Velarion · Company Intelligence
Compensation Brief
Fiscal year 2026 · Filings through 2026-05-27

Capital Southwest (CSWC)

CEO Michael Sarner was paid $3,791,870 in fiscal year 2026, ↑ up 10.7% from fiscal year 2025 (SEC filing 0000017313-26-000042 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$3,791,870 ↑
Michael Sarner total, FY2026
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CEO pay percentile vs peers
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CEO-to-median pay ratio
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Sample answer — “What is the CEO’s total compensation?”
- Michael Sarner (President and Chief Executive Officer (3)), FY2026 total compensation $3,791,870 (base salary $500,000) [exec_comp, SEC accession 0000017313-26-000042, filed 2026-05-27]

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CSWC's next annual pay disclosure, estimated May 27, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2026

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Michael Sarner$500,000$1,113,697$1,708,000$0$0$0$470,173$3,791,870
President and Chief Executive Officer (3)
Joshua Weinstein450,000835,2731,387,750000387,7443,060,767
Chief Investment Officer
Chris Rehberger350,000649,857960,750000210,4572,171,064
Chief Financial Officer, Secretary and Treasurer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2026 totalFY2025 totalFY2024 totalΔ FY2025→2026
Michael Sarner$3,791,870$3,424,639$2,663,098↑ +367,231
Joshua Weinstein3,060,7672,891,3332,369,937↑ +169,434
Chris Rehberger2,171,0641,391,055—↑ +780,009

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against CSWC
1 company names CSWC as a compensation peer

The list of companies that name CSWC as a peer is temporarily unavailable — recheck shortly.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2026

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Chris RehbergerRSU2025-06-09——45,000—$960,750
Michael SarnerRSU2025-06-09——80,000—1,708,000
Joshua WeinsteinRSU2025-06-09——65,000—1,387,750
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Chris Rehberger$960,750$0$00.0%
Michael Sarner1,708,000000.0%
Joshua Weinstein1,387,750000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2026

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Chris RehbergerRSU76,125—$1,683,885
Joshua WeinsteinRSU145,051—3,208,528
Michael SarnerRSU177,211—3,919,907
05

Incentive-plan design — the Compensation Discussion & Analysis

The compensation programs are designed to be fair, reasonable, and competitive, aligning executive compensation with the Company's short-term and long-term objectives and shareholder interests to achieve sustainable investment returns. Key elements include attracting and retaining top talent, aligning pay with performance, and using long-term equity awards to align employee and shareholder interests.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantMercer (U.S.), Inc
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingfalse
08

Director compensation — fiscal year 2026

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
David R. BrooksIndependent · Board Chair · Audit · Compensation · Nominating/ Corporate Governance$172,000$50,000———$222,000
Ramona L. Rogers-WindsorIndependent · Audit · Compensation · Nominating/ Corporate Governance152,00050,000———202,000
Christine S. BattistIndependent · Audit (Chair) · Compensation · Nominating/ Corporate Governance152,00050,000———202,000
Jack D. FurstIndependent · Audit · Compensation (Chair) · Nominating/ Corporate Governance147,00050,000———197,000
William R. ThomasIndependent · Audit · Compensation · Nominating/ Corporate Governance (Chair)145,00050,000———195,000
Michael S. SarnerEmployee director—————0
09

Board fee structure and ownership guideline

Annual cash retainer$112,000
Annual equity retainer$50,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)20,000 / 15,000 / 13,000
Stock ownership guideline$4
09b

Total cost of the board

ComponentFY2026
Cash retainers and fees$768,000
Equity awards (grant-date value)$250,000
All other compensation$0
Total cost of the board$1,018,000

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Capital Southwest2026Michael Sarner$500,000$1,708,000$0$0$3,791,870

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Capital Southwest in fiscal 2026?
As disclosed, Michael Sarner (President and Chief Executive Officer (3)) was the highest-paid executive at Capital Southwest in fiscal 2026, with total compensation of $3,791,870.
How much does Capital Southwest spend in total on board compensation for fiscal 2026?
As disclosed, Capital Southwest reported total board compensation of $1,018,000 for fiscal 2026.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Michael SarnerDEF 14A2026-05-270000017313-26-000042Section “Summary Compensation Table ” · page 30. As printed: 3,791,870. Filing ↗machine: r5 · c37 · span 423093–423102
2Section 01, Joshua WeinsteinDEF 14A2026-05-270000017313-26-000042Section “Summary Compensation Table ” · page 30. As printed: 3,060,767. Filing ↗machine: r11 · c37 · span 441715–441724
3Section 01, Chris RehbergerDEF 14A2026-05-270000017313-26-000042Section “Summary Compensation Table ” · page 30. As printed: 2,171,064. Filing ↗machine: r8 · c37 · span 434194–434203
4Section 03, Chris Rehberger RSUDEF 14A2026-05-270000017313-26-000042Section “Grants of Plan Based Awards ” · grants of plan-based awards table. Filing ↗
5Section 03, Michael Sarner RSUDEF 14A2026-05-270000017313-26-000042Section “Grants of Plan Based Awards ” · grants of plan-based awards table. Filing ↗
6Section 03, Joshua Weinstein RSUDEF 14A2026-05-270000017313-26-000042Section “Grants of Plan Based Awards ” · grants of plan-based awards table. Filing ↗
7Section 08, David R. BrooksDEF 14A2026-05-270000017313-26-000042Section “Director Compensation”. As printed: 222,000. Filing ↗machine: span 279398–279704
8Section 08, Ramona L. Rogers-WindsorDEF 14A2026-05-270000017313-26-000042Section “Director Compensation”. As printed: 202,000. Filing ↗machine: span 282769–283075
9Section 08, Christine S. BattistDEF 14A2026-05-270000017313-26-000042Section “Director Compensation”. As printed: 202,000. Filing ↗machine: span 277861–277993
10Section 08, Jack D. FurstDEF 14A2026-05-270000017313-26-000042Section “Director Compensation”. As printed: 197,000. Filing ↗machine: span 281078–281384
11Section 08, William R. ThomasDEF 14A2026-05-270000017313-26-000042Section “Director Compensation”. As printed: 195,000. Filing ↗machine: span 284453–284759
12Section 08, Michael S. SarnerDEF 14A2026-05-270000017313-26-000042Section “Director Compensation”. As printed: 0. Filing ↗
13Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
14Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
15Section 09b board cost (computed)Computed——Cash 768,000 + equity 250,000 + all other 0 = 1,018,000, summed across the director compensation table rows.machine: formula: Σ = 1,018,000
16Capital Southwest (subject), Section 10b CEO totalDEF 14A2026-05-270000017313-26-000042CEO total compensation as printed in Capital Southwest's own proxy. As printed: 3,791,870. Filing ↗machine: r5 · c37 · span 423093–423102

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