal 2020, all services were pre-approved by the Audit Committee in accordance with its pre-approval policy.
Review with Management
The Audit Committee has reviewed the audited financial statements and met and held discussions with management regarding the audited financial statements. Management has represented to the Audit Committee that the Company’s financial statements were prepared in accordance with GAAP.
Review and Discussion with Independent Registered Public Accounting Firm
The Company’s independent registered public accounting firm, RSM US LLP, was responsible for performing an independent audit of Capital Southwest’s consolidated financial statements for the fiscal year ended March 31, 2020 in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”)PCAOB and for expressing an opinion on the conformity of those audited financial statements with GAAP. The Audit Committee reviewed with Grant ThorntonRSM US LLP its judgment as to the quality, not just the acceptability, of Capital Southwest’s accounting principles, the reasonableness of the valuation of securities and other significant judgments, the clarity of disclosures in the financial statements and such other matters as are required to be discussed with the Audit Committee by Statements on Auditing Standards No. 16,1301, as adopted by the PCAOB in Rule 3200T and by SEC RegulationsRule 2‑07 under Regulation S-X Rule 2-07,under the 1934 Act, Communications with Audit Committees, as currently in effect. In addition, theThe Audit Committee discussed with Grant Thornton LLP its independence from management and Capital Southwest, including the matters inhas received the written disclosures and the letter Capital Southwest received from them asRSM US LLP required by applicable requirements of the EthicsPCAOB regarding RSM US LLP’s communications with the Audit Committee concerning RSM US LLP’s independence, and Independence Rule 3526, and consideredhas discussed with RSM US LLP the compatibility of non-audit services with theirindependent accountant’s independence.
The Audit Committee discussed with Grant ThorntonRSM US LLP the overall scope and plans for their audit and also met with them, with and without management present, to discuss the results of their audit, their evaluation of Capital Southwest’s system of internal controls over financial reporting and the overall quality of Capital Southwest’s financial reporting.
The Audit Committee reviewed and discussed the audited consolidated financial statements for the fiscal year ended March 31, 20162020 with management and Grant ThorntonRSM US LLP and also discussed with management and Grant ThorntonRSM US LLP the process used to support certifications by our Chief Executive Officer and Chief Financial Officer that are required by the SEC and the Sarbanes-Oxley Act to accompany our periodic filings with the SEC.
Conclusion
Based on the reviews and discussions referred to above and subject to the limitations on the Audit Committee’s role and responsibilities referred to above and in the Audit Committee Charter,charter, all of the Audit Committee members, whose names are listed below, recommended to the Board that the Board approve the inclusion of the audited consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended March 31, 2016 for filing with2020 in the SEC.Annual Report on Form 10‑K.
| Audit Committee | ||
| Christine S. Battist, Chair | ||
| David R. Brooks | ||
| Jack D. Furst | ||
| T. Duane Morgan | ||
| William R. Thomas | ||
* The material contained in the foregoing Audit Committee Report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the 1934 Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We have written procedures in place for the review, approval and monitoring of transactions involving us and certain persons related to us. As a BDC, the 1940 Act restricts us from participating in transactions with any persons affiliated with us, including our officers, directors and employees and any person controlling or under common control with us, subject to limited exceptions.
In order to ensure that we do not engage in any prohibited transactions with any persons affiliated with CSWC, our officers screen each of our transactions for any possible affiliations, close or remote, between the proposed portfolio investment, us, companies controlled by us and our employees and directors. The Audit Committee isresponsible for approving related party transactions exceeding $50,000 in aggregate value.
In addition, our Code of Conduct and our Code of Ethics, which are applicable to all of our employees, officers and directors, require that all employees, officers and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests. Our Code of Conduct and our Code of Ethics are available at http://www.capitalsouthwest.com/governance.
PRIVACY NOTICE
We are committed to protecting your privacy. This privacy notice, which is required by state and federal law, explains the privacy policies of Capital Southwest and its affiliated companies. This notice supersedes any other privacy notice you may have received from Capital Southwest, and its terms apply both to our current stockholders and to former stockholders as well.
We will safeguard, according to strict standards of security and confidentiality, all information we receive about you. With regard to this information, we maintain physical, electronic, and procedural safeguards that comply with federal and state standards. The only information we collect from you is your name, address, and number of shares you hold. This information is used only so that we can send you annual reports and other information about Capital Southwest, and send you proxy statements or other information required by law.
We do not share this information with any non-affiliated third party except as described below.
Courts and Government Officials. If required by law, we may disclose your personal information in accordance with a court order or at the request of Contentsgovernment regulators. Only that information required by law, subpoena, or court order will be disclosed.
OTHER MATTERS
As of the mailing date of this proxy statement,Proxy Statement, the Board knows of no other matters to be presented at the meeting.Annual Meeting. Should any of the matters requiring a vote of the shareholders arise at the meeting,Annual Meeting, the persons named in the proxy will vote the proxies in accordance with their best judgment.
Any shareholder who intends to present a proposal atfor the 2021 annual meeting in the year 2017, and who wishes to have the proposal included in our proxy statement for that meeting,of shareholders must deliver the proposalbe sent to our corporate secretary at 5400 LBJ Freeway, Suite 1300, Dallas, Texas 75240, Attention: Secretary, no later thanSecretary. The deadline for receipt of a proposal to be considered for inclusion in the proxy statement for the 2021 annual meeting of shareholders is 5 p.m., Central Time, on February 17, 2017.9, 2021. Our NCG Committee will review all shareholder proposals and makes recommendations to the Board for action on such proposals. All proposals must meet the requirements set forth in the rules and regulations of the SEC in order to be eligible for inclusion in the proxy statement for that meeting.the 2021 annual meeting of shareholders.
next annual meeting.
We are required to provide an annual report and proxy statement or notice of availability of these materials to all shareholders of record. If you share an address with another shareholder, you may receive only one set of proxy materials unless you have more than one account in your name or at the same address as other shareholders,provided contrary instructions, we or your broker may discontinue mailings of multiple copies. If you wish to receive separate mailings for multiple accounts at the same address, you should mark the designated box on your proxy card. If you are voting by telephone or the Internet and you wish to receive multiple copies, you may notify us at the address and phone number at the end of the following paragraph if you are a shareholder of record or notify your broker or another account holder if you hold your shares through a broker or another account holder.
Once you have received notice from your broker, anotherthe account holder or us that they or we will discontinue sending multiple copies to the same address, you will receive only one copy until you are notified otherwise or until you revoke your consent. If you received only one copy of this proxy statement and annual report or noticethe Notice of availabilityInternet Availability of these materialsProxy Materials and you wish to receive a separate copy for each shareholder at your household, or if, at any time, you wish to resume receiving separate proxy statements or annual reports or notices of availability, or if you are receiving multiple statements and reports and wish to receive only one, please notify your broker or another account holder if your shares are held in a brokerage account or us if you hold registered shares.shares in your name. You can notify us by sending a written request to Capital Southwest Corporation, 5400 LBJ Freeway, Suite 1300, Dallas, Texas 75240, Attention: Secretary, or by contacting us at (214) 238-5700,238‑5700, and we will promptly deliver materials as requested.
