DEF 14A of Pool Corp, Mar 26, 2026

DEF 14A of Pool Corp

Filed Mar 26, 2026 · FY20250000945841-26-000077

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. General

    General Our Bylaws permit the size of our Board to be increased or decreased from time to time by Board resolution. Currently, the Board consists of nine members.

  3. Board Refreshment

    Board Refreshment We are committed to board refreshment, balancing the value of directors with deep knowledge with those who offer new perspectives. If all of our director nominees are elected at the Annual Meeting, the average tenure of our independent directors will be 7.1 years, down from 13.7 years in 2018. As previously announced, Carlos A. Sabater notified the Board that he will retire from service on the Board at the end of his current term, and accordingly, will not stand for re-election at the 2026 Annual Meeting. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Mark A. Pompa for election to the Board at the Annual Meeting. We selected Mr. Pompa as a director nominee following a search we conducted with assistance from a nationally-recognized search firm.

  4. 2026 Board Nominees

    2026 Board Nominees Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the nine individuals listed in the biographies below to serve a one-year term. Other than Mr. Pompa, each of the nominees was elected by stockholders at the 2025 annual meeting. Each nominee has indicated a willingness to serve if elected. If any nominee is unable or unwilling to take office at the time of the Annual Meeting, your proxy may be voted in favor of another person or other persons nominated by the Board. If elected, each nominee will serve until the 2027 annual meeting of stockholders, until a successor is elected and qualified or until earlier resignation or removal. Our Bylaws require a majority voting standard in uncontested director elections. This means that if a director receives more votes against than for, the director must submit a resignation offer to the Board. The Board, after considering the Nominating and Corporate Governance Committee’s recommendation, must decide within 90 days of certifying election results whether to accept, reject or take other action on the resignation

  5. Board Assessment and Membership Criteria

    Board Assessment and Membership Criteria At least annually, our Nominating and Corporate Governance Committee evaluates the effectiveness of our Board and Board committees and reviews the appropriateness of the composition and size of our Board and Board committees. When identifying, evaluating and considering potential nominees, our Nominating and Corporate Governance Committee looks for candidates with relevant business, industry or educational experience as well as demonstrated character and judgment, in accordance with our Corporate Governance Guidelines. The committee seeks individuals with the highest personal and professional ethics, integrity and values, who can commit themselves to representing the long-term interests of our stockholders. The committee also seeks nominees who have an inquisitive and objective perspective, practical wisdom and mature judgment. Nominees must be willing to devote sufficient time to their duties and show a commitment to serving on our Board for a meaningful period of time. When reviewing the composition of our Board and potential nominees, our Nominating and Corporate Governance Committee considers the director independence and committee requirements of The Nasdaq Stock Market LLC (Nasdaq) listing rules and all legal requirements. Our Board seeks independent directors with a broad range of experience, professions, skills, geographic representation, perspectives and backgrounds to enhance the efficacy of Board deliberations and decisions. New directors receive orientation on our business and operations to optimize their service as directors. From time to time, the Nominating and Corporate Governance Committee may engage nationally-recognized search firms to help identify director candidates. Based on these criteria, the Nominating and Corporate Governance Committee and Board believe all nominees are qualified to serve. The Board has determined that seven of our nine director nominees, including all committee members, are independent under Nasdaq listing rules. The Board has further determined that all three current members of our Audit Committee qualify as “audit committee financial experts,” as defined by the SEC rules. Collectively, we believe our director nominees bring a range of skills and experience well-suited to oversee our operations and industry, as described in the individual biographies below.

  6. Board Composition

    Board Composition The Board’s effectiveness relies on its ability to successfully navigate a broad spectrum of challenges. The Board’s composition and culture are crucial; varying backgrounds and periodic refreshment strengthen the Board’s ability to provide effective oversight and achieve its ultimate goal of maximizing stockholder value. We are committed to maintaining a balanced board, with members who bring a variety of skills, expertise, experiences, perspectives and personal characteristics. We are also committed to a balanced approach to director tenure, allowing the Board to benefit from the knowledge and experience of longer-serving directors as well as fresh perspectives from newer directors.

  7. Information about our Director Nominees

    Information about our Director Nominees The following biographies provide information on each director nominee, including tenure, business experience and qualifications, education and other public company board service. While the summaries are not exhaustive, they highlight the primary experiences, key attributes and skills that led the Nominating and Corporate Governance Committee and our Board to nominate these individuals to serve as directors of our Company. In addition to these qualifications, we believe each of our directors has a reputation for demonstrating integrity, honesty, high ethical standards and sound judgment. The Board unanimously recommends a vote FOR each of the below-listed director nominees.

  8. Information about our Director Nominees

    | | Business experience: Mr. Arvan has served as our president and chief executive officer since January 2019. He served as our executive vice president from January 2017 to January 2019 and as our chief operating officer from August 2017 to January 2019. Prior to joining Pool Corporation, Mr. Arvan served as chief executive officer of Roofing Supply Group from 2013 to 2015 and as president of GE/SABIC Polymershapes from 2004 to 2013. Other qualifications: Mr. Arvan graduated cum laude from the State University of New York at Utica with a Bachelor of Professional Studies in Business Administration. Among other qualifications, Mr. Arvan brings to the Board senior leadership experience, strong operating expertise and marketing and strategic planning knowledge. | | Peter D. Arvan Age: 60 Director since: 2019 Areas of expertise include: •Management •Strategic planning •Marketing •Operations •Industry knowledge | |

  9. Information about our Director Nominees

    | | Business experience: Ms. Gervasi currently serves as a senior advisor and executive coach at My Next Season, a consulting company. From 2012 to 2020, she served as the chief human resources officer and later as an executive advisor to the CEO and board of directors of The Hartford Financial Services Group, Inc. (The Hartford; NYSE: HIG), an insurance and investment company, where she also served as senior vice president of human resources from 2010 to 2012. Prior to joining The Hartford, Ms. Gervasi held a variety of human resource positions with General Electric and Saudi Basic Industries, where she gained a strong foundation in managing global workforces and driving business transformations. Other qualifications: Ms. Gervasi earned a bachelor’s degree in American Studies and Business from the University of St. Joseph, and she holds a Master of Business Administration in human resources from the Lally School of Management and Technology at Rensselaer Polytechnic Institute. Among other qualifications, Ms. Gervasi brings to the Board extensive leadership and human capital experience and a strong history of leadership development and talent management across multiple industries. | | Martha S. Gervasi Independent Age: 64 Director since: 2021 Areas of expertise include: •Mergers and acquisitions •Strategic planning •Corporate governance •Succession planning •Human resources/compensation | |

  10. Information about our Director Nominees

    | | Business experience: From 2018 to 2022, Mr. Hope was executive vice president and chief financial officer of Performance Food Group Company (PFG; NYSE: PFGC); he served as PFG’s executive vice president of operations from 2014 to 2018. Prior to joining PFG, Mr. Hope spent 26 years in various executive leadership roles at Sysco Corporation (NYSE: SYY), a food distributor, most recently serving as executive vice president of business transformation. Before that, Mr. Hope progressed through several financial and sales leadership positions including senior vice president of sales and marketing and president and CEO of Sysco’s Kansas City operating company. Other directorships: Mr. Hope has served as a director of Core & Main Inc. (NYSE: CNM), a specialized distributor of water, wastewater, storm drainage and fire protection products, since 2024. Other qualifications: Mr. Hope holds a Bachelor of Business Administration from the University of Texas at Austin and brings to the Board a well-rounded background including public company accounting and reporting, deep experience in all aspects of mergers and acquisitions, strategic planning, and risk management and mitigation. | | James D. Hope Independent Age: 66 Director since: 2022 Areas of expertise include: •Finance •Strategic planning •Mergers and acquisitions •Operations •Distribution | |

  11. Information about our Director Nominees

    | | Business experience: Mr. Murphy is the president and chief executive officer of Ferguson Enterprises Inc. (Ferguson; NYSE: FERG), a leading value-added North American distributor of construction products. From 2017 to 2019, he was chief executive officer of U.S. operations at Ferguson and from 2007 to 2017 he served as the chief operating officer of the U.S. business segment. Prior to that, Mr. Murphy gained extensive experience in strategic development and operational performance improvement in a number of leadership positions since he joined Ferguson in 1999 as an operations manager following the acquisition of his family’s business, Midwest Pipe and Supply. Other directorships: Mr. Murphy has served as a director of Ferguson (NYSE: FERG) since 2017. Other qualifications: Mr. Murphy holds a Bachelor of Science in Business and Marketing from Miami University. Among other qualifications, Mr. Murphy brings to the board extensive senior leadership and distribution experience and a strong history of strategic operational experience. | | Kevin M. Murphy Independent Age: 56 Director since: 2024 Areas of expertise include: •Mergers and acquisitions •Strategic planning •Operations •Risk management •Distribution | |

  12. Information about our Director Nominees

    | | Business experience: From 2017 to 2019, Mrs. Oler served as senior vice president/president, North America of W.W. Grainger, Inc. (Grainger; NYSE:GWW ), a distributor of maintenance, repair and operating supplies used by businesses and institutions, gaining strong expertise in business turnarounds and leading transformational initiatives, including a Canadian business turnaround, sales end market segmentation and new pricing models. She joined Grainger as regional sales vice president in 2002 and held several roles with increasing responsibility. Prior to joining Grainger, Mrs. Oler gained extensive sales and leadership experience with Alliant FoodService, Inc. from 1996 to 2002, Kraft Foods from 1986 to 1996 and I. Feldman & Company from 1973 to 1986. Former directorships: Mrs. Oler served as a director of Horizon Global Corporation (formerly NYSE: HZN), a leading manufacturer of branded towing and trailering equipment, from 2020 until Horizon was acquired by a private company in 2023. Other qualifications: Mrs. Oler holds a Bachelor of Science from the University of Maryland. Among other qualifications, Mrs. Oler brings to the Board extensive leadership and general management experience, a strong history of strategic go-to-market and sales team development, a proven track record of driving revenue growth and significant customer service experience. | | Debra S. Oler Independent Age: 71 Director since: 2018 Areas of expertise include: •Management •Marketing and sales •Business development •Turnarounds and business transformation •Distribution | |

  13. Information about our Director Nominees

    | | Business experience: Mr. Perez de la Mesa served as our president and chief executive officer from 2001 until his retirement at the end of 2018; he served as our president and chief operating officer from 1999 to 2001. Prior to leading Pool Corporation, he gained extensive general, financial and operations management experience with Watsco, Inc. from 1994 to 1999, Fresh Del Monte Produce B.V. from 1987 to 1994, International Business Machines Corp. from 1982 to 1987, and Sea-Land Service Inc./R.J. Reynolds, Inc. from 1977 to 1982. Other directorships: Mr. Perez de la Mesa has served as a director of Advanced Drainage Systems, Inc. (NYSE:WMS), a publicly traded manufacturer of pipe and related waterworks products in North America, since 2019. Other qualifications: Mr. Perez de la Mesa holds a Bachelor of Business Administration from Florida International University and a Master of Business Administration from St. John’s University. Among other qualifications, Mr. Perez de la Mesa brings to the Board extensive management experience, more than 25 years of industry knowledge, a broad strategic vision for the Company and a strong financial acumen. | | Manuel J. Perez de la Mesa Age: 69 Director since: 2001 Vice Chairman since: 2019 Areas of expertise include: •Management •Strategic planning •International operations •Finance •Industry knowledge | |

  14. Information about our Director Nominees

    | | Business experience: From 2006 until his retirement in 2024, Mr. Pompa served as executive vice president and chief financial officer of EMCOR Group, Inc. (EMCOR, NYSE: EME), a mechanical and electrical construction and facilities services provider. Prior to that, he was senior vice president and chief accounting officer of EMCOR from 2003 to 2006, and he served as treasurer from 2003 to 2007. He joined EMCOR in 1994, serving as vice president and controller until 2003. Prior to joining EMCOR, Mr. Pompa was an audit and business advisory manager at Arthur Anderson LLP. Other directorships: Mr. Pompa serves as a director of Apogee Enterprises, Inc. (NYSE: APOG), a science, technology and engineering solutions company. Other qualifications: Mr. Pompa received a Bachelor of Business Administration from Pace University. Among other qualifications, Mr. Pompa brings to the board a strong financial acumen and deep experience in SEC financial reporting. He also has extensive senior leadership experience, as well as significant expertise in risk management, investor relations, and financial planning. | | Mark A. Pompa Independent Age: 61 Areas of expertise include: •Finance •Risk management •Executive compensation •Mergers and acquisitions •Operations | |

  15. Information about our Director Nominees

    | | Business experience: From 1996 to 1999, Mr. Stokely served as president, chief executive officer and chairman of Richfood Holdings, Inc., a regional Fortune 500 wholesale food distributor and operator of retail grocery stores, prior to its acquisition by SuperValu Inc. Other directorships: From 2014 through October 2025, Mr. Stokely served as a director of Malibu Boats (Nasdaq: MBUU), a manufacturer of recreational powerboats. Other qualifications: Mr. Stokely holds a Bachelor of Arts from the University of Tennessee. Among other qualifications, he brings to the Board experience in providing strategic, financial and risk management advice to companies engaged in a variety of industries, unique strategic insight, distribution and retail expertise and extensive senior leadership experience. Additionally, Mr. Stokely’s previous experience as chief executive officer of Richfood Holdings, Inc. afforded him with significant acquisition experience. | | John E. Stokely Independent Age: 73 Director since: 2000 Lead independent director since: 2003 Chairman since: 2017 Areas of expertise include: •Management •Finance •Operations •Corporate governance •Distribution | |

  16. Information about our Director Nominees

    | | Business experience: Mr. Whalen served as president and chief executive officer of A.T. Cross Company (later Costa Inc.) from 1999 to 2014, when the company was sold. A.T. Cross manufactured and marketed writing instruments and personal accessories under the Cross brand name and premium sunglasses under the Costa brand name. Prior to joining Cross, Mr. Whalen held various senior positions with Bausch & Lomb Inc. and the G. Heileman Brewing Company and was a consultant for Booz Allen Hamilton. Former directorships: Throughout his tenure as CEO, Mr. Whalen was a director of A.T. Cross Company (formerly Nasdaq: ATX). Additionally, from 2017 to May 2024, Mr. Whalen served as a director of Delta Apparel Inc. (formerly NYSE: DLA), a branded apparel company. Other qualifications: Mr. Whalen holds a Bachelor of Arts degree with honors from Trinity College and a Master of Business Administration from the University of Chicago. Among other qualifications, he brings to the Board a background in developing and implementing operating strategies for global companies, identifying and integrating successful acquisitions and valuable senior leadership experience. | | David G. Whalen Independent Age: 68 Director since: 2015 Areas of expertise include: •Finance •Strategic planning •Marketing •Mergers and acquisitions •International operations | |

  17. 2025 Executive Compensation Highlights

    2025 Executive Compensation Highlights •At our 2025 annual meeting of stockholders, 96.0% of stockholders voted to approve our executive compensation program, reflecting strong support from our investors. •In February of 2025, the Compensation and Human Capital Management Committee (the Committee) made the following changes to our 2025 executive compensation design. We discuss each change more fully in the sections that follow. •Beginning with the 2025 equity awards, time-based restricted stock awards will fully vest after three years (cliff vesting), contingent on continued employment through the vesting date. In 2024, these awards vested 50% on the third anniversary of the grant date and 50% on the fifth anniversary of the grant date. We believe this change enhances our program’s effectiveness as an attraction and retention tool by better aligning with market practice while ensuring our continued commitment to driving sustainable growth and value for our stockholders. Although the new schedule shortens the vesting period, it remains more restrictive than those of most of our peers, who typically offer ratable vesting over a three-year period. •For the 2025 performance-based awards, the Committee established a three-year diluted earnings per share (EPS) CAGR target of 6%. This target was based on low single-digit growth in 2025 (aligned with the midpoint of our guidance range at the time) followed by mid single-digit growth in 2026 and double-digit growth in 2027, consistent with our long-term outlook. The threshold performance level of 3% assumes flat earnings in 2025 (the low end of our guidance range at the time) with low to mid single-digit growth in each of the subsequent two years. The maximum performance goal of 9% requires mid single-digit growth in 2025 (the upper end of our guidance range at the time), upper single-digit growth in 2026 and mid double-digit growth 2027, aligned with our long-term expectations.

  18. Overview of Fiscal 2025 Performance Results

    | | POOL TSR CAGR | Peer Group Median TSR(1) CAGR | S&P 500 Index CAGR(1) | | 1-year | (31.8)% | 5.0% | 17.9% | | 3-year | (7.6)% | 6.8% | 23.0% | | 5-year | (8.0)% | 10.0% | 14.6% | | 10-year | 12.1% | 15.8% | 14.7% |

  19. Overview of Fiscal 2025 NEO Pay Results

    Overview of Fiscal 2025 NEO Pay Results The performance results summarized above yielded the following 2025 pay results and expectations for the NEOs: •the annual cash incentive plan payouts for 2025 were below target – 81.1% of target for the CEO and 68.7% of target, on average, for the other NEOs; •performance-based restricted stock awards scheduled to vest in 2026 based on three-year average ROIC (2023-2025) were earned; •performance-based restricted stock awards scheduled to vest in 2026 based on three-year EPS CAGR for the performance period ended December 31, 2025 were not earned; and •we do not expect the EPS-performance-based restricted stock awards granted in 2024 with a baseline of $13.18 to vest at the end of the performance period ending December 31, 2026. A significant part of our executives’ pay is properly linked to stockholder value through our annual incentive cash performance plan and long-term performance-based equity awards. In early 2025, the Committee reviewed our existing programs and considered current market and competitive conditions at the time along with our overall compensation objectives and philosophy and concluded that the total compensation program for our executives was appropriately focused on enhancing company performance and increasing value for stockholders. As discussed above, we believe it is important to evaluate our 2025 performance not only in comparison with the previous year but with a longer view to include the full scope of the effects of the COVID-inspired industry surge and the ensuing industry stabilization and return to a more historical cadence.

  20. Summary of 2025 NEO Target Direct Compensation

    | | | Target Annual Bonus | | Target Long-Term | Target Total | | Executive | Base Salary | % Salary | $ Amount | Equity Awards | Compensation | | Mr. Arvan | $900,000 | 125% | $1,125,000 | $4,624,942 | $6,649,942 | | Mrs. Hart | 540,000 | 75% | 405,000 | 1,224,740 | 2,169,740 | | Ms. Neil | 490,000 | 75% | 367,500 | 776,156 | 1,633,656 | | Mr. St. Romain | 540,000 | 100% | 540,000 | 1,400,002 | 2,480,002 |

  21. Compensation Objectives and Philosophy

    Compensation Objectives and Philosophy The Committee and management have structured our compensation programs to foster a strong performance culture. Our primary objectives are to attract, motivate, reward and retain the talented executives essential to our success and to firmly link compensation to company performance and sustained increases in stockholder value. We ensure that a substantial portion of NEO compensation is at-risk based on performance, with a greater emphasis on long-term, rather than short-term, results. This approach rewards superior long-term returns for shareholders, supports executive development, and discourages unnecessary risk-taking. Our compensation philosophy applies to all employees, with the proportion of at-risk compensation increasing with greater responsibility. We value long-term performance and improvement in stockholder value while balancing short-and long-term compensation to support both annual and strategic business objectives. To achieve these goals, our program is designed to: •align total target compensation with the median total target compensation of our peer group; •link compensation to company performance in meeting financial and non-financial objectives; •reward both individual and group achievements; •closely align incentive compensation with stockholders’ interests; and •encourage executive equity ownership through long-term performance-based equity awards. Although we have not established specific target percentages for short-term or long-term compensation as a portion of total compensation, we carefully consider each element in relation to the overall compensation opportunity. Performance impacts both short-term and long-term compensation, with superior results leading to additional cash compensation through our annual bonus program, as well as the vesting of performance-based equity awards and increased value in time-based equity grants. Our objective is for the at-risk portions of compensation - both short-term and long-term - to represent a substantial and meaningful share of each executive’s total compensation, ensuring that sustained long-term growth provides the greatest compensation opportunities.

  22. Role of Compensation Consultant

    Role of Compensation Consultant The Committee periodically hires an independent consultant to review executive and director compensation. To keep our programs aligned with stockholder interests and market trends, the Committee engaged Meridian Compensation Partners (Meridian) in 2025 to assess our executive pay. The consultant reports directly to the Committee but may work with management as needed to collect compensation and performance data. Consultants may also seek feedback from management to clarify company processes or resolve data questions before finalizing their reports for the Committee.

  23. Benchmarking and Establishment of Peer Group

    Benchmarking and Establishment of Peer Group Our compensation programs are designed to be competitive with companies of comparable size and industry, reflecting the labor market in which we compete for executive talent. As noted above, we believe that total target compensation for our NEOs should be closely aligned with the median total target compensation of our peer group. We establish compensation targets for each executive position both in the aggregate and by component based on a program designed to help us achieve our strategic and financial objectives. The Committee reviews and compares our key compensation components – base salary, annual cash incentives, and long-term incentive awards – both individually and in total, against those offered to the most highly compensated executive officers at our peer group companies (sometimes referred to as the “market”). These comparisons use compensation data disclosed in the annual proxy statements of the peer group companies, providing the Committee with insight into executive pay and benefits within similar market environments. The Committee reviews management’s evaluation of potential peer companies, approves the annual peer group and also reviews the annual executive compensation analysis that is prepared by management and, in some years, by the compensation consultant. When developing our peer group, we consider the following criteria: •organizational structure (public companies); •type of business (primarily wholesale distribution); •company size (measured by revenue and market capitalization); and •group size (number of peer companies). Our evaluation focuses on public companies that represent a comparable subset of distributors across industries. Although we consider companies with some manufacturing or retail operations, we generally exclude companies where wholesale distribution is not the majority of the business. In 2024 , the Committee reviewed our peer group and removed Watsco, Inc. due to its atypical pay practices. As a result, our 2025 peer group consisted of the following 13 companies:

  24. Benchmarking and Establishment of Peer Group

    | ⋅Applied Industrial Technologies, Inc. | ⋅GMS Inc. | ⋅Resideo Technologies, Inc. | | ⋅Beacon Roofing Supply, Inc. | ⋅Henry Schein, Inc. | ⋅SiteOne Landscape Supply, Inc. | | ⋅Boise Cascade Company | ⋅LKQ Corporation | ⋅UFP Industries, Inc. | | ⋅Core & Main, Inc. | ⋅MSC Industrial Direct Co., Inc. | | | ⋅Fastenal Company | ⋅Patterson Companies, Inc. | |

  25. Benchmarking and Establishment of Peer Group

    The table below presents our revenue and market capitalization compared to the median of our 2025 peer group (based on data available in the fall of 2024 when the 2025 peer group was established).

  26. Benchmarking and Establishment of Peer Group

    | (in millions) | Revenue | Market Capitalization | | POOL(1) | $5,368 | $14,091 | | Peer group median(2) | 6,893 | 6,604 |

  27. Benchmarking and Establishment of Peer Group

    (1)POOL’s revenue reflects net sales for our most recent four quarters at the time of our analysis on October 14, 2024, and our market capitalization is as of October 14, 2024. (2)The peer group median revenue represents the median net sales for the most recent four quarters available as of October 14, 2024; the peer group median market capitalization is as of October 14, 2024. Data provided by FactSet. The Committee reviews each component of our NEOs’ compensation compared to the peer group 25th percentile, median, and 75th percentile for similarly situated executives and uses this analysis to determine if our total target compensation closely aligns with the peer group median target compensation. Since market medians and the ranges around them represent only initial reference points, the Committee also uses its subjective judgment to set compensation targets, incorporating other relevant information such as individual executive performance and skills, long-term potential, experience in the position, retention considerations and internal equity among executives. The Committee also reviews the total annual compensation that each executive could potentially receive and, for perspective, reviews the previous year’s total compensation for each executive. The Committee has considered the impact that paying below the median of our peers might have on attracting, retaining and motivating senior management. The Committee believes that the fundamental philosophy of emphasizing pay-for-performance is the right one for our Company and that our core compensation program can provide competitive or superior total compensation for senior management compared to our peer group given a reasonable economic environment. The Committee continues to believe that the design of our compensation program reflects an appropriate weighting of performance-based and at-risk compensation and provides our executives with the opportunity to receive total compensation comparable or superior to the peer group median over time if our performance meets or exceeds expectations in future years.

  28. Annual Cash Incentive

    Annual Cash Incentive

  29. (Grants of Plan-Based Awards, Columns 3-4)

    (Grants of Plan-Based Awards, Columns 3-4) We provide annual cash incentive awards (annual bonuses) to align executive actions with our short-term goals for growth, financial performance and other key business metrics. These bonuses give executives the opportunity to earn goal-based awards that reflect evolving internal and external business conditions and objectives. Each NEO’s target bonus is calculated as a percentage of base salary and is tied to achievement of specific performance targets. Each February, the Committee reviews the performance against the prior year’s targets, approves bonus payments (if any), and sets new goals for each NEO for the current year. Annual bonuses are typically paid in late February following the completion of the performance period. 2025 Plan Design In February 2025, the Committee set goals and targets for the 2025 annual bonus plans, established target bonus amounts for each NEO, and capped maximum bonus opportunities at 200% of each target. For 2025, NEO annual bonus targets were based on the following two categories: •financial measures: primarily operating income for all NEOs and operating cash flow for certain NEOs; and •individual business objectives: tailored to each NEO’s area of responsibility. These metrics are designed to be challenging and drive improved financial performance. For 2025, operating income serves as the primary financial performance metric, as shown in the table below. While the Committee has discretion to adjust operating income as specified by our compensation plans, no such adjustments were made in 2025. We believe operating income is a strong indicator of stockholder value because it: •strongly correlates with our stock price over time; •is objective and widely recognized as a performance indicator; •aligns our cash award plans with our goal of delivering superior returns to our stockholders; and •is not impacted by tax benefits related to share-based awards or changes to federal tax rates. The Committee has reviewed the use of operating income and determined it does not create unnecessary risk. For Mr. Arvan, Mrs. Hart and Mr. St. Romain, the 2025 annual bonus plan also includes operating cash flow as a financial metric, measured by adjusted net cash provided by operations, as explained in more detail below. The Committee assigns an annual incentive target, expressed as a percentage of base salary, to each executive officer. For fiscal year 2025, the Committee maintained the percentages at the same levels as the prior year as they continued to reflect competitive norms. The table below sets forth the annual cash incentive targets and the actual amounts earned for each of our NEOs under the 2025 annual bonus program.

  30. (Grants of Plan-Based Awards, Columns 3-4)

    | Executive | Target as a % of Base Salary(1) | Target $ | Achievement as a % of Target | Award Earned | | Mr. Arvan | 125% | $1,125,000 | 81.1% | $912,423 | | Mrs. Hart | 75% | 405,000 | 78.9% | 319,371 | | Ms. Neil | 75% | 367,500 | 70.3% | 258,252 | | Mr. St. Romain | 100% | 540,000 | 56.9% | 307,134 |

  31. (Grants of Plan-Based Awards, Columns 3-4)

    (1)The weight for each component of the annual incentive plan, expressed as a percentage of the target payout, is as follows:

  32. (Grants of Plan-Based Awards, Columns 3-4)

    | Executive | Consolidated Operating Income | Group Operating Income | Operating Cash Flows | Other Specific Business Objectives | | Mr. Arvan | 64.0% | N/A | 16.0% | 20.0% | | Mrs. Hart | 66.7% | N/A | 6.7% | 26.6% | | Ms. Neil | 66.7% | N/A | N/A | 33.3% | | Mr. St. Romain | N/A | 65.0% | 10.0% | 25.0% |

  33. (Grants of Plan-Based Awards, Columns 3-4)

    The table below sets forth the threshold, target, and maximum values for each financial performance metric along with the actual performance achieved as a percentage of the target. Payouts are determined on a straight-line, prorated basis for results that fall between these specified levels. Each NEO may earn between 0% and 200% of their target cash incentive opportunities. No payout is awarded if performance fails to meet the threshold level.

  34. (Grants of Plan-Based Awards, Columns 3-4)

    | Performance Metric | Threshold | Target | Maximum | Actual Results | Payout % of Target | | Consolidated Operating Income (1) | $540.0 | $636.0 | $699.0 | $580.2 | 56.4% | | Group Operating Income (1)(2) | $663.6 | $780.7 | $858.7 | $655.8 | —% | | Operating Cash Flow (3) | 90% | 100% | 110% | 106.9% | 168.8% |

  35. (Grants of Plan-Based Awards, Columns 3-4)

    (1)Amounts in millions (2)The group operating income metric applies only to Mr. St. Romain. (3)The operating cash flow metric applies only to Mr. Arvan, Mrs. Hart and Mr. St. Romain. We reported net cash provided by operations that was 90% of net income for the year ended December 31, 2025. To determine achievement of the operating cash flow target, the Committee authorized the use of adjusted net cash provided by operations. This adjustment excluded $68.5 million in federal tax payments deferred from 2024 to 2025, as allowed under IRS hurricane relief provisions. For purposes of the performance metric, adjusted net cash provided by operations for the year ended December 31, 2025, was 106.9% of net income. With respect to other specific business objectives, each is tailored to the NEO’s individual responsibilities and is designed to drive operational improvements and continued growth beyond prior performance. These objectives are intentionally set as stretch goals, recognizing that full achievement may not always be possible. Mr. Arvan evaluates the performance for all NEOs other than himself; the Board assesses Mr. Arvan’s achievement of his objectives. The table below describes the portion of each NEO’s target bonus assigned to other specific business objectives and the payout achieved for each officer.

  36. (Grants of Plan-Based Awards, Columns 3-4)

    | | Other Specific Business Objectives (1) | | | | Executive | Weight | Payout as a % of Target | Payout $ | | Mr. Arvan | 20.0% | 90% | $202,500 | | Mrs. Hart | 26.6% | 113% | 121,500 | | Ms. Neil | 33.3% | 98% | 120,050 | | Mr. St. Romain | 25.0% | 160% | 216,000 |

  37. (Grants of Plan-Based Awards, Columns 3-4)

    (1) The other specific business objectives for each of our NEOs were:

  38. (Grants of Plan-Based Awards, Columns 3-4)

    | Mr. Arvan | | | | •strategic initiatives | | | •cybersecurity | | | •team development and succession planning | | Mrs. Hart | | | | •corporate development | | | •profitability and capital allocation | | | •team development and succession planning | | Ms. Neil | | | | •business development and organizational support | | | •corporate governance | | | •litigation management | | | •compliance and people initiatives | | Mr. St. Romain | | | | •strategic initiatives | | | •team development and succession planning |

  39. Long-Term Equity Award

    Long-Term Equity Award

  40. (Grants of Plan-Based Awards, Column 6)

    (Grants of Plan-Based Awards, Column 6)

  41. (Outstanding Equity Awards at Fiscal Year-End)

    (Outstanding Equity Awards at Fiscal Year-End) Equity grants are a key element of our total compensation package that closely align the interests of our NEOs with those of our stockholders, create retention incentives, and reward longer-term performance. In 2025, the Committee approved an award mix for our NEOs consisting of 50% time-based restricted stock awards and 50% performance-based restricted stock awards. This mix underscores our commitment to an executive compensation program designed to drive high performance and generate stockholder value while mitigating risks. The Committee determines individual equity awards based on relevant market data and each employee’s responsibilities and performance. Restricted stock awards convey all stockholder rights, including voting, but cannot be sold or transferred until fully vested. While the time-based restricted shares receive dividends, dividends for performance-based restricted stock accrue and are paid only upon, and to the extent of, vesting. To the extent granted, stock options align executive performance with stockholder interests, as their value increases only with stock price improvement after the grant date, giving executives a direct stake in the company’s performance. In 2025, the Committee allowed each of the NEOs to elect to receive his or her time-based equity award in the form of time-based restricted stock awards, stock options, or a combination of the two. As noted above, the Committee believes that both stock options and restricted stock awards are closely aligned with the interests of stockholders and by offering our NEOs this choice, it serves our objectives of retention and motivation. In 2025, each of our NEOs elected to receive 100% of their time-based equity awards in the form of restricted stock.

  42. Time-based Restricted Stock Awards

    Time-based Restricted Stock Awards Beginning with the 2025 equity awards, time-based restricted stock awards cliff vest after three years, contingent on continued employment through the vesting date. In 2024, the time-based restricted stock awards vested 50% on the third anniversary of the grant date and 50% on the fifth anniversary of the grant date. This change enhances our program’s effectiveness as an attraction and retention tool by better aligning with market practice while ensuring our continued commitment to driving sustainable growth and value for our stockholders. However, while this vesting schedule moves us closer to market practice, it remains more restrictive than the majority of our peers, who typically offer three-year ratable vesting schedules.

  43. Performance-based Restricted Stock Awards

    Performance-based Restricted Stock Awards Awards granted in 2025 The performance-based restricted stock awards are based on diluted EPS CAGR over a three-year performance period. As noted in the table below, the actual number of shares that vest at the end of the performance period range from 0% to 200% of the award’s target value. In establishing the performance targets for the 2025 grant, the Committee reviewed Company-specific and industry outlooks, historical and projected growth rates for the Company and external expectations and guidance. The Committee evaluated market and industry conditions, including relatively high interest rates, persistent but moderating inflation, and constrained housing trends pressured by affordability challenges. For the 2025 performance-based awards, the Committee established a target three-year EPS CAGR of 6%. This target is based on low single-digit growth in 2025 (aligned with the midpoint of our guidance range at the time) followed by mid single-digit growth in 2026 and double-digit growth in 2027, consistent with our long-term outlook. The threshold performance level of 3% assumes flat earnings in 2025 (the low end of our guidance range at the time) with low to mid single-digit growth in each of the subsequent two years. The maximum performance goal of 9% requires mid single-digit growth in 2025 (the upper end of our guidance range at the time), upper single-digit growth in 2026 and mid double-digit growth 2027, aligned with our long-term expectations.

  44. Performance-based Restricted Stock Awards

    | Three-Year Adjusted Diluted EPS CAGR | Award Achieved | Award Earned as a Percentage of Target(1) | | 3% | Threshold | 50% | | 6% | Target | 100% | | 9% | Maximum | 200% |

  45. Performance-based Restricted Stock Awards

    (1) Achievement between the specified targets is calculated on the basis of straight-line interpolation. The table below sets forth the time-based and performance-based restricted stock awards granted to our NEOs in 2025:

  46. Performance-based Restricted Stock Awards

    | Executive | Time-based ($/#) | Performance-based (Target $/#) | | Mr. Arvan | $2,312,471 6,650 | $2,312,471 6,650 | | Mrs. Hart | $612,370 1,761 | $612,370 1,761 | | Ms. Neil | $388,078 1,116 | $388,078 1,116 | | Mr. St. Romain | $700,001 2,013 | $700,001 2,013 |

  47. Performance-based Restricted Stock Awards

    Based on the total grant date fair value of equity-based awards granted in 2025, the awards granted to Mr. Arvan as CEO were approximately four times the average total fair value of the awards granted to our other NEOs. This reflects his substantially greater responsibilities and the structure of his compensation mix. Mr. Arvan’s duties encompass all aspects of our management and operations and are broader and more significant in scope than those of our other NEOs. Results for awards with performance periods ending in 2025 2023 PS-1 Awards The PS-1 awards granted in 2023 were based on average return on invested capital (ROIC) for the three-year performance period ended December 31, 2025. These shares vest 50% on the third anniversary of the grant date and 50% on the fifth anniversary, subject to meeting a three-year average ROIC threshold of 10%. We achieved a three-year average ROIC of 21.3%, satisfying the performance condition. Accordingly, 50% of the shares vested in February 2026 and the remaining 50% will vest as scheduled in February 2028. 2023 PS-2 Awards The PS-2 awards granted in 2023 were based on diluted EPS CAGR over a three-year performance period ended December 31, 2025. The table below presents the threshold, target, and maximum performance metrics applicable to these awards. Actual results did not meet the threshold; consequently, no awards were earned.

  48. Performance-based Restricted Stock Awards

    | Performance Metric | Threshold | Target | Maximum | Actual Results | Payout % of Target | | Three-year EPS CAGR | 5% | 10% | 20% | <5% | —% |

  49. Equity Grant Practices

    Equity Grant Practices The Committee approves equity grants for executive officers and other employees at the Board’s annual February meeting. In 2025, these grants were approved approximately one week after the announcement of our 2024 earnings. Equity awards for non-employee directors are generally granted following approval at the meetings of the Committee and Board of Directors in the second quarter of each year. Additionally, the Committee may, from time to time, grant one-time equity-based awards to key employees. The Committee does not consider material non-public information when determining the timing and terms of equity-based awards. Similarly, the Company does not time the disclosure of material non-public information to influence the value of executive compensation.

  50. (Summary Compensation Table, Column 6)

    (Summary Compensation Table, Column 6)

  51. (Nonqualified Deferred Compensation)

    (Nonqualified Deferred Compensation) The Pool Corporation 401(k) Plan (the 401(k) Plan) is generally available to both management and non-management employees. Eligible employees may defer eligible compensation up to the Internal Revenue Code limit - $23,500 in 2025, or $31,000 for participants who turn 50 during the plan year. We match 100% of the first 3% of eligible compensation deferred and 50% of deferrals between 3% and 5%. The PoolCorp Nonqualified Deferred Compensation Plan (the Deferred Compensation Plan) allows employees in key management roles (including all NEOs) to defer eligible cash compensation. Participants receive matching contributions on the same percentage of eligible compensation as offered under the 401(k) Plan. Our total matching contributions for each participant across both plans cannot exceed 4% of a participant’s eligible cash compensation annually. This plan helps align total retirement benefits for higher-earning employees with those available to other employees as a percentage of pay. We do not provide defined benefit pension arrangements or any other compensation arrangements to our NEOs beyond those discussed in this proxy statement or available to all Company employees.

  52. (Summary Compensation Table, Column 6)

    (Summary Compensation Table, Column 6) We believe perquisites should be limited. In line with this philosophy, our executives receive few benefits that are not generally available to all employees. We provide certain employees, including the NEOs, with a company vehicle, including maintenance, insurance and fuel. These employees may use their vehicles for both personal and business reasons. Officers may choose to purchase their company vehicle at book value at the end of its designated service life. Additionally, we waive monthly medical and dental premiums for each of the NEOs, and we offer annual physicals, including comprehensive diagnostic tests, to our CEO and other officers. These tests reduce risk by identifying possible health matters for key employees, helping us to ensure that members of our executive management team are in good health and available to work. The Company does not reimburse NEOs for club or like memberships. Excluding benefits available to all full-time employees, NEO benefits and other compensation represent approximately 2.0% of the NEO total compensation in the aggregate. We occasionally use a non-commercial flight service for business travel by our CEO and other senior executives to improve travel efficiency, increase productive working hours and provide a flexible, secure travel option. Given our large footprint, including many locations not easily accessible by commercial aircraft, charter flights may be used when appropriate. Our policy allows the CEO to be accompanied by an immediate family member on a flight already scheduled for business purposes, including to company events where spouses or other guests are invited, if there is no incremental cost to the Company.

  53. Other Compensation Matters

    Other Compensation Matters Under Mr. Arvan’s employment agreement, if the Company terminates his employment other than for cause, he will receive his base salary for a period of 52 weeks. The agreement also provides that Mr. Arvan may not compete with the Company for one year following the termination of his employment. Our other NEOs have also signed employment agreements, which entitle them to receive their respective base salaries for a period of 26 weeks if terminated for reasons other than cause, and which prevent them from competing with the Company for one year following such termination. The employment agreements also provide potential benefits in connection with a termination without cause or with good reason within two years following a change in control. In connection with such a termination, Mr. Arvan will receive his base salary for a period of 104 weeks, and each of the other NEOs will receive his or her base salary for a period of 78 weeks. Each executive will also be eligible for certain welfare benefits for a period of 18 months, and each will receive their target bonus for the year of termination. The Committee believes these provisions are necessary to recruit highly talented executives and are conservative. The Committee further recognizes that these post-employment payment levels are generally below the practice among comparable companies. Our NEOs are not entitled to any other change of control or “parachute” payments or benefits other than accelerated vesting of their outstanding equity awards in the case of a qualifying termination within two years of a change of control as further described in the “Potential Payments Upon Termination of Employment or Change of Control” section of our Executive Compensation discussion.

  54. FISCAL 2025 SUMMARY COMPENSATION TABLE

    FISCAL 2025 SUMMARY COMPENSATION TABLE

  55. FISCAL 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Peter D. Arvan | 2025 | $900,000 | — | $4,624,942 | $912,423 | $76,637 | $6,514,002 | | President and | 2024 | 875,000 | — | 3,500,074 | 765,625 | 138,714 | 5,279,413 | | Chief Executive Officer | 2023 | 800,000 | — | 3,500,355 | 1,728,760 | 74,373 | 6,103,488 | | Melanie M. Hart | 2025 | 540,000 | — | 1,224,740 | 319,371 | 75,447 | 2,159,558 | | Senior Vice President and | 2024 | 525,000 | — | 800,332 | 262,500 | 70,642 | 1,658,474 | | Chief Financial Officer | 2023 | 450,000 | — | 1,000,817 | 949,928 | 99,643 | 2,500,388 | | Jennifer M. Neil | 2025 | 490,000 | — | 776,156 | 258,252 | 69,000 | 1,593,408 | | Senior Vice President, Secretary | 2024 | 475,000 | — | 600,642 | 213,750 | 84,446 | 1,373,838 | | and Chief Legal Officer | 2023 | 325,000 | — | 525,804 | 686,059 | 76,377 | 1,613,240 | | Kenneth G. St. Romain | 2025 | 540,000 | — | 1,400,001 | 307,134 | 83,109 | 2,330,244 | | Senior Vice President | 2024 | 525,000 | — | 1,000,020 | 328,125 | 109,082 | 1,962,227 | | | 2023 | 450,000 | 50,000 | 1,201,123 | 873,428 | 108,954 | 2,683,505 |

  56. FISCAL 2025 SUMMARY COMPENSATION TABLE

    (1)The amounts in this column do not reflect compensation actually received by the NEOs or value that will ultimately be recognized by the NEOs. Instead, these amounts reflect the total fair value for grants of time-based and performance-based restricted stock awards as of the grant date, which is based on the closing price of our Common Stock on the date of grant in accordance with Accounting Standards Codification (ASC) Topic 718. The values shown above assume the EPS performance-based restricted stock awards vest at the target level. The grant date value of the 2025 performance-based restricted stock awards assuming maximum payout and based on the closing price on the day of the grant is as follows: Mr. Arvan – $4,624,942; Mrs. Hart – $1,224,740; Ms. Neil – $776,156; and Mr. St. Romain – $1,400,001. For more information on the stock grants awarded to our NEOs in 2025, please see the Fiscal 2025 Grants of Plan-Based Awards table below. (2)Represents payouts under our annual cash performance award program and, for 2023, payouts under our former Strategic Plan Incentive Program (SPIP), which was phased out in 2023 in favor of an equity-based performance award. (3)For details of All Other Compensation, please see the table below.

  57. FISCAL 2025 SUMMARY COMPENSATION TABLE

    | Name | Year | Company Matching Contributions to Defined Contribution Plans | Vehicle (1) | Other (2) | | Mr. Arvan | 2025 | $40,944 | $18,291 | $17,402 | | | 2024 | 104,035 | 17,492 | 17,187 | | | 2023 | 41,385 | 17,326 | 15,662 | | Mrs. Hart | 2025 | 27,292 | 23,951 | 24,204 | | | 2024 | 31,915 | 21,256 | 17,471 | | | 2023 | 29,123 | 18,819 | 51,701 | | Ms. Neil | 2025 | 28,122 | 24,309 | 16,569 | | | 2024 | 46,212 | 19,811 | 18,423 | | | 2023 | 53,788 | 8,355 | 14,234 | | Mr. St. Romain | 2025 | 34,697 | 23,869 | 24,543 | | | 2024 | 57,822 | 27,098 | 24,162 | | | 2023 | 65,401 | 22,930 | 20,623 |

  58. FISCAL 2025 SUMMARY COMPENSATION TABLE

    (1)Reflects amounts related to vehicle depreciation, maintenance and insurance expenses for vehicles provided to the NEOs, which may be used for both business and personal purposes. (2)Includes medical, dental, and disability insurance premiums, costs associated with our executive health program and the related tax gross-up amounts.

  59. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE The following is our estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. As allowed under the SEC rules, we decided to keep the same median employee for the third of three years allowed. We identified our median employee by examining the 2023 total cash compensation for all employees, excluding the CEO, who were employed by us on December 31, 2023. As permitted, we excluded certain non-U.S. employees representing less than 5% of our total employee population of approximately 6,000 at the time. Specifically, we excluded from our employee population all individuals employed in Australia (85), the United Kingdom (31), Mexico (50) and Croatia (14), totaling 180 employees, or 3% of our employee population. After identifying the median employee based on total cash compensation, we calculated the annual total compensation for this employee using the same methodology we use for our NEOs as set forth in the 2025 Summary Compensation Table above. See the table below for the results of our analysis.

  60. PAY RATIO DISCLOSURE

    | Median employee annual total compensation | $58,767 | | Mr. Arvan annual total compensation | 6,514,002 | | Ratio of CEO to median employee compensation | 111:1 |

  61. PAY RATIO DISCLOSURE

    The SEC rules permit companies to choose between different methodologies for median pay calculations. Other public companies may calculate their pay ratio differently than we do, and you should not assume that our pay ratio data is comparable to that of other companies. The Grants of Plan-Based Awards table below sets forth information about the cash plan awards and equity plan awards to our NEOs in 2025.

  62. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

  63. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares in Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. Arvan | 02/26/2025(1) | N/A | N/A | N/A | N/A | N/A | N/A | 6,650 | 2,312,471 | | | 02/26/2025(2) | N/A | N/A | N/A | 3,325 | 6,650 | 13,300 | N/A | 2,312,471 | | | 02/26/2025(3) | N/A | 1,125,000 | 2,250,000 | N/A | N/A | N/A | N/A | N/A | | Mrs. Hart | 02/26/2025(1) | N/A | N/A | N/A | N/A | N/A | N/A | 1,761 | 612,370 | | | 02/26/2025(2) | N/A | N/A | N/A | 881 | 1,761 | 3,522 | N/A | 612,370 | | | 02/26/2025(3) | N/A | 405,000 | 810,000 | N/A | N/A | N/A | N/A | N/A | | Ms. Neil | 02/26/2025(1) | N/A | N/A | N/A | N/A | N/A | N/A | 1,116 | 388,078 | | | 02/26/2025(2) | N/A | N/A | N/A | 558 | 1,116 | 2,232 | N/A | 388,078 | | | 02/26/2025(3) | N/A | 367,500 | 735,000 | N/A | N/A | N/A | N/A | N/A | | Mr. St. Romain | 02/26/2025(1) | N/A | N/A | N/A | N/A | N/A | N/A | 2,013 | 700,001 | | | 02/26/2025(2) | N/A | N/A | N/A | 1,007 | 2,013 | 4,026 | N/A | 700,001 | | | 02/26/2025(3) | N/A | 540,000 | 1,080,000 | N/A | N/A | N/A | N/A | N/A |

  64. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS

    (1)Reflects time-based restricted stock awards granted under our 2007 LTIP. These awards cliff vest three years after the grant date, subject to continuous employment. (2)Reflects performance-based restricted stock awards granted under our 2007 LTIP. These awards cliff vest three years after the grant date, subject to the achievement of applicable performance criteria. See Compensation Discussion and Analysis “Long-Term Equity Award” for a discussion of the criteria. (3)Reflects grants under our annual cash bonus program. See Compensation Discussion and Analysis, “Annual Incentive Plan.” The target and maximum amounts included in this table reflect the potential payments based on 2025 performance; the actual annual performance award payment amounts for 2025 are included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. The target payouts in this table reflect 125% of the 2025 base salary amount for Mr. Arvan, 100% of the 2025 base salary amount for Mr. St. Romain and 75% of the 2025 base salary amounts for the other NEOs. The maximum potential payouts are 200% of target for each of the NEOs.

  65. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  66. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Mr. Arvan | 02/24/21 | N/A | N/A | N/A | N/A | 8,800(1) | 2,013,000(9) | N/A | N/A | | | 02/23/22 | N/A | N/A | N/A | N/A | 7,222(2) | 1,652,033(9) | N/A | N/A | | | 02/22/23 | N/A | N/A | N/A | N/A | N/A | N/A | 8,388(3) | 1,918,755(9) | | | 02/22/23 | N/A | N/A | N/A | N/A | N/A | N/A | 699(4) | 159,896(9) | | | 02/28/24 | N/A | N/A | N/A | N/A | 4,452(5) | 1,018,395(9) | 2,226(6) | 509,198(9) | | | 02/26/25 | N/A | N/A | N/A | N/A | 6,650(7) | 1,521,188(9) | 3,325(8) | 760,594(9) | | Mrs. Hart | 02/25/16 | 2,750 | — | 80.78 | 02/25/26 | N/A | N/A | N/A | N/A | | | 03/01/17 | 2,750 | — | 117.04 | 03/01/27 | N/A | N/A | N/A | N/A | | | 02/28/18 | 2,500 | — | 138.03 | 02/28/28 | N/A | N/A | N/A | N/A | | | 02/24/21 | N/A | N/A | N/A | N/A | 786(1) | 179,798(9) | N/A | N/A | | | 02/23/22 | N/A | N/A | N/A | N/A | 722(2) | 165,158(9) | N/A | N/A | | | 02/22/23 | N/A | N/A | N/A | N/A | N/A | N/A | 2,098(3) | 479,918(9) | | | 02/22/23 | N/A | N/A | N/A | N/A | N/A | N/A | 350(4) | 80,063(9) | | | 02/28/24 | N/A | N/A | N/A | N/A | 1,018(5) | 232,868(9) | 509(6) | 116,434(9) | | | 02/26/25 | N/A | N/A | N/A | N/A | 1,761(7) | 402,829(9) | 881(8) | 201,529(9) | | Ms. Neil | 02/24/21 | N/A | N/A | N/A | N/A | 707(1) | 161,726(9) | N/A | N/A | | | 02/23/22 | N/A | N/A | N/A | N/A | 602(2) | 137,708(9) | N/A | N/A | | | 02/22/23 | N/A | N/A | N/A | N/A | N/A | N/A | 1,322(3) | 302,408(9) | | | 02/22/23 | N/A | N/A | N/A | N/A | N/A | N/A | 74(4) | 16,928(9) | | | 02/28/24 | N/A | N/A | N/A | N/A | 764(5) | 174,765(9) | 382(6) | 87,383(9) | | | 02/26/25 | N/A | N/A | N/A | N/A | 1,116(7) | 255,285(9) | 558(8) | 127,643(9) | | Mr. St. Romain | 02/24/21 | N/A | N/A | N/A | N/A | 1,336(1) | 305,610(9) | N/A | N/A | | | 02/23/22 | N/A | N/A | N/A | N/A | 1,083(2) | 247,736(9) | N/A | N/A | | | 02/22/23 | N/A | N/A | N/A | N/A | N/A | N/A | 2,518(3) | 575,993(9) | | | 02/22/23 | N/A | N/A | N/A | N/A | N/A | N/A | 420(4) | 96,075(9) | | | 02/28/24 | N/A | N/A | N/A | N/A | 1,272(5) | 290,970(9) | 636(6) | 145,485(9) | | | 02/26/25 | N/A | N/A | N/A | N/A | 2,013(7) | 460,474(9) | 1,007(8) | 230,351(9) |

  67. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)These shares vested on February 24, 2026. (2)These shares will vest on February 23, 2027. (3)These shares vested 50% on February 22, 2026 and 50% will vest on February 22, 2028. (4)These performance-based awards were scheduled to vest on February 22, 2026. The threshold performance metric was not achieved at the end of the three-year performance period ended December 31, 2025; accordingly, the performance-based awards did not vest, and the Company cancelled these awards. (5)These shares will vest 50% on February 28, 2027 and 50% on February 28, 2029. (6)These shares will vest on February 28, 2027 to the extent the performance-based vesting criteria is met and will range from 0% to 200% of target. Shares presented above are based on achieving the threshold level of performance. At this time, we do not expect these awards to vest. (7)These shares will vest on February 26, 2028. (8)These shares will vest on February 26, 2028 to the extent the performance-based vesting criteria is met and will range from 0% to 200% of target. Shares presented above are based on achieving the threshold level of performance. (9)Based on the market value of $228.75 per share of our Common Stock on December 31, 2025. The table below summarizes the number of shares acquired and the dollar amounts realized by NEOs from the exercise of stock options and the vesting of restricted stock in 2025.

  68. OPTION EXERCISES AND STOCK AWARDS VESTED

    OPTION EXERCISES AND STOCK AWARDS VESTED

  69. OPTION EXERCISES AND STOCK AWARDS VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired Upon Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired Upon Vesting (#) | Value Realized Upon Vesting ($) | | Peter Arvan | — | $— | 11,280 | $3,922,507 | | Melanie Hart | 1,250 | 343,835 | 1,520 | 525,865 | | Jennifer Neil | — | — | 1,687 | 584,386 | | Kenneth St. Romain | — | — | 3,236 | 1,121,236 |

  70. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION Under our Deferred Compensation Plan, eligible employees, including our NEOs, may elect to defer all or a portion of their base salary and annual non-equity incentive compensation. Participants may allocate their deferrals among a selection of designated investment funds. Participants may change their fund selections at any time, subject to certain limitations. The table below lists the available investment funds and their respective annual return rates for the calendar year ended December 31, 2025 as reported by T. Rowe Price. Earnings on deferred amounts are determined by the performance of the selected investment funds.

  71. NONQUALIFIED DEFERRED COMPENSATION

    | Name of Fund | Rate of Return | Name of Fund | Rate of Return | | Artisan International Fund | 8.92% | TRP Retirement 2015 Fund | 6.57% | | Goldman Sachs Small Cap Value Fund | 8.84% | TRP Retirement 2020 Fund | 8.13% | | Delaware Value Fund | 7.67% | TRP Retirement 2025 Fund | 7.38% | | TRP Growth Stock Fund | 11.27% | TRP Retirement 2030 Fund | 9.08% | | TRP Mid-Cap Growth Fund | 12.56% | TRP Retirement 2035 Fund | 8.20% | | TRP Government Money Fund | 4.42% | TRP Retirement 2040 Fund | 9.76% | | Vanguard 500 Index Fund | 8.66% | TRP Retirement 2045 Fund | 8.85% | | TRP Small Cap Stock Fund | 12.61% | TRP Retirement 2050 Fund | 8.27% | | JP Morgan Mid-Cap Value | 11.34% | TRP Retirement 2055 Fund | 8.26% | | Dodge & Cox Income Fund | 5.96% | TRP Retirement 2060 Fund | 9.43% | | TRP Retirement 2005 Fund | 5.82% | TRP Retirement 2065 Fund | 11.18% | | TRP Retirement 2010 Fund | 7.13% | TRP Retirement 2070 Fund | 12.81% | | | | TRP Value Fund | 10.86% |

  72. NONQUALIFIED DEFERRED COMPENSATION

    Under the Deferred Compensation Plan, NEOs receive benefits according to their individual elections. However, distributions do not occur until at least one year after the end of the plan year in which the compensation was deferred or six months after employment ends, whichever is later. If an NEO demonstrates financial hardship, the plan allows earlier access to deferred funds, provided certain other requirements are met. In the event of a change of control, all vested, accrued benefits become payable in full immediately. Payments may also accelerate if the participant becomes disabled, to satisfy a qualified domestic relations order, if the amount is less than $10,000 or to pay employment taxes. Participants can choose to receive benefits as a lump sum or in installments. The following table summarizes the contributions and earnings for our NEOs in 2025 under our Deferred Compensation Plan.

  73. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY | Company Contributions in Last FY (1) | Aggregate Gains in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE | | Peter Arvan | $89,885 | $29,223 | $430,335 | $— | $3,601,863(2) | | Melanie Hart | 26,966 | 13,292 | 23,404 | — | 188,062(3) | | Jennifer Neil | 33,015 | 16,649 | 163,775 | (263,579) | 1,084,662(4) | | Kenneth St. Romain | 69,395 | 20,697 | 111,876 | — | 2,299,586(5) |

  74. NONQUALIFIED DEFERRED COMPENSATION

    (1)These amounts are included in the Summary Compensation Table within All Other Compensation. (2)Includes Company contributions of $90,235 in 2024 and $28,185 in 2023 disclosed in the Summary Compensation Table (All Other Compensation). (3)Includes Company contributions of $18,115 in 2024 and $15,923 in 2023 disclosed in the Summary Compensation Table (All Other Compensation). (4)Includes Company contributions of $32,412 in 2024 and $40,588 in 2023 disclosed in the Summary Compensation Table (All Other Compensation). (5)Includes Company contributions of $44,022 in 2024 and $52,201 in 2023 disclosed in the Summary Compensation Table (All Other Compensation).

  75. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

  76. Effect on Outstanding Equity Awards of Termination of Employment or Change of Control

    Effect on Outstanding Equity Awards of Termination of Employment or Change of Control Our equity awards are subject to “double trigger” accelerated vesting upon a change of control, which is explained in more detail below. Stock options granted to NEOs, subject to certain limitations, will: •immediately vest and become fully exercisable upon an executive’s death or disability; •immediately vest and become fully exercisable if the executive experiences a qualifying termination within two years after a change of control; a qualifying termination includes a termination by the Company without cause or a termination by the executive for good reason (which is defined as a diminution of the executive’s compensation or responsibilities, or a relocation of more than 50 miles); •remain exercisable and continue to vest in accordance with the original vesting schedule upon retirement (which is defined under the terms of the agreement and includes continuous service to us for a period of at least ten years), provided the recipient complies with certain restrictive covenants; •be forfeited, whether or not then exercisable, upon termination for cause; and •remain exercisable for the shorter of 90 days or the remaining term upon a termination without cause, unless the Compensation and Human Capital Management Committee, in its discretion, allows the options to continue to vest in accordance with their original schedule and maintain their original termination date. Shares of restricted stock, including performance-based restricted stock, granted to NEOs, subject to certain limitations, will: •fully vest upon an executive’s death or disability; •fully vest, with any applicable performance conditions waived, if the executive experiences a qualifying termination (as described above) within two years after a change of control; •continue to vest in accordance with the original vesting schedule upon retirement, provided the recipient complies with certain restrictive covenants; and •be forfeited upon any other termination of employment, whether voluntary or involuntary, unless the Compensation and Human Capital Management Committee, in its discretion, provides otherwise. In the case of performance-based restricted stock referenced above, full vesting refers to the target award level. Under the agreements, “cause” is generally defined as the recipient’s (i) conviction of a felony or any crime or offense lesser than a felony involving the property of the Company; (ii) conduct that has caused demonstrable and serious injury to the Company, monetary or otherwise; (iii) willful refusal to perform or substantial disregard of duties properly assigned; or (iv) breach of duty of loyalty to the Company or other act of fraud or dishonesty with respect to the Company. Assuming the executive’s termination of employment due to death or disability or a change of control and a qualifying termination occurred on December 31, 2025, the following table sets forth the value of all unvested shares of restricted stock held by the NEOs at December 31, 2025 that would immediately vest upon such event.

  77. Effect on Outstanding Equity Awards of Termination of Employment or Change of Control

    | | Number of Shares Unvested Awards | | Value as of December 31, 2025 of Unvested Awards | | | | Name | Option Awards | Stock Awards | Option Awards | Stock Awards (1) | Total Awards | | Peter Arvan | — | 48,012 | $— | $10,982,745 | $10,982,745 | | Melanie Hart | — | 9,864 | — | 2,256,390 | 2,256,390 | | Jennifer Neil | — | 6,539 | — | 1,495,796 | 1,495,796 | | Kenneth St. Romain | — | 12,347 | — | 2,824,376 | 2,824,376 |

  78. Effect on Outstanding Equity Awards of Termination of Employment or Change of Control

    (1)We calculated by multiplying the number of shares of unvested restricted stock by the closing price of our Common Stock as of December 31, 2025.

  79. Severance Payments upon Termination without Cause

    Severance Payments upon Termination without Cause Upon termination other than for cause, Mr. Arvan is entitled to receive his base salary for a period of 52 weeks after termination, and the remaining NEOs are entitled to receive their respective base salaries for 26 weeks. In addition, each NEO would be entitled to reimbursement of health insurance premiums for twelve months (representing an aggregate value of approximately $9,000 for each NEO as of December 31, 2025). Receipt of these severance benefits is conditioned upon the executive’s execution and non-revocation of a general release of claims and continued compliance with any applicable post-termination obligations. On October 27, 2025, the Committee approved amended and restated employment agreements (the Amended Agreements) with the NEOs. Under the Amended Agreements, if an NEO’s employment is terminated without cause or for good reason (as defined in the Amended Agreements) within two years following a change of control, Mr. Arvan will receive his base salary for a period of 104 weeks and each other NEO will receive their respective base salaries for 78 weeks. In addition, each NEO would be entitled to reimbursement of health insurance premiums for eighteen months (representing an aggregate value of approximately $13,500 for each NEO as of December 31, 2025) and receive a target bonus for the year of termination. These benefits are subject to the executive’s compliance with the restrictive covenants in the Amended Agreements. The table below presents the cash severance that would be payable upon termination without cause to each NEO serving as of December 31, 2025.

  80. Severance Payments upon Termination without Cause

    | Name | Cash Severance Payment upon Termination Without Cause | Cash Severance Payment upon Qualifying Termination Following a Change in Control | | Peter Arvan | $900,000 | $2,925,000 | | Melanie Hart | 270,000 | 1,215,000 | | Jennifer Neil | 245,000 | 1,102,500 | | Kenneth St. Romain | 270,000 | 1,350,000 |

  81. Severance Payments upon Termination without Cause

    The NEOs are not entitled to any additional compensation, perquisites or other personal benefits upon a change of control, retirement or termination, except for future payments under our 401(k) Plan and Deferred Compensation Plan.

  82. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the tables below present information on the relationship between executive compensation and our financial performance for each of the last five completed fiscal years. In determining “compensation actually paid” to our NEOs, we made various adjustments to the amounts reported in the Summary Compensation Table, as the SEC’s methodology for this disclosure differs from that used in the Summary Compensation Table. It is important to note that “compensation actually paid” does not represent the actual value realized by our NEOs during the year, nor does it reflect the approach the Compensation and Human Capital Management Committee uses in evaluating compensation decisions based on Company or individual performance. Instead, “compensation actually paid” is a figure calculated in accordance with SEC rules, which includes, among other things, year-over-year changes in the value of unvested equity awards. The table below summarizes the values both as previously reported in our Summary Compensation Table and as required to be disclosed in this section for fiscal years 2021 through 2025. For our NEOs other than our principal executive officer (PEO), the compensation is shown as an average.

  83. Pay versus Performance Table

    Pay versus Performance Table

  84. Pay versus Performance Table

    | | | | | | Value of Initial $100 investment based on: | | | | | Year | Summary Compensation Table (SCT) Total for PEO | Compensation Actually Paid (CAP) to PEO(1) | Average SCT Total for Non-PEO NEOs(2) | Average CAP to Non-PEO NEOs | POOL Total Stockholder Return (TSR) | S&P 500 Index TSR | Net Income (GAAP) Reported | Adjusted Diluted Earnings per Share(3) | | 2025 | $6,514,002 | $1,085,577 | $2,027,737 | $951,564 | $65.10 | $196.16 | $406,404 | $10.73 | | 2024 | 5,279,413 | 1,135,943 | 1,494,243 | 811,938 | 95.46 | 166.40 | 434,325 | 11.07 | | 2023 | 6,103,488 | 10,431,650 | 1,911,059 | 2,422,827 | 110.22 | 133.10 | 523,229 | 13.18 | | 2022 | 5,846,697 | (6,818,389) | 1,818,217 | (895,365) | 82.56 | 105.40 | 748,462 | 18.43 | | 2021 | 5,575,384 | 17,266,855 | 1,982,103 | 4,150,694 | 152.98 | 128.71 | 650,624 | 15.18 |

  85. Pay versus Performance Table

    (1) For each fiscal year included in the table, Peter D. Arvan served as our PEO. The following table details the amounts we deducted from or added to Mr. Arvan’s total compensation, as reflected in the Summary Compensation Table, to arrive at compensation actually paid referenced in this table.

  86. Pay versus Performance Table

    | Year | (SCT) Total for PEO | Less: Reported Value of Equity Awards | Fair Value (FV) at 12/31 of Unvested Equity Awards Granted During the Year(4) | Year-Over-Year Change in FV of Equity Awards Granted in Prior Years that Vested in Year(4) | Year-Over-Year Change in FV of Unvested Equity Awards Granted in Prior Years(4) | CAP to PEO | | | 2025 | $6,514,002 | $(4,624,942) | $2,357,841 | $76,704 | $(3,238,028) | 1,085,577 | $1,085,577 | | 2024 | 5,279,413 | (3,500,074) | 1,517,865 | (99,450) | (2,061,811) | 1,135,943 | | | 2023 | 6,103,488 | (3,500,354) | 3,344,379 | 599,830 | 3,884,307 | 10,431,650 | | | 2022 | 5,846,697 | (3,000,163) | 2,183,427 | (225,776) | (11,622,574) | (6,818,389) | | | 2021 | 5,575,384 | (2,889,832) | 4,980,800 | — | 9,600,503 | 17,266,855 | |

  87. Pay versus Performance Table

    (2) The following table details the average amounts we deducted from or added to the average total compensation of the non-PEO NEOs, as reflected in the Summary Compensation Table, to arrive at the average compensation actually paid, as referenced in this table. The non-PEO NEOs for each year reported are as follows: •2025: Melanie Hart, Jennifer Neil, and Kenneth St. Romain •2024: Melanie Hart, Jennifer Neil, Kenneth St. Romain and Kristopher Neff •2023: Melanie Hart, Jennifer Neil, Kenneth St. Romain and Kristopher Neff •2022: Melanie Hart, Jennifer Neil, Kenneth St. Romain and Jeffrey Clay •2021: Melanie Hart, Jennifer Neil, Kenneth St. Romain, Jeffrey Clay and Mark Joslin

  88. Pay versus Performance Table

    | Year | Average SCT Total for Non-PEO NEOs | Less: Average Reported Value of Equity Awards | Average FV at 12/31 of Unvested Equity Awards Granted During the Year(4) | Year-Over-Year Average Change in FV of Equity Awards Granted in Prior Years that Vested in Year(4) | Year-Over-Year Average Change in FV of Unvested Equity Awards Granted in Prior Years(4) | Average FV of Forfeited Equity Awards Granted in Prior Years(4) | | Average CAP to Non-PEO NEOs | | 2025 | $2,027,737 | $(1,133,633) | $577,937 | $11,603 | $(532,080) | $— | | 951,564 | | 2024 | 1,494,243 | (700,487) | 303,778 | (17,789) | (267,807) | — | | 811,938 | | 2023 | 1,911,059 | (769,547) | 684,186 | 135,758 | 461,371 | — | | 2,422,827 | | 2022 | 1,818,217 | (625,000) | 363,854 | (317,677) | (1,593,663) | (541,096) | — | (895,365) | | 2021 | 1,982,103 | (637,865) | 1,099,398 | (190,342) | 1,897,400 | — | | 4,150,694 |

  89. Pay versus Performance Table

    (3) The table below reconciles diluted earnings per share to adjusted diluted earnings per share for each of the years presented.

  90. Pay versus Performance Table

    | | Year Ended December 31, | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Diluted EPS | $10.85 | $11.30 | $13.35 | $18.70 | $15.97 | | ASU 2016-09 tax benefit | (0.12) | (0.23) | (0.17) | (0.27) | (0.74) | | Adjusted diluted EPS without ASU 2016-09 tax benefit | 10.73 | 11.07 | 13.18 | 18.43 | 15.23 | | After-tax recovery charges | — | — | — | — | (0.05) | | Adjusted diluted EPS without ASU 2016-19 tax benefit and after-tax recovery charges | $10.73 | $11.07 | $13.18 | $18.43 | $15.18 |

  91. Pay versus Performance Table

    (4) In determining the fair value of unvested equity awards we applied the following approach as of December 31, 2025: •EPS performance-based awards granted in 2025: We expect these awards to vest at 55% of target. •EPS performance-based awards granted in 2024: We do not expect these awards to vest. Accordingly, we assigned a value of zero to these awards. •EPS performance-based awards granted in 2023: For the three-year performance period ended December 31, 2025, the threshold performance metric was not met, and the awards were cancelled. •For all other equity awards, we applied the same methodology used to determine grant date fair value of equity awards for purposes of SCT reporting but calculated as of the last day of the year or applicable vesting date, with no material changes to the underlying assumptions for any of the awards since grant date.

  92. Relationship between Compensation Actually Paid and Performance

    Relationship between Compensation Actually Paid and Performance The graphs below show the relationship of “compensation actually paid” to our PEO and other NEOs to (i) TSR of both our Company and the S&P 500 Index, (ii) our net income and (iii) our adjusted diluted EPS.

  93. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The many responsibilities and risks of serving as a director of a public company require that we provide adequate compensation in order to attract and retain highly qualified and productive directors. Our directors play an important role in guiding our strategic direction and overseeing our management. We intend to compensate our non-executive directors at a level that approximates median market practice for comparable companies. The Compensation and Human Capital Management Committee (the Committee) regularly reviews the components and amounts of non-employee director compensation, periodically retaining an independent compensation consultant to assist with its review. In benchmarking director pay, the Committee uses the same group of companies used to benchmark executive compensation, as described earlier in the “Compensation Discussion and Analysis” section of this proxy statement. In April 2025, following its review of non-executive director compensation compared to the peer group, the Committee updated the program to more closely align our director compensation with peer group practices. The following changes went into effect following the 2025 Annual Meeting: •the annual cash retainer for our non-employee directors increased from $85,000 to $90,000; •the Audit Committee member retainer increased from $10,500 to $12,500; and •the grant date value of the annual equity award for our non-employee directors increased from $125,000 to $135,000. The table below outlines the current annual compensation program for our non-employee directors.

  94. DIRECTOR COMPENSATION

    | Compensation Element | Amount | | Non-employee director cash retainer | $90,000 | | Additional chairman cash retainer | 135,000 | | Audit Committee chair | 25,000 | | Compensation and Human Capital Management Committee chair | 20,000 | | Nominating and Corporate Governance chair | 15,000 | | Strategic Planning chair | 15,000 | | Audit Committee member | 12,500 | | Compensation and Human Capital Management Committee member | 10,500 | | Nominating and Corporate Governance member | 7,500 | | Strategic Planning member | 7,500 | | Director equity award | 135,000 |

  95. DIRECTOR COMPENSATION

    Our directors do not receive separate per meeting fees for attending Board or committee meetings, but we do reimburse them for reasonable out-of-pocket expenses they incur to attend Board and committee meetings and director education programs. All non-employee directors receive an annual equity award valued at the time of grant at $135,000. In 2025, each director was permitted to elect to receive his or her annual equity compensation in the form of (i) 1,112 stock options with an exercise price equal to our Common Stock’s closing price on the grant date; or (ii) 461 shares of restricted stock. The annual equity awards are granted on the date of the annual meeting of stockholders and, except under certain limited circumstances, the stock options and restricted stock vest no earlier than one year after the grant date, and any options granted are exercisable for up to ten years after the grant date. All of our directors elected to receive his or her 2025 equity compensation in the form of restricted stock awards, except Mr. Perez de la Mesa who chose to receive his 2025 equity compensation in the form of stock options. All non-employee directors may elect to receive equity grants in lieu of their cash compensation. In 2025, all of our directors elected to forgo this election, other than Mr. Perez de la Mesa who elected to receive stock options in lieu of cash compensation beginning in the third quarter of 2025. The table below summarizes the compensation we paid to our non-executive directors during the year ended December 31, 2025.

  96. DIRECTOR COMPENSATION

    | Director | Fees Earned or Paid in Cash | Stock Awards (1) | Option Awards (1) | Total | | Martha Gervasi | $115,833 | $135,138 | $— | $250,971 | | James Hope | 120,833 | 135,138 | — | 255,971 | | Kevin Murphy | 97,583 | 135,138 | — | 232,721 | | Debra Oler | 113,833 | 135,138 | — | 248,971 | | Manuel Perez de la Mesa | 132,542(2) | — | 134,941 | 267,483 | | Carlos Sabater | 113,292 | 135,138 | — | 248,430 | | John Stokely | 222,500 | 135,138 | — | 357,638 | | David Whalen | 122,667 | 135,138 | — | 257,805 |

  97. DIRECTOR COMPENSATION

    (1)Amounts shown do not reflect compensation actually received by the directors. Instead, these amounts reflect the estimated fair value of the awards on the grant date. (2)Upon re-election to the Board in April 2025, Mr. Perez de la Mesa opted to receive an equity grant in lieu of cash compensation. The amount reported in this column includes (i) fees paid in cash in the first and second quarters of 2025 of $42,500 and (ii) the $90,042 grant date fair value of the stock options Mr. Perez de la Mesa opted to receive in lieu of his cash retainer for the third quarter of 2025 through the second quarter of 2026. As of December 31, 2025, the non-executive directors held or had the right to receive the following number of shares of Common Stock under the outstanding stock awards and stock options listed below.

  98. DIRECTOR COMPENSATION

    | Director | Stock Awards Outstanding | Options Outstanding | Options Exercisable | | Ms. Gervasi | 461 | — | — | | Mr. Hope | 461 | — | — | | Mr. Murphy | 461 | — | — | | Mrs. Oler | 461 | — | — | | Mr. Perez de la Mesa | — | 75,027 | 73,173 | | Mr. Sabater | 461 | — | — | | Mr. Stokely | 461 | — | — | | Mr. Whalen | 461 | — | — |