DEF 14A of Latham Group, Inc., Mar 22, 2024

DEF 14A of Latham Group, Inc.

Filed Mar 22, 2024 · FY20230001104659-24-037579

Open on EDGAR

  1. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 Latham Group, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required. ☐ Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. To Our Stockholders: We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Latham Group, Inc. to be held on Thursday, May 2, 2024, at 8:00 a.m. Eastern Daylight Time at Hampton Inn Saratoga, 25 Lake Avenue, Saratoga Springs, NY 12866. Our 2023 total sales outperformed U.S. new in-ground pool starts by approximately 10 percentage points, largely reflecting Latham’s leadership in the design, manufacture, and sale of fiberglass pools. The multi-year success of our conversion strategy has resulted in consistent share gains for fiberglass pools, which are more cost-effective, faster and easier to install, and more eco-friendly than concrete pools. We also gained traction through our new product introductions, specifically automatic safety covers, which provide peace of mind as well as resource savings. At the same time, we successfully implemented cost reduction programs and lean manufacturing initiatives that have structurally lowered our cost basis. With leading shares in all product categories in which we compete and more efficient production, Latham is well positioned to increase sales and expand profitability once volumes recover. At year-end, our cash position was a record $102.8 million giving Latham substantial financial flexibility in a range of economic scenarios. Our priorities in 2024 are to: • Continue to drive adoption and awareness of both fiberglass and automatic safety covers; • Continue to gain additional operating efficiencies; and • Maintain a strong balance sheet. 2024 Annual Meeting of Stockholders Details regarding the business to be conducted at the 2024 Annual Meeting of Stockholders and admission thereto are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. Your vote is important. Whether or not you plan to attend the 2024 Annual Meeting of Stockholders, we hope you will vote by Internet, telephone or mail as soon as possible to ensure your vote is recorded promptly. Please carefully review the instructions on each of your voting options described in the accompanying proxy statement, as well as in the accompanying Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card you received in the mail. Thank you for your ongoing support of and continued interest in Latham Group, Inc. We look forward to your participation at our Annual Meeting. Sincerely,

  2. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | | | Scott M. Rajeski | James E. Cline | | President and Chief Executive Officer | Chair of the Board |

  3. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Latham, New York March 22, 2024 Latham Group, Inc. Notice of Annual Meeting of Stockholders to be held May 2, 2024 Notice is hereby given that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Latham Group, Inc., a Delaware corporation, will be held on Thursday, May 2, 2024, at 8:00 a.m. Eastern Daylight Time at Hampton Inn Saratoga, 25 Lake Avenue, Saratoga Springs, NY 12866 to conduct the following items of business.

  4. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | 1. | The election of two Class III directors named in the accompanying proxy statement, each to serve for a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. | | 2. | The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. | | 3. | The transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof. |

  5. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    These items of business are more fully described in the accompanying proxy statement. We have not received notice of any other matters that may be properly presented at our Annual Meeting. Stockholders of record at the close of business on March 6, 2024 are entitled to notice of, and to vote at, our Annual Meeting and any adjournment or postponement thereof. We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. We will furnish proxy materials to all of our stockholders via the Internet in order to expedite stockholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting. Accordingly, we are mailing to our stockholders of record and beneficial owners a Notice of lnternet Availability of Proxy Materials, which provides instructions on how to access the accompanying proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2023 via the Internet and how to vote online. The Notice of lnternet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form. We intend to hold our Annual Meeting in person. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor the investor relations page of our website at https://ir.lathampool.com for updated information. If you are planning to attend our Annual Meeting, please check the website prior to the meeting date. You may cast your vote over the Internet, by telephone or by completing and mailing a proxy card or voting instruction card. Voting instruction cards forwarded by or for banks, brokers or other nominees should be returned as requested by them. We encourage you to vote promptly to ensure your vote is represented at our Annual Meeting and that we have a quorum, regardless of whether you plan to attend in person. Voting in advance does not deprive you of your right to attend our Annual Meeting and to change your vote during our Annual Meeting. By order of our Board of Directors, Patrick M. Sheller Secretary Latham, New York March 22, 2024 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2024 The Notice of the 2024 Annual Meeting of Stockholders, the accompanying proxy statement for the 2024 Annual Meeting of Stockholders and our annual report to stockholders for the fiscal year ended December 31, 2023 are available at www.proxyvote.com. In this proxy statement, unless otherwise indicated or the context otherwise requires, references to the “Company,” “Latham,” “we,” “us” and “our” refer to Latham Group, Inc. Latham Group, Inc. is a holding company that does not conduct any business operations and therefore references to our operations and financial performance include Latham Group, Inc. and its consolidated subsidiaries.

  6. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proxy Summary | 1 | | Proposal One: Election of Class III Directors | 8 | | Board of Directors and Corporate Governance | 10 | | Board of Directors | 10 | | Class I Directors—Term Expiring at the 2025 Annual Meeting | 10 | | Class II Directors—Term Expiring at the 2026 Annual Meeting | 12 | | Qualifications, Attributes, Skills and Experience of our Directors | 15 | | Identifying and Evaluating Candidates for Director | 16 | | Director Independence | 17 | | Board Diversity | 17 | | Board Roles and Responsibilities | 18 | | Board Leadership | 18 | | Board Committees | 19 | | Meetings of Our Board | 25 | | Board’s Role in Risk Oversight | 25 | | Key Governance Policies | 26 | | Evaluations of Our Board and Committees | 27 | | Oversight of Environmental, Social and Governance | 27 | | Oversight of Human Capital Management | 28 | | Stockholder Engagement | 30 | | Communications with our Board | 30 | | Director Compensation | 31 | | Director Compensation Table for 2023 | 33 | | Report of our Audit Committee | 34 | | Other Audit Committee Matters | 36 | | Pre-Approval Policy and Procedures | 36 | | Independent Registered Public Accounting Firm Fees and Services | 36 |

  7. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proposal Two: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2024 | 37 | | Executive Officers | 39 | | Named Executive Officer Compensation | 43 | | Executive Summary | 43 | | 2023 Compensation Determinations | 46 | | Compensation Policies | 50 | | Process for Making Compensation Determinations | 52 | | Peer Group Utilized for Benchmarking in 2023 | 52 | | Offer Letters and Severance Plan | 53 | | Initial 2024 Compensation Determinations | 54 | | Named Executive Officer Compensation Tables | 55 | | Summary Compensation Table for 2023 and 2022 | 55 | | Outstanding Equity Awards as of December 31, 2023 | 56 | | Potential Payments upon Termination of Employment or Change in Control | 57 | | Certain Relationships and Related Party Transactions | 59 | | Security Ownership of Certain Beneficial Owners and Management | 62 | | Questions and Answers | 64 | | Equity Compensation Plans | 70 | | Delinquent Section 16(a) Reports | 70 | | Forward-Looking Statements | 70 | | Where You Can Find More Information | 71 | | Annual Report | 71 | | Other Matters | 72 |

  8. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement |

  9. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    This proxy statement is furnished to stockholders of Latham Group, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies by our board of directors (our “Board”) for use at our 2024 Annual Meeting of Stockholders to be held on Thursday, May 2, 2024 (the “Annual Meeting”), at 8:00 a.m. Eastern Daylight Time, and at any adjournment or postponement thereof. Our Annual Meeting will be held at Hampton Inn Saratoga, 25 Lake Avenue, Saratoga Springs, NY 12866. We are making this proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2023 (the “Annual Report”) available to our stockholders electronically via the Internet at www.proxyvote.com. On or about March 22, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and vote online or by telephone. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them pursuant to the instructions provided in the Internet Notice. The Internet Notice also instructs you on how to access this proxy statement. This proxy summary highlights information contained elsewhere in this proxy statement for our Annual Meeting. This proxy summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the 2023 operational and financial performance of Latham, you should review our Annual Report. Annual Meeting Information

  10. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Meeting Date | Time | Location | Record Date | | Thursday, May 2, 2024 | 8:00 a.m. EDT | Hampton Inn Saratoga, 25 Lake Avenue, Saratoga Springs, NY 12866 | March 6, 2024 |

  11. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Voting Methods Prior to Annual Meeting Your vote is important. Whether or not you plan to attend our Annual Meeting, we urge you to vote promptly to save us the expense of additional solicitation. Please carefully review the proxy materials and cast your vote on all of the proposals. If you are a record holder, you may vote using one of the following methods. If you are a beneficial owner, you may vote using one of the methods listed on your voting instruction card. Make sure to have your Internet Notice, proxy card or voting instruction card and follow the instructions.

  12. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Internet | By Phone | By Mail | | www.proxyvote.com | 1-800-690-6903 | Request a printed copy of the proxy materials and complete, sign and return your proxy card or voting instruction card |

  13. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 1 |

  14. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Proposals, Board Recommendations and Required Vote

  15. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Proposal | | Board Recommendation | Required Vote | | 1 | Election of Class III Directors | FOR each nominee | Plurality of votes cast | | 2 | Ratification of Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2024 | FOR | Majority of the voting power present in person or represented by proxy and entitled to vote |

  16. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Business Overview Latham Group, Inc., headquartered in Latham, New York, is the largest designer, manufacturer and marketer of in-ground residential swimming pools in North America, Australia and New Zealand. With an operating history that spans over 65 years, we offer the industry’s broadest portfolio of pools and related products, including fiberglass pools, packaged pools, pool liners and pool covers. We hold the #1 position in North America in every product category in which we compete. We believe that we are the most sought-after brand in the pool industry and the only pool company that has established a direct relationship with the homeowner. We are Latham, The Pool Company™. We have a heritage of innovation. In an industry that has traditionally marketed on a business-to-business basis (pool manufacturer to dealer), we pioneered the first “direct-to-homeowner” digital and social marketing strategy that has transformed the homeowner’s purchase journey. Through this marketing strategy, we are able to create demand for our pools and generate and provide high quality, purchase-ready consumer leads to our dealer partners. Partnership with our dealers is integral to our collective success, and we have enjoyed long-tenured relationships averaging over 14 years. We support our dealer network with business development tools, co-branded marketing programs and in-house training, as well as an operations platform consisting of approximately 1,760 employees across over 30 facilities as of December 31, 2023. The full resources of the Company are dedicated to designing and manufacturing high-quality pool products with the homeowner in mind, and positioning ourselves as a value-added partner to our dealers.

  17. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 2 |

  18. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Proposal 1—Election of Two Class III Director Nominees Our Board currently consists of eight directors. Following a review of the individual and aggregate qualifications, attributes, skills and experience of Board members, our Board has re-nominated the two Class III directors for election at our Annual Meeting. Our Board believes that the director nominees will continue to collectively serve in the best interests of stockholders and the Company and assist our Board to fulfill its significant oversight role. Each of the Class III director nominees will serve a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

  19. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Name and Age | Director Since | Independent | Primary or Most Recent Occupation | Current Board Committee(s) | | Suzan Morno-Wade 56 | 2021 | Yes | Chief Human Resources Officer, Xerox; Executive Vice President of Xerox Holdings Corporation | Compensation (Chair) | | Brian Pratt (1) 29 | 2023 | Yes | Vice President, Pamplona Capital Management, LLC | Nominating and Corporate Governance |

  20. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    (1) Mr. Pratt was appointed to our Board on March 30, 2023. Mr. Pratt is a director-designee of Pamplona. Mr. Pratt replaced Mr. Dane Derbyshire, a prior director-designee of Pamplona, who resigned from our Board effective March 29, 2023. Qualifications, Attributes, Skills and Experience of our Directors The following table sets forth a summary of key qualifications, attributes, skills and experience that our current directors contribute to our Board.

  21. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Number of Directors | | Strategic Growth and M&A Experience | 8 | | Senior Leadership or Management Experience | 7 | | Consumer Products Expertise | 6 | | Marketing and Brand Management Expertise | 6 | | Finance or Accounting Experience | 6 | | Manufacturing and Supply Chain Experience | 5 | | International Business Operations Experience | 5 | | Human Capital Management Expertise | 4 | | Other Public Company Service | 4 | | Risk Management and Compliance Expertise | 3 | | Digital Transformations, Technology or Cybersecurity Expertise | 3 |

  22. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 3 |

  23. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Compensation Governance See “Named Executive Officer Compensation” for a detailed discussion of our compensation programs and determinations for our named executive officers in 2023. The following table sets forth a summary of key compensation governance matters for our current program.

  24. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | What We Do | What We Don’t Do | | • Our independent Compensation Committee retains and actively engages with an independent compensation consultant • Our equity plan aligns with stockholder interests, including amendment in 2023 approved by stockholders • We use peer group and executive compensation survey data, which is reviewed and updated annually, as a component of establishing target annual compensation • We have adopted and applied rigorous, objective financial goals to our incentive programs to align with our business strategy and our stockholders • Our incentive programs have a fixed payout cap • We use three-year or four-year pro rata annual vesting for equity awards • We apply Clawback Policies to our executive officers, including a Dodd-Frank compliant policy adopted in 2023 • In 2023, entered into offer letters with named executive officers, which require restrictive covenants relevant to our business • A majority of the total target compensation of our named executive officers is in equity • In 2023, adopted stock ownership guidelines for our named executive officers and non-employee directors* • In 2024, issued initial grants of PSUs, in line with pay-for-performance objectives* | • No single-trigger vesting of equity awards upon change-in-control • No hedging or pledging of our securities, and no using derivatives • No tax gross-ups upon change-in-control or severance • No guaranteed bonuses, except new hire or severance agreements, and no one-time equity awards, except new hires • No significant perquisites, supplemental benefits, pension plans or defined benefit plans • No repricing/replacing underwater stock options and stock appreciation rights |

  25. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    * Satisfies commitments made by our Compensation Committee in the 2023 proxy statement 2023 Compensation Program The compensation program for our named executive officers is designed to attract, motivate and retain qualified employees and to provide them incentives to achieve or exceed the Company’s annual operational, financial and strategic goals and to increase long-term stockholder value. As a new public company in 2021, our Compensation Committee continues to evolve our compensation philosophy, policies and practices for our named executive officers. The 2023 compensation program for named executive officers consisted principally of a base salary, an annual cash bonus opportunity, and equity awards (annual grants of restricted stock units (“RSUs”) (70% of grant value) and stock appreciation rights (“SARs”) (30% of grant value)).

  26. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 4 |

  27. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Our Chief Executive Officer’s target annual compensation in 2023 generally was consistent with 2022, including: • An initial base salary of $450,000 (which increased to $465,000 from August 1 through December 31, 2023, reflecting the rollover of a previous automobile stipend). • A target bonus of 100% of base salary. • A target long-term incentive award of 250% of base salary. Based on Company performance for 2023, he did not earn any annual cash bonus. Initial 2024 Compensation Determinations Our Compensation Committee intends to continue to evolve our compensation program for named executive officers. Our Compensation Committee has approved key components of the 2024 compensation program for named executive officers, including increasing the focus on performance-based goals: • The base salaries for our named executive officers increased up to 4%. • Target bonuses (as a % of base salary) and target annual equity (as a % of base salary) for named executive officers were not changed, but the targets in dollars increase to the extent base salaries were changed. • The annual bonus plan is based on the achievement of revenue (50%) and Adjusted EBITDA margin (50%) performance goals, with a 0% to 200% payout opportunity and a 20% threshold payout. • The annual equity program consists of 70% RSUs and 30% PSUs. PSUs are based on an Adjusted EBITDA performance goal, with a 0% to 200% payout opportunity, a 20% threshold payout and cliff vesting on the third anniversary of the grant date. The RSUs have annual pro rata vesting on the anniversary of the grant date over a four-year period. Key Corporate Governance Highlights Our Board has taken a reasonable, measured approach in implementing our corporate governance policies and practices in light of our ongoing status as a controlled company and challenging macroeconomic conditions.

  28. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Our Board recognizes the importance of evolving our corporate governance practices as we become a mature publicly traded company. By no later than our 2028 annual meeting of stockholders, which is seven years following our initial public offering, our Board is committed to effectuate: | | • Fully independent standing Committees (Audit, Compensation, and Nominating and Corporate Governance)—currently satisfied • A plurality plus resignation policy for uncontested director elections |

  29. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 5 |

  30. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Key elements of our current governance are set forth below.

  31. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | • Independent, non-executive Chair of Board • Seven of eight independent directors, and fully independent Audit, Compensation and Nominating and Corporate Governance Committees • Regular executive sessions of non-management directors, and at least an annual executive session of independent directors • Annual Board and Committee self-evaluations • Significant strategy and risk oversight by Board and Committees • Director onboarding and continuing director education • Annual review of Committee charters and key governance policies | • In 2023, added director retirement provision to Corporate Governance Guidelines, prohibiting nomination to new term after age 75 (subject to limited waiver) • Active oversight of human capital management and ESG initiatives and related public reporting • Highly committed Board, including significant participation and director attendance at Board and Committee meetings • Management and director succession planning • No dual classes of Common Stock (i.e. no unequal voting rights) • No poison pill • No director overboarding • No hedging or pledging regarding our securities, and no using derivatives |

  32. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    On April 27, 2021, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with Pamplona Capital Partners V, L.P., an investment fund (the “Pamplona Fund”) managed by affiliates of Pamplona Capital Management, LLC (together with its respective subsidiaries and affiliates, “Pamplona”), and Wynnchurch Capital Partners IV, L.P. (“Wynnchurch IV”) and WC Partners Executive IV, L.P. (“WC Executive”) (collectively, the “Wynnchurch Funds”), managed by affiliates of Wynnchurch Capital, L.P. (together with its respective subsidiaries and affiliates, “Wynnchurch”). The Stockholders’ Agreement grants Pamplona the right to nominate to our Board a number of designees on a sliding scale depending on Pamplona’s affiliates’ ownership of shares of the Company’s Common Stock, par value $0.0001 per share (our “Common Stock” or “shares of Common Stock”). Mr. Evans, Mr. Laven, Mr. Pratt and Mr. Pruellage are the current designees of Pamplona under the Stockholders’ Agreement. Wynnchurch had certain director nomination rights, which they waived beginning in July 2022. For more information, see “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.” References to our “Principal Stockholders” in this proxy statement refer to the Pamplona Fund, managed by Pamplona, and the Wynnchurch Funds, managed by Wynnchurch. Environmental, Social and Governance As a leading global manufacturer of inground swimming pools, our ambition is to lead the way towards a more sustainable future for our industry. Since 2021, we have worked with independent consultants to assess and increase our ESG performance, benchmark our efforts against industry peers, establish a comprehensive strategy to manage ESG risks and opportunities and continuously expand disclosure of our program, including through the publication of an annual ESG Report. See https://ir.lathampool.com/esg for more information. See “—Board of Directors and Corporate Governance—Oversight of Environmental, Social and Governance.”

  33. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 6 |

  34. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Proposal 2—Ratification of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2024 Our Board is seeking stockholder support to ratify the appointment of Deloitte & Touche LLP (“Deloitte & Touche”) as our independent registered public accounting firm for 2024. Our Audit Committee conducted a competitive process to select an independent registered public accounting firm in 2020, and Deloitte & Touche was selected and appointed at such time. Our Audit Committee has continued its engagement with Deloitte & Touche since such appointment.

  35. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Our Audit Committee has reappointed Deloitte & Touche as the Company’s independent registered public accounting firm for the year ending December 31, 2024, including based upon the following factors: | | • Efficiencies of continued engagement • Audit effectiveness • Expertise and industry knowledge • External data on audit quality and performance • Reasonableness of fees • Communication • Ratification proposal had strong support at the Company’s 2023 annual meeting |

  36. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 7 |

  37. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Proposal One: Election of Class III Directors General At our Annual Meeting, our stockholders will vote to elect the two Class III director nominees named in this proxy statement. Class III directors elected at our Annual Meeting will serve for three-year terms until our annual meeting of stockholders to be held in 2027 and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. Based on its beneficial ownership of our Common Stock as of the record date, Pamplona has the right to designate four directors to our Board. In February 2024, our Board reduced its size from nine directors to eight directors concurrent with the resignation of Alexander L. Hawkinson, which was effective immediately. Mr. Hawkinson was a Class III director. Class III Directors—Nominees for Election at our Annual Meeting Our Board nominated Suzan Morno-Wade and Brian Pratt for election to our Board as Class III directors at our Annual Meeting. These nominees were recommended by our Nominating and Corporate Governance Committee and approved for nomination by our Board, each in accordance with our established process for evaluating candidates to serve on our Board. Mr. Pratt is a director designee of Pamplona. Our Nominating and Corporate Governance Committee recommended the appointment of two director nominees after considering each of their backgrounds, qualifications and professional experience. See “Board of Directors and Corporate Governance—Qualifications, Attributes, Skills and Experience of our Directors”, and “—Identifying and Evaluating Candidates for Director” for additional information thereon. Each of Ms. Morno-Wade and Mr. Pratt currently serve on our Board, has consented to be named in this proxy statement and has agreed to serve, if elected. There are no family relationships among the director nominees or between them and any of our executive officers or continuing directors. The following sets forth the biographical information regarding our Class III director nominees, including the experience, qualifications, attributes and skills that led our Board to conclude that each director should continue to serve on our Board.

  38. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Name and Age | Director Since | Independent | Primary or Most Recent Occupation | Current Board Committee(s) | | Suzan Morno-Wade 56 | 2021 | Yes | Chief Human Resources Officer, Xerox; Executive Vice President of Xerox Holdings Corporation | Compensation (Chair) | | Brian Pratt (1) 29 | 2023 | Yes | Vice President, Vice President, Pamplona Capital Management, LLC | Nominating and Corporate Governance |

  39. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Mr. Pratt was appointed to our Board on March 30, 2023. Mr. Pratt is a director-designee of Pamplona. Mr. Pratt replaced Mr. Dane Derbyshire, a prior director-designee of Pamplona, who resigned from our Board effective March 29, 2023.

  40. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 8 |

  41. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Proposal One: Election of Class III Directors

  42. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Suzan Morno-Wade Age: 56 Director Since: 2021 Committee Memberships: • Compensation, Chair | Suzan Morno-Wade became a member of our Board in March 2021. Ms. Morno-Wade has served as the Chief Human Resources Officer of Xerox, a provider of print and digital document products and services, since November 2018. She is also an Executive Vice President of Xerox Holdings Corporation (NYSE: XRX), the parent of Xerox, and serves as a member of the company’s executive committee. Prior to this role, she served as Vice President of Total Rewards with Xerox from 2016 to 2018, Vice President Human Resources and Vice President of Compensation and Governance with Hess Corporation (NYSE: HES), a global independent energy company, from 2014 to 2016 and 2005 to 2014, respectively, and as director compensation and benefits at Quantum Corporation (Nasdaq: QMCO), a leader in storing and managing digital video and other forms of unstructured data, from 1999 to 2005. Over a 20-year period, Ms. Morno-Wade has worked across a broad spectrum of industries, including technology, oil and gas, industrial and consumer goods. Ms. Morno-Wade began her career in finance and holds multiple human resources certifications as well as a Bachelor of Science degree in Accounting from the University of Illinois. Ms. Morno-Wade also serves on the board of directors of A Better Chance, a nonprofit organization, focused on increasing the number of well-educated young people of color in the United States. We believe Ms. Morno-Wade is qualified to serve as a member of our Board because of her experience as a chief human resources officer, including for public companies, and her extensive experience developing human capital strategies across multiple industries. | | Brian Pratt Age: 29 Director Since: 2023 Committee Memberships: • Nominating and Corporate Governance | Brian Pratt became a member of our Board in March 2023. Mr. Pratt is a Vice President of Pamplona Capital Management LLC, having joined the firm in March 2019. Since 2019, Mr. Pratt has worked closely with our Board and Company management on financial, operational and transactional matters. Mr. Pratt serves as a board observer of several other companies, including BFG Supply, a national distributor of consumables, greenhouse durables, and technical equipment to the green industry, and CSC ServiceWorks, Inc., a provider of commercial laundry services and air vending solutions. Prior to joining Pamplona, Mr. Pratt worked in the investment banking division at Barclays from 2017 to February 2019. Mr. Pratt holds a Bachelor of Science in Political Science from Yale University. We believe Mr. Pratt is qualified to serve as a member of our Board because of his financial and acquisition skills and experience and strategic and consumer products knowledge. |

  43. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    If any nominee becomes unable or unwilling to serve between the date of this proxy statement and our Annual Meeting, which we do not anticipate, then our Board may designate a new nominee. In that case, the persons named as proxies on the attached proxy card will vote for that substitute nominee (unless the proxies were previously instructed to withhold votes for the nominee who has become unable or unwilling to serve). Alternatively, our Board may reduce its size.

  44. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Our Board recommends that our stockholders vote “FOR” the election of each of the nominated Class III directors |

  45. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 9 |

  46. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Board of Directors Our Board currently consists of eight members and is divided into three classes. The members of each class serve staggered, three-year terms. At each annual meeting, our stockholders will be requested to elect the successors to one class of our directors for three-year terms. Each of our directors serve as a director until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. The authorized number of directors may be increased or decreased by our Board in accordance with our certificate of incorporation. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. See “Certain Relationships and Related Party Transactions—Stockholders’ Agreement” for information regarding director nomination and other rights currently held by Pamplona and director nomination and other rights previously held by Wynnchurch until its waiver in July 2022. See “Proposal One: Election of Class III Directors” for biographical information on our Class III directors. The following sets forth biographical information regarding our Class I and II directors, including the experience, qualifications, attributes and skills that led our Board to conclude that each director should continue to serve on our Board. Class I Directors—Term Expiring at the 2025 Annual Meeting

  47. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Name and Age | Director Since | Independent | Primary or Most Recent Occupation | Current Board Committee(s) | | James E. Cline Chair of Board 72 | 2020 | Yes | Former President and Chief Executive Officer, Trex Company, Inc. | Audit and Compensation | | DeLu Jackson (1) 51 | 2023 | Yes | Executive Vice President and Chief Marketing Officer, ADT Inc. | Audit and Nominating and Corporate Governance | | Mark P. Laven Vice Chair of Board 70 | 2020 | Yes | Former President and Chief Executive Officer, Latham Pool Products | Nominating and Corporate Governance (Chair) |

  48. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Mr. Jackson was appointed to our Board on March 30, 2023. Mr. Jackson filled an existing vacancy on our Board following the departure of a Class I member in July 2022.

  49. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 10 |

  50. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | James E. Cline Chair of the Board Age: 72 Director Since: 2020 Committee Memberships: • Audit • Compensation | James E. Cline became a member of the board of directors of Latham Pool Products in March 2019 and of our Board in December 2020. Mr. Cline became the Chair of our Board on December 14, 2020. Since 2020, Mr. Cline has served as chairman of the board of Trex Company, Inc. (NYSE: TREX) (“Trex”), a manufacturer of outdoor living products. From 2015 to 2020, Mr. Cline served as President and Chief Executive Officer and a member of the board of directors of Trex. From 2013 to 2020, he was the Senior Vice President and Chief Financial Officer of Trex. From 2008 to 2013, Mr. Cline served as Vice President and Chief Financial Officer of Trex. Prior to Trex, Mr. Cline served as the President of Harsco GasServ, a subsidiary of Harsco Corporation, a manufacturer of containment and control equipment for the global gas industry, from 2005 to 2007 and was the Vice President and Controller for Harsco GasServ from 1994 to 2005. In connection with the purchase of Harsco GasServ by Taylor-Wharton International LLC, which was owned by Windpoint Partners Company, Mr. Cline served as a consultant to the buyers in 2008 by providing transition management and financial services. Mr. Cline served in various capacities with the Huffy Corporation from 1976 to 1994, including as Director of Finance of its True Temper Hardware subsidiary, a manufacturer of lawn care and construction products. Mr. Cline holds a Bachelor of Science in Business Administration degree in accounting from Bowling Green State University. We believe Mr. Cline is qualified to serve as a member of our Board because of his experience as a member of the board of directors of Latham Pool Products, his extensive leadership experience and extensive experience in the consumer products industry, including for a public company. Our Board also determined his significant finance and accounting expertise qualifies him as an “audit committee financial expert” under SEC rules. |

  51. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | DeLu Jackson Age: 51 Director Since: 2023 Committee Memberships: • Audit • Nominating and Corporate Governance | DeLu Jackson became a member of our Board in March 2023. Since September 2021, Mr. Jackson has served as Executive Vice President and Chief Marketing Officer of ADT Inc. (NYSE: ADT), a leader in smart home and small business security. From August 2017 until September 2021, Mr. Jackson was Vice President—Head of Marketing and Digital at Conagra Brands, Inc. (NYSE: CAG), a leading branded food company. Before joining Conagra Brands, he served in senior digital and marketing roles for domestic and international brands, including Kellogg Company, McDonald’s Corporation, Nissan Motor Co., Ltd, Audi of America and Subaru of America. Mr. Jackson also serves on the board of directors of Brag House Inc. (an esports platform), the Western Golf Association and the Chicago Public Library Foundation. Mr. Jackson holds an MBA from NYU Stern School of Business and a BA in Politics from Princeton University. We believe Mr. Jackson is qualified to serve as a member of our Board because of his experience as a public company executive, his expertise in digital and marketing strategy and knowledge of consumer products. |

  52. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 11 |

  53. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Mark P. Laven Vice Chair of the Board Age: 70 Director Since: 2020 Committee Memberships: • Nominating and Corporate Governance, Chair | Mark P. Laven became a member of the board of directors of Latham Pool Products in December 2001 and a member of our Board in December 2020. Mr. Laven became the Vice Chair of our Board on December 14, 2020. From December 2001 to October 2017, Mr. Laven served as President and Chief Executive Officer of Latham Pool Products and he served as Chairman of Latham Pool Products until December 14, 2020. From 2004 to 2008, he was a member of the board of the Association of Pool Spa Professionals, a national trade association. Mr. Laven holds a Bachelor of Science degree in Business Administration from Ithaca College. We believe Mr. Laven is qualified to serve as a member of our Board because of his experience building and leading our business for over 19 years, his insight into corporate matters as former Chairman of Latham Pool Products’ board of directors and the previous President and Chief Executive Officer, and his extensive leadership experience in the pool industry. |

  54. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Class II Directors—Term Expiring at the 2026 Annual Meeting

  55. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Name and Age | Director Since | Independent | Primary or Most Recent Occupation | Current Board Committee(s) | | Robert D. Evans 64 | 2020 | Yes | Service as Board Director/ Manager; Former Chief Financial Officer of Performance Food Group Company | Audit (Chair) | | William M. Pruellage 50 | 2020 | Yes | Managing Partner, Pamplona | Compensation | | Scott M. Rajeski 57 | 2020 | No | President and Chief Executive Officer, Latham | None |

  56. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 12 |

  57. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Robert D. Evans Age: 64 Director Since: 2020 Committee Memberships: • Audit, Chair | Robert D. Evans became a member of the board of directors of Latham Pool Products in July 2019 and of our Board in December 2020. He currently serves on two boards of managers. Since 2019, Mr. Evans has served as a member of the board of managers and strategic alternatives committee of Quirch Foods Parent, LLC (dba Quirch Foods), a distributor, importer and exporter of food products. He has also served as a member of the compensation committee since 2019 and as its chair beginning in 2023. Since 2018, he has served as a member of the board of managers and the chair of the audit committee of Del Real Holdco, LLC (dba Del Real Foods), a food company. Additionally, from 2017 to September 2021, Mr. Evans had served as a member of the board of managers and a chair of the audit committee of BMark Investment Holdings, LP (dba BakeMark Foods), a distributor of quality bakery products. From 2009 to 2016, Mr. Evans served as Chief Financial Officer of Performance Food Group Company (NYSE: PFGC), a distributor of food products. From 2005 to 2008, he was President of Black Diamond Holdings, a start-up manufacturer and retailer of eco-friendly cleaning services. From 2000 to 2004, Mr. Evans was Executive Vice President, Finance and Development of Giant Foods of Landover MD, a retail supermarket chain in the Baltimore/Washington, D.C. area. Prior to that, Mr. Evans has served as Vice President of Strategy and Corporate Development, Senior Vice President of North American Ready to Eat Cereals, and Chief Financial Officer and Senior Vice President of Kellogg North America in the Kellogg Company, a multinational food manufacturing company, from 1998 to 2000. He also held a series of finance positions at the Frito-Lay division of PepsiCo., a multinational food, snack and beverage corporation. Mr. Evans holds a Bachelor of Arts degree from Davidson College, a Master of Business Administration degree from the University of Texas at Austin and a Master of Public Administration degree from Princeton University. We believe Mr. Evans is qualified to serve as a member of our Board because of his extensive experience in consumer-facing manufacturing and distribution businesses, his service as the chief financial officer of a Fortune 200 public company, and his experience of serving on boards of multiple companies. Our Board also determined his significant finance and accounting expertise qualifies him as an “audit committee financial expert” under SEC rules. |

  58. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 13 |

  59. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | William M. Pruellage Age: 50 Director Since: 2020 Committee Memberships: • Compensation | William M. Pruellage became a member of the board of directors of Latham Pool Products in December 2018 and of our Board in December 2020. Mr. Pruellage joined Pamplona in 2014 and has served as Managing Partner since 2018. Prior to Pamplona, Mr. Pruellage was the Co-President of Castle Harlan, Inc., where he was employed since 1997. Prior to that, Mr. Pruellage was a mergers and acquisitions banker at Merrill Lynch. During his time at Pamplona, Mr. Pruellage has served on the board of directors of several companies, including BakeMark, a manufacturer of baking ingredients, Veritext, a diversified legal services provider, nThrive, a payment solutions provider for the healthcare industry, and Lumos Networks (Nasdaq: LMOS), a broadband internet provider. Prior to Pamplona, Mr. Pruellage served on the board of directors of numerous companies, including Exterran (NYSE: EXTN), an oil and gas company, Ames True Temper, a manufacturer of garden products, GoldStar Foods, a food distributor, Pretium Packaging, a plastics manufacturer, Securus, a prison communications firm, RathGibson, a manufacturer of tubing and pipe, Baker & Taylor, a book distributor, Verdugt Specialty Chemicals, a chemicals company, Anchor Drilling Fluids, a drilling fluids company, and Universal Compression (NYSE: UCO), a provider of natural gas compression equipment and services. Mr. Pruellage holds a Bachelor of Science, summa cum laude, in Finance and International Business from Georgetown University. We believe Mr. Pruellage is qualified to serve as a member of our Board because of his extensive investment management experience and because of his experience serving on the boards of multiple companies, including public companies. |

  60. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | Scott M. Rajeski President and Chief Executive Officer Age: 57 Director Since: 2020 | Scott M. Rajeski has served as President and Chief Executive Officer of our wholly-owned subsidiary, Latham Pool Products Inc., since October 2017 and as our Chief Executive Officer and Director since December 2020. He previously served as Latham Pool Products’ Chief Financial Officer and Vice President since August 2012. Prior to that, Mr. Rajeski served as a Director of Finance at GlobalFoundries, a semiconductor manufacturing company, from 2009 to 2012. Prior to that Mr. Rajeski was the Chief Financial Officer for Americas of Momentive Performance Materials/GE Silicones, a former division of General Electric, from 2004 to 2009 and held various finance positions at General Electric from 1991 to 2003. Mr. Rajeski holds a Bachelor of Science degree in math and a minor in business economics from the State University of New York at Potsdam and a Master of Business Administration degree from Clarkson University. Mr. Rajeski also graduated from General Electric’s Executive Finance Leadership Program and Finance Management Program, and is a certified Six Sigma Black Belt. We believe Mr. Rajeski is qualified to serve as a member of our Board because of his experience building and leading our business, his insight into corporate matters as our Chief Executive Officer, his extensive finance and leadership background and his extensive leadership experience in the pool industry. |

  61. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 14 |

  62. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Qualifications, Attributes, Skills and Experience of our Directors The following table sets forth a summary of additional key qualifications, attributes, skills and experience that our current directors contribute to our Board to ensure our Board fulfills its oversight role and responsibilities, in the context of the operations and strategy of our business and the long-term interests of stockholders.

  63. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Number of Directors | | Strategic Growth and M&A Experience. Directors who have strategic growth and M&A experience provide valuable insight into our efforts to maintain and grow our market leadership across product categories, including through strategic investments and acquisitions that require significant integration efforts, as well as our organic growth through investments in research and development, technology, manufacturing capacity and other capital expenditures. | 8 | | Senior Leadership or Management Experience. Directors who have served in senior leadership positions can provide prospective in enterprise leadership, business strategy, risk identification and mitigation, and day-to-day execution of important operational, organizational, and policy activities. | 7 | | Consumer Products Expertise. We are a consumer products company that markets to individual consumers, and therefore directors with such expertise can understand consumer demand and have unique insights on related opportunities and risks related to this sector. | 6 | | Marketing and Brand Management Expertise. Directors with marketing and brand management expertise can provide guidance as our senior leadership team seeks to increase brand awareness, address the competitive landscape and expand our market share throughout various economic cycles, and our unique industry approach with consumers. | 6 | | Finance or Accounting Experience. Directors that have detailed knowledge of accounting regulations, accounting and financial reporting processes (including internal controls), and capital markets and financing transactions can oversee our public company reporting and related internal controls, as well as provide guidance on operations, budgeting, cash flows, liquidity and stakeholder engagement. | 6 | | Manufacturing and Supply Chain Experience. We have significant manufacturing operations and a global supply chain, and directors with related experience can provide oversight of related activities, from obtaining the global supply of raw materials, mass production of our products, inventory management, transportation and distribution, product and worker safety and ESG. | 5 | | International Business Operations Experience. Directors with international business operations experience can provide useful business, regulatory and cultural perspective regarding global operations and understand the unique risks of international operations. | 5 | | Human Capital Management Expertise. Directors with expertise in human capital management bring important perspectives on strategies to attract, motivate and retain qualified executives and other employees, train and support our workforce, cultivate new talent and promote our corporate culture. | 4 | | Other Public Company Service. Directors that have led a public company as an executive or served as a director have expertise on corporate governance, audit, compensation, public reporting, stockholder engagement, and other matters unique to public companies and understand how to assist management in an oversight capacity. | 4 | | Risk Management and Compliance Expertise. Directors who have risk management and compliance expertise can provide experience, strategic advice and oversight to our senior leadership team in establishing an appropriate compliance program and in identifying, assessing, addressing and mitigating enterprise risks. | 3 | | Digital Transformations, Technology or Cybersecurity Expertise. Directors with digital transformation expertise are relevant to our multi-year enterprise resource planning implementation. Further, as a technology-focused consumer brand, directors with technology or cybersecurity expertise can oversee our significant technology investments and assist in overseeing our management of customer data and understanding the practical implications of implementing a cybersecurity program for a global company. | 3 |

  64. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 15 |

  65. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    Identifying and Evaluating Candidates for Director Subject to the terms of the Stockholders’ Agreement, our Nominating and Corporate Governance Committee has, as one of its responsibilities, the recommendation of director candidates to our Board. Nominees for directorship are identified by our Nominating and Corporate Governance Committee in accordance with the criteria set forth below and any other criteria that may be identified by our Board or a committee of our Board, if appropriate, and in accordance with the procedures set forth in our Nominating and Corporate Governance Committee’s charter. Our Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise, as discussed above, with a reputation for integrity. Our Nominating and Corporate Governance Committee’s assessment of a potential candidate will include an individual’s independence, as well as consideration of skills and experience, and a policy of promoting diversity, in the context of the needs of the Company. In addition to the key qualifications, attributes, skills and experience noted above, the minimum core criteria assessed by our Nominating and Corporate Governance Committee when evaluating a candidate for director include: • Ensuring No Director Overboarding. No director should serve on more than three other public company boards. No member of our Audit Committee should serve on more than two other public company audit committees. No director who is an executive officer of another public company should serve on more than one other public company board, aside from the board of his/her own company. Directors should advise the Chair of our Board and the chair of our Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another public company board or audit committee or to assume the chair or lead independent director position on another public company board. • Financial Literacy. Directors should know how to read and understand fundamental financial statements and understand the use of financial ratios and information in evaluating the financial performance of the Company. • Character. Directors should be persons of good character and thus should possess all of the following personal characteristics: • Integrity: Directors should demonstrate high ethical standards and integrity in their personal and professional dealings; • Accountability: Directors should be willing to be accountable for their decisions as directors; • Judgment: Directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues; • Responsibility: Directors should interact with each other in a manner which encourages responsible, open, challenging and inspired discussion; • High Performance Standards: Directors should have a history of achievements which reflects high standards for themselves and others; • Commitment and Enthusiasm: Directors should be committed to, and enthusiastic about, their performance for the Company as directors, both in absolute terms and relative to their peers; and • Courage: Directors should possess the courage to express views openly, even in the face of opposition. Expectations. Each director will be expected to: dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties; comply with the duties and responsibilities set forth herein and in the Amended and Restated Bylaws of the Company; comply with all duties of care, loyalty and confidentiality applicable to directors of publicly traded corporations organized in our jurisdiction of incorporation, subject to the provisions set forth in the Company’s governing

  66. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | 2024 Proxy Statement 16 |

  67. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    documents; and adhere to the Company’s Code of Conduct and Business Ethics, including, but not limited to, the policies on conflicts of interest expressed therein and any other Company policies that apply to directors. Director Independence Our Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”). So long as the Pamplona Fund and the Wynnchurch Funds continue to control more than 50% of our combined voting power, we will continue to be considered a “controlled company” for the purposes of Nasdaq’s rules and corporate governance standards. As a “controlled company,” we are not subject to certain corporate governance requirements. Our Board reviews director independence in accordance with the applicable rules of Nasdaq, based on the recommendation of our Nominating and Corporate Governance Committee. The independence rules include a series of objective tests, including that a director has not been employed by us within the last three years and has not engaged in various types of business dealings with us. In addition, our Board must make the subjective determination as to each independent director that no relationship exists which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

  68. Succession Planning

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | James E. Cline | 125,000 | 124,999 | 249,999 | | Dane L. Derbyshire | — | — | — | | Robert D. Evans | 95,000 | 74,998 | 169,998 | | Alexander L. Hawkinson | 75,000 | 74,998 | 149,998 | | DeLu Jackson | 56,917 | 74,998 | 131,915 | | Mark P. Laven | 85,000 | 74,998 | 159,998 | | Suzan Morno-Wade | 90,000 | 74,998 | 164,998 | | Brian Pratt | — | — | — | | William M. Pruellage | — | — | — |

  69. 2023 Compensation Elements

    | Element | | Purpose | Key Features | Performance / Vesting Period | | Short-Term | Base Salary | • Annual fixed cash compensation to attract, recruit and retain qualified employees | • Based on experience, responsibilities, market pay, anticipated performance growth, annual individual performance, internal pay equity and succession planning considerations | • Impacted by prior performance and future performance potential | | | Management Incentive Bonus | • Annual cash incentive based on rigorous, objective financial criteria • Alignment with short-term operating performance and strategy | • Target bonus is 60%-100% of base salary • Adjusted EBTIDA is sole performance metric • Reasonable cap for earned bonus of 0-200% of target bonus based on actual performance | • Annual performance | | Long-Term Annual long-term incentive with grant value ranging from 150%-250% of base salary | SARs (30% of annual grant value) | • Fosters ownership culture, motivating long-term performance and aligning long-term interests with stockholders • Significant upside, balanced against no value unless stock price is above strike price | • Upon vesting and exercise, receive Common Stock having a value equal to the spread between closing stock price and strike price • Grant value divided by grant date fair value (Black-Scholes model) to calculate SARs granted on grant date | • Four-year annual pro rata vesting | | | RSUs (70% of annual grant value) | • Fosters ownership culture, aligning long-term interests with stockholders • More limited upside value, and more protection on downside value | • Upon vesting, receive one share of Common Stock for each RSU • Grant value divided by grant date fair value (closing price on grant date) to calculate RSUs granted on grant date | • Four-year annual pro rata vesting, except three-year annual pro rata vesting for new hire grants |

  70. 2023 Compensation Elements

    In addition, our named executive officers are each party to an offer letter with our subsidiary Latham Pool Products and participate in the Severance Plan. See “—Offer Letters and Severance Plan” below for a description of specified terms of employment and “Named Executive Officer Compensation Tables— Potential Payments upon Termination of Employment or Change in Control” for the terms of the Severance Plan.

  71. 2023 CEO Earned and Realizable Compensation

    | | Base Salary | Bonus | 2023 Equity | Total | | Target Compensation | $456,000 | $456,000 | $1,125,000 | $2,037,000 | | Realizable Compensation | $456,000 | $0 | $639,237 | $1,095,237 | | Realizable vs. Target | 0% | -100% | -43% | -46% |

  72. Management Incentive Bonus Plan (“MIB Plan”)

    Management Incentive Bonus Plan (“MIB Plan”) During 2023, our named executive officers were eligible to participate in our annual performance-based MIB Plan. The annual target bonuses are determined as a percentage of their base salaries averaged on a pro rata basis for the plan year. Our Compensation Committee determined not to change the annual target bonuses as a percentage of base salary, but the target dollar value of the opportunity was impacted by the base salary changes noted above on a pro rata basis. The target bonus in 2022 and 2023, as a percentage of base salary and dollar value, for our named executive officers are set forth below.

  73. Management Incentive Bonus Plan (“MIB Plan”)

    | | Target Bonus | | | | | | Name | 2022 (as % of Base Salary) | 2022 ($) | 2023 (as % of Base Salary) | 2023 ($) | Change in $ (%) | | Scott M. Rajeski | 100 | 450,000 | 100 | 456,250 | 1.4 | | Joshua D. Cowley | — | — | 60 | 224,250 | — | | Patrick M. Sheller | — | — | 60 | 212,250 | — |

  74. Management Incentive Bonus Plan (“MIB Plan”)

    In the 2023 MIB Plan, named executive officers were eligible to earn 0% to 200% of their respective target bonus based on Company Adjusted EBITDA performance against the plan goals. Adjusted EBITDA Adjusted EBITDA is a key supplemental metric used by management and our Board to assess our financial performance, and the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. We believe it is also used by analysts, investors and other interested parties to evaluate companies in our industry. The Adjusted EBITDA performance goal under the 2023 MIB Plan was defined as reflected in our Annual Report as a supplemental performance measure. Adjusted EBITDA is defined as net income (loss) plus (i) depreciation and amortization, (ii) interest expense, (iii) income tax (benefit) expense, (iv) loss on sale and disposal of property and equipment, (v) restructuring charges, (vi) management fees, (vii) stock-based compensation expense, (viii) unrealized (gains) losses on foreign currency transactions, (ix) strategic initiative costs, (x) acquisition and integration related costs, (xi) other and (xii) IPO costs. See our Annual Report for additional information on the use and utility of Adjusted EBITDA, as well as its limitations.

  75. Management Incentive Bonus Plan (“MIB Plan”)

    | | 2024 Proxy Statement 46 |

  76. Management Incentive Bonus Plan (“MIB Plan”)

    For the 2023 MIB Plan, our Compensation Committee recommended and our Board approved the following payout scale for Adjusted EBITDA: • Threshold (0% payout) = $112.5 million • Target (100% payout) = $125 million • Maximum (200% payout) = $144 million • For actual performance between the specified levels, the percentage achievement and payout are determined on a linear interpolation basis. For 2023, the Company reported Adjusted EBITDA of $88.0 million, which is below the threshold payout level, and therefore our Compensation Committee determined that no bonus was earned.

  77. 2023 Annual Equity Awards

    2023 Annual Equity Awards In 2021, our Compensation Committee established an annual equity program under the 2021 Omnibus Equity Plan, including for our named executive officers. Equity awards continue to represent a significant portion of our named executive officers’ target compensation. The 2023 annual equity program consisted of RSUs (70% weighted) and stock-settled SARs (30% weighted). Our 2021 and 2022 annual equity program consisted solely of time-based stock options. However, our annual stock option grants in April 2021 and March 2022 were issued with an exercise price of $19.00 and $15.69, respectively, and therefore currently do not have any intrinsic value and have minimal retentive value. Our Compensation Committee determined that a new mix of equity would provide a better tool to attract and retain executives given the volatility of our shares of Common Stock and the challenging industry trends we expect in the near term. Our Compensation Committee sought to ensure that the 2023 equity awards would increase retention and retain economic value and therefore determined to allocate a significant portion of the annual equity program to RSUs. Our Compensation Committee also determined to provide some of the upside of stock options, but without some of the cash and tax challenges associated with stock option exercises, and therefore allocated a portion of the annual equity program to SARs. On March 1, 2023, our Compensation Committee approved the annual equity award grants to the named executive officers. The RSUs were granted as of such date. However, the Company did not have enough shares of Common Stock in the share pool of the 2021 Omnibus Equity Plan and therefore SARs grants to our executive officers were approved contingent on stockholder approval of the First Amendment to such plan (requesting an increase of 8 million shares available for issuance under such plan) at the 2023 annual meeting. On May 2, 2023, the SARs became effective without condition following the stockholder approval of the plan amendment. Our Compensation Committee, with advice from its independent compensation consultant, Pearl Meyer, regularly reviews our historical share usage and availability and considers such information in setting equity compensation levels. Our Compensation Committee administers and oversees our equity compensation practices to ensure they are reasonable, recognizing that equity awards dilute stockholder equity and must be used appropriately. Our Compensation Committee determined not to change the target annual equity as a percentage of base salary for 2023, and the 2023 base salary rate increase occurred after the equity award grants and therefore did not impact the target annual equity. The grant value for each named executive officer was based on a percentage of base salary. The grant values, as a percentage of base salary and dollar value, and RSUs and SARs granted to our named executive officers, in 2023 are set forth below.

  78. 2023 Annual Equity Awards

    | | 2024 Proxy Statement 47 |

  79. 2023 Annual Equity Awards

    | | Grant Value | | RSUs (70% weighted) | | SARs (30% weighted)(1) | | | Name | % of Base Salary | $ | Grant Value $ | #(2) | Grant Value $ | #(3) | | Scott M. Rajeski | 250 | 1,125,000 | 787,500 | 243,056 | 337,500 | 222,039 | | Joshua D. Cowley | 200 | 700,000 | 490,000 | 159,807 | 210,000 | 146,053 | | Patrick M. Sheller | 150 | 500,000 | 350,000 | 113,426 | 150,000 | 103,618 |

  80. 2023 Annual Equity Awards

    (1) The SARs have a strike price of $3.24, the closing price of our Common Stock on the contingent issuance date, March 1, 2023. (2) The number of RSUs granted were determined by dividing the grant value by the grant date fair value, which was the closing price of our Common Stock on the grant date, March 1, 2023. (3) The number of SARs granted were determined by dividing the grant value by the grant date fair value in accordance with the Black-Scholes model. 2021 Omnibus Equity Plan The 2021 Omnibus Equity Plan, as amended, includes provisions we believe are best practices for compensation and corporate governance purposes. The following provisions align with our stockholders’ interests: • Independent Administration. The 2021 Omnibus Equity Plan is administered by our Compensation Committee, which consists entirely of independent non-employee directors. Nasdaq rules permit controlled companies such as us not to have a fully independent Compensation Committee, but our Board has determined to implement such practice. • No Evergreen of Share Pool. The 2021 Omnibus Equity Plan does not include an automatic annual increase in the share pool without stockholder approval, which is a common practice among controlled companies and newly public companies. Therefore, we will seek stockholder approval prior to any future additional increases in the share pool. • No Liberal Share Recycling. Shares of Common Stock used to pay the exercise or strike price of stock options or SARs, respectively, or used to cover withholding taxes for any award, are not available for future grant. • Minimum Vesting Period. Awards are subject to a minimum vesting period of one year, subject to limited exceptions. • No Dividends on Unvested Awards, Stock Options and SARs. No dividends or other distributions are paid on unvested awards. Any accrued dividends or other distributions are paid only if such awards are earned and vested, and no dividends or other distributions will be paid with respect to outstanding stock options and SARs. • No Discounted Stock Options or SARs. The exercise or strike price of stock options or SARs, respectively, must be at least equal to the fair market value of our Common Stock on the date of grant (except in the limited case of substitute awards in connection with acquisition transactions). • Repricing of Stock Options and SARs is Not Allowed without Stockholder Approval. Other than in connection with specified corporate transactions, the 2021 Omnibus Equity Plan prohibits stock options and SARs to be repriced or exchanged for other awards unless stockholders approve the repricing or exchange. • No Tax Gross-Ups. The 2021 Omnibus Equity Plan does not provide for tax gross-ups. No Liberal Definition of Change in Control. A change-in-control under the 2021 Omnibus Equity Plan, which could trigger an acceleration of unvested awards, is not triggered unless a qualifying transaction is consummated, a third party acquires 50% or more of the Company’s outstanding voting securities or there is a change in more than half of the incumbent directors of our Board.

  81. 2023 Annual Equity Awards

    | | 2024 Proxy Statement 48 |

  82. 2023 Annual Equity Awards

    Our Compensation Committee Retains a Significant Clawback Right. Upon specified events, our Compensation Committee is authorized to terminate outstanding awards and recoup the benefits from previously vested, settled and exercised awards. • No Transferability. Awards generally cannot be transferred, except by will or the laws of descent and distribution, unless approved by our Compensation Committee. • Reasonable Annual Limits on Non-Employee Director Compensation. The 2021 Omnibus Equity Plan sets a reasonable limit as to the total compensation that non-employee directors generally may receive (for service as a non-employee director) during each year.

  83. Executive Clawback Policies

    2021 Omnibus Equity Plan As permitted by the 2021 Omnibus Equity Plan, our equity award agreements provide that our Compensation Committee may cancel an equity award if the participant, without our consent, has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any affiliate while employed by, or otherwise providing services to, the Company or any affiliate, including fraud or conduct contributing to any financial restatements or irregularities, or a violation of the restrictive covenants set forth therein (including non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement) or any similar restrictive covenant agreement with the Company or any affiliate (after giving effect to any applicable cure period). In such event, the participant will forfeit any compensation, gain or other value realized thereafter on the vesting, exercise or settlement of the equity award, the sale or other transfer of the equity award, or the sale of shares of Common Stock acquired in respect of the equity award, and must promptly repay such amounts to the Company. If the participant receives any amount in excess of what the participant should have received under the terms of the equity award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by our Compensation Committee, then the participant must promptly repay any such excess amount to the Company.

  84. Stock Ownership Guidelines

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($)(2) | Option Awards ($)(3) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Scott M. Rajeski President and Chief Executive Officer | 2023 | 456,000 | — | 337,499 | 787,501 | — | 20,996 | 1,601,996 | | | 2022 | 448,077 | — | 1,124,994 | — | 62,280 | 27,343 | 1,662,694 | | J. Mark Borseth Former Interim Chief Financial Officer and Former Strategic Advisor | 2023 | 389,135 | 150,000 | — | 852,848 | — | 212,664 | 1,604,647 | | Joshua D. Cowley Chief Commercial Officer | 2023 | 373,215 | — | 222,001 | 518,001 | — | 12,755 | 1,125,972 | | Patrick M. Sheller General Counsel and Secretary | 2023 | 353,600 | — | 157,499 | 367,500 | — | 13,184 | 891,783 |