DEF 14A of Latham Group, Inc., Mar 21, 2025

DEF 14A of Latham Group, Inc.

Filed Mar 21, 2025 · FY20240001104659-25-026389

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. Dear Fellow Stockholders: We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Latham Group, Inc. to be held on Thursday, May 1, 2025, at 8:00 a.m. Eastern Daylight Time at The Adelphi Hotel, 365 Broadway, Saratoga Springs, NY 12866. In 2024, we continued to outperform the U.S. in-ground pool market, succeeded in expanding margins despite lower utilization, and made investments that have positioned the Company for sales growth and accelerated profitability in 2025 and beyond. Our industry outperformance was driven by continued fiberglass share gains and increased awareness and adoption of automatic safety covers. As consumers continued to recognize the speed of installation, eco-friendly and cost savings advantages of fiberglass pools, this product category gained share again in 2024. And fiberglass pools represented 75% of Latham’s total in-ground pool sales in 2024. Our sales performance also benefited from the expansion of our automatic safety cover business in which we acquired Coverstar Central in August 2024. This accretive acquisition gives us access to Coverstar Central’s network of 400 pool builders and dealers through which we can advance the awareness and adoption of other Latham products. We expect these two key product lines to support continued growth in 2025. Another key growth initiative Latham progressed in 2024 is our planned expansion in the Sand States— Florida, Texas, Arizona, and California—which accounted for two-thirds of U.S. new in-ground pool starts, and approximately 17% of Latham’s fiberglass pool sales in 2024. Our strategy to pursue the Sand States opportunity includes expanding our fiberglass pool dealer base, focusing on master planned communities, developing products that align with demand in these markets, and launching marketing campaigns that target Sand States consumers and builders. As a result of our lean manufacturing and value engineering initiatives we saw gross margin and adjusted EBITDA margin expansion in 2024. With our significantly reduced cost structure, enabled by our lean and value engineering initiatives, Latham is positioned for increased profitability in 2025 and beyond. We concluded 2024 with a cash balance of $56 million providing us with substantial financial flexibility to grow our business. We enter 2025 in a strong competitive position. Under similar industry conditions to 2024, we believe our leadership in the growing fiberglass pool category, our expanding automatic safety cover business, growth opportunities in the Sand States and our improved cost structure should support another year of market outperformance. On behalf of our Board of Directors and the entire Latham team, thank you for your continued support. 2025 Annual Meeting of Stockholders Details regarding the business to be conducted at the 2025 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 2025 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 21, 2025 Latham Group, Inc. Notice of Annual Meeting of Stockholders to be held May 1, 2025 Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Latham Group, Inc., a Delaware corporation, will be held on Thursday, May 1, 2025, at 8:00 a.m. Eastern Daylight Time at The Adelphi Hotel, 365 Broadway, 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))

    | Proposal | | Board Recommendation | Proposal Discussion | | 1 | The election of three Class I 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. | FOR each nominee | Page 8 | | 2 | The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. | FOR | Page 38 |

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

    We will also consider and act upon such other business as may be properly brought before the Annual Meeting, although 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 5, 2025 are entitled to notice of, and to vote at, our Annual Meeting and any adjournment or postponement thereof. 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.

  6. 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 |

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

    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 21, 2025 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2025 The Notice of the 2025 Annual Meeting of Stockholders, the accompanying proxy statement for the 2025 Annual Meeting of Stockholders and our annual report to stockholders for the fiscal year ended December 31, 2024 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.

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

    | Proxy Summary | 1 | | Proposal One: Election of Class I Directors | 8 | | Board of Directors and Corporate Governance | 11 | | Board of Directors | 11 | | Class II Directors—Term Expiring at the 2026 Annual Meeting | 11 | | Class III Directors—Term Expiring at the 2027 Annual Meeting | 14 | | Qualifications, Attributes, Skills and Experience of our Directors | 16 | | Identifying and Evaluating Candidates for Director | 17 | | Director Independence | 18 | | Board Diversity | 18 | | Board Roles and Responsibilities | 19 | | Board Leadership | 19 | | Board Committees | 20 | | Meetings of Our Board | 26 | | Board’s Role in Risk Oversight | 26 | | Key Governance Policies | 27 | | Evaluations of Our Board and Committees | 28 | | Oversight of Environmental, Social and Governance | 28 | | Oversight of Human Capital Management | 29 | | Stockholder Engagement | 31 | | Communications with our Board | 31 | | Director Compensation | 32 | | Director Compensation Table for 2024 | 34 | | Report of our Audit Committee | 35 | | Other Audit Committee Matters | 37 | | Pre-Approval Policy and Procedures | 37 | | Independent Registered Public Accounting Firm Fees and Services | 37 | | Proposal Two: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2025 | 38 | | Executive Officers | 40 |

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

    | Named Executive Officer Compensation | 44 | | Executive Summary | 44 | | 2024 Compensation Determinations | 47 | | Compensation Policies and Practices | 51 | | Process for Making Compensation Determinations | 53 | | Peer Group Utilized for Benchmarking in 2024 | 54 | | Offer Letters and Severance Plan | 55 | | Initial 2025 Compensation Determinations | 55 | | Named Executive Officer Compensation Tables | 56 | | Summary Compensation Table for 2024 and 2023 | 56 | | Narrative Disclosure to Summary Compensation Table for 2024 and 2023 | 57 | | Outstanding Equity Awards as of December 31, 2024 | 58 | | Potential Payments upon Termination of Employment or Change in Control | 60 | | Certain Relationships and Related Party Transactions | 62 | | Security Ownership of Certain Beneficial Owners and Management | 65 | | Questions and Answers | 67 | | Equity Compensation Plans | 73 | | Delinquent Section 16(a) Reports | 73 | | Forward-Looking Statements | 73 | | Where You Can Find More Information | 74 | | Annual Report | 74 | | Other Matters | 75 |

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

    Non-GAAP Financial Measures. This Proxy Statement, including the preceding letter to stockholders, includes references to non-GAAP financial measures that exclude the impact of certain amounts. For definitions, supplemental information and reconciliations to the most directly comparable GAAP financial measures, see our Annual Report.

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

    | | 2025 Proxy Statement |

  12. 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 2025 Annual Meeting of Stockholders to be held on Thursday, May 1, 2025 (the “Annual Meeting”), and at any adjournment or postponement thereof. We are making this proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2024 (the “Annual Report”) available to our stockholders electronically via the Internet at www.proxyvote.com. On or about March 21, 2025, 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. 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 2024 operational and financial performance of Latham, you should review our Annual Report. Annual Meeting Information

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

    | Meeting Date | Time | Location | Record Date | | Thursday, May 1, 2025 | 8:00 a.m. EDT | The Adelphi Hotel, 365 Broadway, Saratoga Springs, NY 12866 | March 5, 2025 |

  14. 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.

  15. 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 |

  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

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

    | | 2025 Proxy Statement 1 |

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

    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 1,817 full-time employees across over 30 locations as of December 31, 2024. 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. Proposal One—Election of Class I Directors

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

    | Board Recommendation | Required Vote | | FOR each nominee | Plurality of votes cast |

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

    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 three Class I 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 I 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.

  21. 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* 73 | 2020 | Yes | Former President and Chief Executive Officer, Trex Company, Inc. | Audit Compensation | | DeLu Jackson 52 | 2023 | Yes | Executive Vice President and Chief Marketing Officer, ADT Inc. | Audit Nominating and Corporate Governance | | Mark P. Laven** 71 | 2020 | Yes | Former President and Chief Executive Officer, Latham Pool Products | Nominating and Corporate Governance (Chair) |

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

    * Chair of the Board of Directors ** Vice Chair of the Board of Directors

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

    | | 2025 Proxy Statement 2 |

  24. 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 key qualifications, attributes, skills and experience that our current directors contribute to our Board.

  25. 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 | | Finance or Accounting Experience | 6 | | Consumer Products Expertise | 5 | | Marketing and Brand Management Expertise | 5 | | 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 | 2 |

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

    | | 2025 Proxy Statement 3 |

  27. 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 program and determinations for our named executive officers in 2024. The following table sets forth a summary of key compensation governance matters for our current program.

  28. 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 • We use peer group and/or executive compensation survey data, which is reviewed and updated annually, as a component of establishing target annual compensation • Our 2021 Omnibus Plan aligns with stockholder interests and incorporates certain governance best practices, including no automatic annual increase in the share pool without stockholder approval, a minimum vesting period of one year (subject to limited exceptions), no liberal share recycling of stock options or stock appreciation rights (“SARs”), and no liberal change in control definition • We have adopted and applied rigorous, objective financial goals to our incentive programs to align with our business strategy and our stockholders; our Compensation Committee adopted an objective adjustment policy for our incentive programs • Annual equity awards represent a majority of the target annual compensation, a portion with time-based, four-year pro rata vesting (restricted stock units (“RSUs”)) and a portion that is performance-based with three-year cliff vesting (performance stock units (“PSUs”)) • Starting in 2024, we issued PSUs, in furtherance of pay-for-performance objectives • Our incentive programs each have a fixed payout cap of 200% of target • We have an equity grant policy for annual grants • In 2024, we performed a compensation risk assessment, with no material adverse finding • We are party to offer letters with named executive officers, which require restrictive covenants relevant to our business • We apply Clawback Policies for incentive compensation to our executive officers, including a Dodd-Frank compliant policy and a policy to address calculation errors • We utilize stock ownership guidelines for our named executive officers and non-employee directors | • 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 SARs |

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

    | | 2025 Proxy Statement 4 |

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

    2024 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 2024 compensation program for named executive officers consisted of a base salary, an annual cash bonus opportunity, and annual equity awards (consisting of RSUs and PSUs). Our Chief Executive Officer’s target annual compensation in 2024 generally was consistent with 2023, including: • A base salary of $465,000. • A target annual cash bonus of 100% of base salary. • Target annual equity awards of 250% of base salary. Based on Company performance for 2024: • He earned 144.0% of his target annual cash bonus, or $669,600, based on aggregate achievement of Net Sales (50% weighting) and Adjusted EBITDA margin percentage (50% weighting). • He earned 182.3% of his target PSUs, or 221,524 PSUs, based on the Adjusted EBITDA performance measure; the earned PSUs remain subject to cliff vesting on the third anniversary of the grant date. 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.

  31. 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 |

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

    | | 2025 Proxy Statement 5 |

  33. 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.

  34. 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 | • A director retirement provision in our Corporate Governance Guidelines, prohibiting nomination to a new term after age 75 (subject to limited waiver) • Active oversight of cybersecurity, data privacy and related risk mitigation activities, 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, short sales or pledging regarding our securities, and no using derivatives |

  35. 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. Dellaquila, 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 in-ground 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 ESG 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.”

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

    | | 2025 Proxy Statement 6 |

  37. 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 2025

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

    | Board Recommendation | Required Vote | | FOR | Majority of the voting power present in person or represented by proxy and entitled to vote |

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

    Our Board is seeking stockholder support to ratify the appointment of Deloitte & Touche LLP (“Deloitte & Touche”) as our independent registered public accounting firm for 2025. 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.

  40. 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, 2025, 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 2024 annual meeting |

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

    | | 2025 Proxy Statement 7 |

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

    General At our Annual Meeting, our stockholders will vote to elect the three Class I director nominees named in this proxy statement. Class I directors elected at our Annual Meeting will serve for three-year terms until our annual meeting of stockholders to be held in 2028 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. Class I Directors—Nominees for Election at our Annual Meeting Our Board nominated James E. Cline, DeLu Jackson and Mark P. Laven for election to our Board as Class I 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. Laven is a director designee of Pamplona. Our Nominating and Corporate Governance Committee recommended the appointment of the three 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 Messrs. Cline, Jackson and Laven 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 I 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.

  43. 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* 73 | 2020 | Yes | Former President and Chief Executive Officer, Trex Company, Inc. | Audit Compensation | | DeLu Jackson 52 | 2023 | Yes | Executive Vice President and Chief Marketing Officer, ADT Inc. | Audit Nominating and Corporate Governance | | Mark P. Laven** 71 | 2020 | Yes | Former President and Chief Executive Officer, Latham Pool Products | Nominating and Corporate Governance (Chair) |

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

    * Chair of the Board of Directors ** Vice Chair of the Board of Directors

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

    | | 2025 Proxy Statement 8 |

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

    | James E. Cline Chair of the Board Age: 73 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 chair 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. |

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

    | DeLu Jackson Age: 52 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. |

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

    | | 2025 Proxy Statement 9 |

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

    | Mark P. Laven Vice Chair of the Board Age: 71 Director Since: 2020 Committee Membership: • 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 Chair 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 Chair of Latham Pool Products’ board of directors and the previous President and Chief Executive Officer, and his extensive leadership experience in the pool industry. |

  50. 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.

  51. 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 I directors |

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

    | | 2025 Proxy Statement 10 |

  53. 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 I Directors” for biographical information on our Class I directors. The following sets forth biographical information regarding our Class II and III 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 II Directors—Term Expiring at the 2026 Annual Meeting

  54. 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) | | Frank J. Dellaquila(1) 68 | 2024 | Yes | Service as Board Director/ Manager; Former Senior Executive Vice President and Chief Financial Officer of Emerson Electric Co. | Audit (Chair) | | William M. Pruellage 51 | 2020 | Yes | Managing Partner, Pamplona | Compensation | | Scott M. Rajeski 58 | 2020 | No | President and Chief Executive Officer, Latham | None |

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

    Mr. Dellaquila was appointed to our Board on October 9, 2024, promptly filling an existing vacancy on our Board following the resignation by Mr. Robert D. Evans, a Class II director on October 9, 2024.

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

    | | 2025 Proxy Statement 11 |

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

    | Frank J. Dellaquila Age: 68 Director Since: 2024 Committee Membership: • Audit, Chair | Frank J. Dellaquila became a member of our Board in October 2024. Mr. Dellaquila served as the Senior Executive Vice President and Chief Financial Officer of Emerson Electric Co. (NYSE: EMR) (“Emerson”), a global technology and software company with a leading automation portfolio from November 2016 through May 2023. Mr. Dellaquila joined Emerson in 1991, and held several positions of increasing responsibility, including Corporate Vice President and Treasurer from 1991 to 2000, Senior Vice President and Chief Financial Officer of Emerson Motor Company from 2000 to 2004, Senior Vice President, Acquisitions and Development from 2004 to 2009, Senior Vice President and Chief Financial Officer from 2009 to 2012, and Executive Vice President and Chief Financial Officer from 2012 to 2016. Previously, Mr. Dellaquila served in various financial analyst and treasury roles of several global companies from 1978 to 1991. Mr. Dellaquila has served on the board of directors of Reliance, Inc. (NYSE: RS), a leading global diversified metal solutions provider, since October 2021 and also serves as chair of the audit committee. He has also served as a director and member of the finance committee of FM, Inc. (formerly known as FM Global Insurance Co.), a privately-held mutual insurance company, since December 2022. Mr. Dellaquila previously served on the board of directors and as a member of the finance and audit committees of Aptiv PLC (NYSE: APTV), a global technology company, from December 2017 to April 2020. Mr. Dellaquila holds a Bachelor of Science degree in accounting from Fordham University College of Business Administration and a Master of Business Administration degree in finance from Columbia University Graduate School of Business. We believe Mr. Dellaquila is qualified to serve as a member of our Board because of his significant financial, corporate development and accounting roles over 45 years, including 14 years of service as the chief financial officer of a large global public company, and his experience of serving on boards and audit committees of multiple public and private 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))

    | | 2025 Proxy Statement 12 |

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

    | William M. Pruellage Age: 51 Director Since: 2020 Committee Membership: • 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 Loparex, a global manufacturer of engineered films and release liners, BFG Supply, a national distributor of consumables, greenhouse durables, and technical equipment to the green industry, CSC ServiceWorks, Inc., a provider of commercial laundry services and air vending solutions, 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: 58 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))

    | | 2025 Proxy Statement 13 |

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

    Class III Directors—Term Expiring at the 2027 Annual Meeting

  63. 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 57 | 2021 | Yes | Chief Human Resources Officer, Xerox; Executive Vice President of Xerox Holdings Corporation | Compensation (Chair) | | Brian Pratt 30 | 2023 | Yes | Vice President, Pamplona Capital Management, LLC | Nominating and Corporate Governance |

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

    | Suzan Morno-Wade Age: 57 Director Since: 2021 Committee Membership: • Compensation, Chair | Suzan Morno-Wade became a member of our Board in March 2021. Ms. Morno-Wade is a seasoned Chief Human Resources Officer (“CHRO”), Executive, and Board Director with a robust human capital and finance background. Recently she served as Executive Vice President and CHRO of Xerox Holdings Corporation (NASDAQ: XRX), a global print and document products and services company from November 2018 to April 2024. Prior to Xerox, she served in executive leadership roles at Hess Corporation (NYSE: HES), a global independent energy company. Throughout her career, Ms. Morno-Wade has worked across a broad spectrum of industries including technology, industrial and consumer goods, and oil and gas. Ms. Morno-Wade has held progressive senior roles in Fortune 500 companies, showcasing her ability to drive impactful change and deliver results at the highest levels of corporate leadership. Ms. Morno-Wade obtained a Bachelor’s of Science degree from the University of Illinois and a Financial Management Program certificate from General Electric Company. In 2024, she achieved a directorship certification from the National Association of Corporate Directors. Ms. Morno-Wade also serves as an Independent Director and Chair of the Compensation and Leadership Development Committee of Veritiv Holdings, Inc., a provider of packaging, print and facility solutions. We believe Ms. Morno-Wade is qualified to serve as a member of our Board because of her deep global experience as a CHRO in a public company with over 25,000 employees in 100+ countries. Additionally, she has experience managing C-level successions and transitions, leading corporate and functional transformations, guiding organizations through various business stages and navigating shareholder activism. For over two decades, Ms. Morno-Wade has been a trusted business partner to CEOs, senior leaders and Boards and her expertise in developing human capital strategies has enhanced both employee engagement and business performance. |

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

    | | 2025 Proxy Statement 14 |

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

    | Brian Pratt Age: 30 Director Since: 2023 Committee Membership: • 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 on the board of several other companies, including BFG Supply, a national distributor of consumables, greenhouse durables, and technical equipment to the green industry, CSC ServiceWorks, Inc., a provider of commercial laundry services and air vending solutions, Loparex, a global manufacturer of engineered films and release liners, and Savista, an end-to-end revenue cycle management business. 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. |

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

    | | 2025 Proxy Statement 15 |

  68. 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.

  69. 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 perspective in enterprise leadership, business strategy, risk identification and mitigation, and day-to-day execution of important operational, organizational, and policy activities. | 7 | | 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 | | 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. | 5 | | 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. | 5 | | 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. | 2 |

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

    | | 2025 Proxy Statement 16 |

  71. 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 Nominating and Corporate Governance Committee considers recommendations of director candidates from a range of sources, provided any recommendations are validly made in accordance with our governance documents and applicable law, and the Nominating and Corporate Governance Committee does not evaluate director candidates differently based on the source of the recommendation. 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, 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.

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

    | | 2025 Proxy Statement 17 |

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

    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 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.

  74. Succession Planning

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | James E. Cline | 125,000 | 125,000 | 250,000 | | Frank J. Dellaquila (3) | 21,863 | — | 21,863 | | Robert D. Evans (4) | 73,397 | — | 168,396 | | Alexander L. Hawkinson (4) | — | — | — | | DeLu Jackson | 75,000 | 94,999 | 169,999 | | Mark P. Laven | 85,000 | 94,999 | 179,999 | | Suzan Morno-Wade | 90,000 | 94,999 | 184,999 | | Brian Pratt (5) | — | — | — | | William M. Pruellage (5) | — | — | — |

  75. Succession Planning

    (1) The amounts in this column represent the value of the annual cash Board and Committee retainers earned by directors in 2024. The cash retainers for the fourth quarter of 2024 were paid in January 2025. (2) The amounts reported in this column represent the grant date fair value of RSUs granted to each person in 2024 under the 2021 Omnibus Equity Plan. The grant date fair value of the RSUs is calculated as of the closing price of our Common Stock as quoted on Nasdaq on the grant date multiplied by the number of shares subject to the award. We do not pay fractional shares. (3) Mr. Dellaquila was appointed to our Board effective October 9, 2024. (4) Mr. Hawkinson and Mr. Evans resigned from our Board effective February 21, 2024 and October 9, 2024, respectively. (5) Mr. Pratt and Mr. Pruellage, as employees of Pamplona, waived their respective rights to receive compensation as a non-employee director. At December 31, 2024, the following directors held the following amount of RSUs: Mr. Cline, 48,077; Messrs. Jackson and Laven, and Ms. Morno-Wade, 36,538.

  76. Succession Planning

    | | 2025 Proxy Statement 34 |

  77. Succession Planning

    Report of our Audit Committee Our Audit Committee’s purpose is to assist our Board in generally overseeing, among other things, the integrity of our financial reporting and internal control functions, to review our reports filed with or furnished to the SEC that include financial statements or results, to monitor compliance with significant legal and regulatory requirements and other risks related to financial reporting and internal control, and to appoint, retain, compensate, and oversee the scope of work and planned procedures of our independent registered public accounting firm, which is currently Deloitte & Touche. See “Other Audit Committee Matters” below for a description of our Audit Committee’s pre-approval policies regarding the services of Deloitte & Touche. Our Audit Committee relies on the expertise and knowledge of management, members of our internal audit/ risk function, and the independent registered public accounting firm in carrying out its oversight responsibilities. Management is responsible for the preparation, presentation and integrity of our financial statements, accounting and financial reporting principles, internal controls and compliance with applicable laws and regulations. Deloitte & Touche, as our independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (U.S.) (“PCAOB”) and for expressing its opinion thereon. Key Responsibilities In fulfilling its oversight responsibilities regarding our financial statements for 2024, our Audit Committee: • Reviewed and discussed with management and Deloitte & Touche our unaudited quarterly financial statements included in Quarterly Reports on Form 10-Q filed with the SEC. • Periodically reviewed and discussed with management and Deloitte & Touche our earnings press releases, earnings guidance and the use of non-GAAP information. • Reviewed and discussed with Deloitte & Touche the overall scope of work and planned procedures for its audit for 2024. • Reviewed and discussed with management and Deloitte & Touche the audited consolidated financial statements, and Deloitte & Touche’s opinion thereon, included in the Annual Report on Form 10-K for 2024 filed with the SEC and the annual report to stockholders for 2024. • Evaluated our critical accounting policies and procedures and significant judgments and estimates, and changes in our accounting practices, principles, controls and methodologies, relating to our financial statements. • Reviewed with management and Deloitte & Touche the significant risks and exposures identified by management and the overall adequacy and effectiveness of our legal, regulatory and compliance programs. • Discussed with Deloitte & Touche the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. Received the written disclosures and the letter from Deloitte & Touche required by the applicable requirements of the PCAOB regarding Deloitte & Touche’s communications with our Audit Committee concerning independence, and discussed with Deloitte & Touche its independence with respect to us, including any relationships which may impact its objectivity and independence and whether the provision of specified non-audit services was compatible with its independence under current guidelines.

  78. Succession Planning

    | | 2025 Proxy Statement 35 |

  79. Succession Planning

    Report of our Audit Committee Recommendation of Our Audit Committee Based on our Audit Committee’s review and discussions noted above, our Audit Committee recommended to our Board, and our Board approved, that our audited consolidated financial statements be included in our Annual Report on Form 10-K for 2024, which was filed with the SEC on March 5, 2025. Our Audit Committee also appointed Deloitte & Touche as our independent registered public accounting firm for 2025. Frank J. Dellaquila, Chair James E. Cline DeLu Jackson

  80. Succession Planning

    | | 2025 Proxy Statement 36 |

  81. Succession Planning

    Other Audit Committee Matters Pre-Approval Policy and Procedures Our Audit Committee has the sole authority to review and pre-approve all audit and non-audit services to be provided by our independent registered public accounting firm, or any other auditors as permitted by applicable law, as well as all related fees and other terms of engagement, to ensure the provision of these services do not impair such auditor’s independence. Our Audit Committee has considered the nature and amount of the fees billed by Deloitte & Touche and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining Deloitte & Touche’s independence. If a product or service arises that has not been pre-approved by our Audit Committee, our Audit Committee has delegated to the Chair of our Audit Committee the authority to consider and pre-approve any such product or service between regular meetings of our Audit Committee. Any interim approvals granted by the Chair of our Audit Committee are reported to our Audit Committee at its next regularly scheduled meeting. Independent Registered Public Accounting Firm Fees and Services The following table presents fees for professional audit services rendered by Deloitte & Touche for the audit of our consolidated financial statements, and fees billed for other services rendered by Deloitte & Touche, for 2024 and 2023.

  82. Succession Planning

    | | 2024 ($) | 2023 ($) | | Audit fees (1) | 1,027,000 | 920,000 | | Audit-related fees | — | — | | Tax fees (2) | 14,930 | 13,500 | | All other fees | — | — | | Total fees | 1,041,930 | 933,500 |

  83. Succession Planning

    (1) Audit fees in 2024 and 2023 included fees related to the annual audit of our financial statements, review of quarterly financial statements, and professional consultations with respect to accounting issues directly related to the financial statement audit. Tax fees in 2024 and 2023 consisted of fees in connection with tax compliance and preparation relating to tax returns.

  84. Succession Planning

    | | 2025 Proxy Statement 37 |

  85. Succession Planning

    Proposal Two: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2025 Our Audit Committee has ultimate authority and responsibility to appoint, compensate, evaluate and, when appropriate, replace our independent registered public accounting firm. Our Audit Committee conducted a competitive process to select an independent registered public accounting firm for 2020, and Deloitte & Touche was selected and appointed at such time. Our Audit Committee has continued its engagement with Deloitte & Touche since such appointment. For the reasons noted below, our Audit Committee has reappointed Deloitte & Touche as our independent registered public accounting firm for 2025. Support for Recommendation In determining that retaining Deloitte & Touche for 2025 was in the best interests of us and our stockholders, our Audit Committee reviewed: • Efficiencies of continued engagement—Our Audit Committee, management and Deloitte & Touche have invested significant time, resources and money to ensure a successful transition and ongoing engagement. • Audit effectiveness—Deloitte & Touche’s performance on our audit and non-audit work for 2024 and management’s assessment of such performance. • Expertise and industry knowledge—Deloitte & Touche’s qualifications, independence, capabilities, and expertise, evident through its audit planning and reports, industry knowledge, resources and staffing, objectivity and professional skepticism. • External data on audit quality and performance—Results of recent PCAOB reports on Deloitte & Touche and peer firms and improvements made from period to period. • Reasonableness of fees—The terms of the audit engagement, including the reasonableness of audit and non-audit fees charged taking into account the breadth and complexity of services provided, as well as the efficiency achieved in performing such services. • Communication—The quality of Deloitte & Touche’s communications to and interactions with our Audit Committee at meetings and the Chair of our Audit Committee between meetings. • Ratification Proposal at 2024 annual meeting—At the 2024 annual meeting, over 99% of stockholder votes supported the ratification of the appointment of Deloitte & Touche to serve as the independent registered public accounting firm for 2024. Advisory Vote Our Audit Committee appoints our independent registered public accounting firm, and your ratification of the appointment of Deloitte & Touche is not necessary. However, our Audit Committee will take your vote on this proposal into consideration when appointing our independent registered public accounting firm in the future. Even if the stockholders ratify the appointment of Deloitte & Touche, our Audit Committee may in its sole discretion terminate the engagement of Deloitte & Touche and direct the appointment of another independent auditor at any time during the year, although it has no current intent to do so.

  86. Succession Planning

    | | 2025 Proxy Statement 38 |

  87. Succession Planning

    Proposal Two: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2025 Representatives of Deloitte & Touche will attend our Annual Meeting, will have the opportunity to make a statement, if they desire to do so, and will be available to answer appropriate questions from stockholders.

  88. Succession Planning

    | Our Board recommends that our stockholders vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2025 |

  89. Succession Planning

    | | 2025 Proxy Statement 39 |

  90. Succession Planning

    The following table sets forth information with respect to our executive officers as of March 21, 2025.

  91. Succession Planning

    | Name | Age | Position(s) | | Scott M. Rajeski | 58 | Director, President and Chief Executive Officer | | Sanjeev Bahl | 54 | Chief Operating Officer | | Joshua D. Cowley | 48 | Chief Commercial Officer | | Kaushal B. Dhruv | 49 | Chief Information Officer and Chief Information Security Officer | | Oliver C. Gloe | 50 | Chief Financial Officer | | Patrick M. Sheller | 63 | General Counsel and Secretary | | Nikki Vaughan Maczko | 61 | Chief Human Resources Officer |

  92. Succession Planning

    See “Board of Directors and Corporate Governance—Class II Directors—Term Expiring at the 2026 Annual Meeting” for a description of the business experience of Scott Rajeski.

  93. Succession Planning

    | Sanjeev Bahl Chief Operating Officer | Sanjeev Bahl was appointed as our Chief Operating Officer, effective in January 2022. Mr. Bahl has more than 20 years of experience in global operations, supply chain and procurement. Prior to joining us, Mr. Bahl served as Vice President of Global Operations at Newell Brands since 2019, where he was responsible for all aspects of multi-site, global operations including manufacturing, distribution, transportation, procurement, customer service, inventory management, complexity reduction & supplier quality. Prior to that, Mr. Bahl was Vice President of Global Procurement and Supply Chain at Danaher from 2015 to 2019. Mr. Bahl started his career as a consulting engineer at SPECS where he designed electrical systems for chemical processing plant projects and has since then served in leadership roles across a variety of companies including United Technologies, Stanley, Black & Decker and more. Mr. Bahl holds a Bachelor of Science degree in Electrical Engineering from Delhi College of Engineering, New Delhi, India and a Master of Business Administration degree from York University in Toronto, Canada. |

  94. Succession Planning

    | | 2025 Proxy Statement 40 |

  95. Succession Planning

    | Joshua D. Cowley Chief Commercial Officer | Joshua D. Cowley has served as our Chief Commercial Officer since March 2021. Prior to joining us, Mr. Cowley held several executive leadership roles at Stanley Black & Decker, (NYSE: SWK), a manufacturer of industrial tools and household hardware and provider of security products, from 2005 to 2020. Key executive roles during his tenure at Stanley Black & Decker included president & GM NA Retail and Global Licensing, President & GM Global Industrial Business, President US Sales & Marketing, and VP US Channel Marketing. Mr. Cowley also spent several years at Newell Rubbermaid (Nasdaq: NWL), a manufacturer, marketer and distributor of consumer and commercial products, from 2001 to 2005 advancing early in his career across several sales and marketing related roles within the company. Mr. Cowley holds a Bachelor of Arts in Exercise and Sports Science from the University of North Carolina. | | Kaushal B. Dhruv Chief Information Officer and Chief Information Security Officer | Kaushal B. Dhruv has served as Chief Information Officer of Latham Pool Products since March 2020, as our Chief Information Officer since December 2020, and as our Chief Information Security Officer since October 2023. Prior to joining us, Mr. Dhruv served as a Director Technology Risk Management and Systems Integration at KPMG US, a global network of professional firms providing audit, tax and advisory services, from 2004 to 2020. As a C-Level Executive, Mr. Dhruv has over 25 years of experience in Information Technology, diversified across Consulting (Big 4) and corporate roles. Mr. Dhruv has an established track record of achieving exceptional results and leading world class IT organizations across Manufacturing, Government, Power Utilities, Telecommunications, Pharmaceuticals, HealthCare, Insurance and Financial/Banking Institutions. Mr. Dhruv holds a Master’s in Information Management degree from Syracuse University, a Master’s degree in Business Management from the Martin J. Whitman School of Management at Syracuse University, a Bachelor’s degree in Computer Engineering from the Pune Institute of Computer Technology, and a Diploma in electronics and telecommunications engineering from the University of Mumbai. He also is a certified project manager, certified information systems auditor, certified information systems security professional, certified in enterprise governance of IT, a certified cloud professional, a certified data privacy solutions professional and certified in risk information systems and controls. |

  96. Succession Planning

    | | 2025 Proxy Statement 41 |

  97. Succession Planning

    | Oliver C. Gloe Chief Financial Officer | Oliver C. Gloe has served as the Chief Financial Officer of the Company since November 2023, and served as the Vice President, Finance of the Company and Latham Pool Products, Inc. from October to November 2023. From May 2022 to March 2023, Mr. Gloe served as the Chief Financial Officer of the Outdoors & Security business unit of Fortune Brands Innovations (NYSE: FBIN), a home, security and commercial building products company. In such capacity, he led the financial operations of a $2.5 billion business, including refining and implementing its growth strategy, driving continuous improvement and developing the finance organization. Previously, from February 2020 to September 2021, Mr. Gloe was the Chief Financial Officer of the Global Operations business unit of Stanley Black & Decker (NYSE: SWK), a global manufacturer of tools and outdoor operating manufacturing facilities. In this role, Mr. Gloe was responsible for the transformation of global operations to improve customer focus, advance digitalization, increase return on invested capital and improve leverage of scale. From July 2013 to December 2020, Mr. Gloe held various finance roles at The Goodyear Tire & Rubber Company (Nasdaq: GT), a global tire manufacturing company, including as Vice President Finance, Americas from July 2018 to December 2020. Previously, Mr. Gloe served as Chief Financial Officer, Europe and Mediterranean, of General Cable, a global cable manufacturing company, from 2011 to 2013. From 2000 until 2011, Mr. Gloe held various finance and financial planning roles at Hexion Specialty Chemicals, a global producer of adhesives and coating materials. Mr. Gloe holds a Bachelor of Business Administration degree in finance from European University in Montreux, Switzerland and his Master of Business Administration degree in finance and international management from Thunderbird, American Graduate School of International Management in Phoenix, Arizona. | | Patrick M. Sheller General Counsel and Secretary | Patrick M. Sheller has served as our General Counsel and Secretary since August 2022. Mr. Sheller is responsible for managing Latham’s legal and compliance function and for advising senior management and our Board on securities law, corporate governance, mergers and acquisitions, financings, complex commercial contracts, antitrust, corporate compliance, litigation, intellectual property, labor and employment, and international matters. Prior to joining us, Mr. Sheller advised public companies on securities law and corporate governance matters as an independent consultant from October 2021 to August 2022. From July 2018 to September 2021, Mr. Sheller served as Executive Vice President, General Counsel and Chief Compliance Officer for Mauser Packaging Solutions, a multinational industrial container business. Mr. Sheller served as Senior Vice President, General Counsel & Secretary for Mead Johnson Nutrition Company (NYSE: MJN) from January 2015 until its acquisition by Reckitt Benckiser Group plc in June 2017 and served as General Counsel, Secretary & Chief Administrative Officer for Eastman Kodak Company (NYSE: KODK) from September 2011 until January 2015. During his 21-year career with Kodak, Mr. Sheller also served as Deputy General Counsel, Chief Compliance Officer, Division Counsel to the company’s former Health Group, Chief Antitrust Counsel, and International Counsel to the company’s European, African and Middle Eastern Region. He also held strategic planning and operating roles in Kodak’s former Health Care Information Systems business. Prior to joining Kodak, Mr. Sheller was engaged in private law practice with McKenna, Connor & Cuneo (now part of Dentons) in Washington, D.C. Mr. Sheller began his legal career with the Federal Trade Commission in Washington, D.C., serving as Attorney Advisor to the Chair and as a Staff Attorney in the Commission’s Bureau of Competition. He earned his law degree from Albany Law School in Albany, New York and is a graduate of St. Lawrence University in Canton, N.Y. |

  98. Succession Planning

    | | 2025 Proxy Statement 42 |

  99. Succession Planning

    | Nikki Vaughan Maczko Chief Human Resources Officer | Nikki Vaughan Maczko has served as our Chief Human Resources Officer since May 2024. Over her 25-year career, Ms. Vaughan has served in a variety of human resources leadership roles with a demonstrated track-record of developing organizational and talent strategies. Prior to joining us, Ms. Vaughan was the Chief People Officer at Sedron Technologies, LLC, a manufacturer of specialized water and waste cleaning machines, where she focused on scalability and organizational development from April 2023 to May 2024. Ms. Vaughan previously served as the Senior Vice President of People in the Rental Solutions division of Aggreko Ltd, a global energy solutions business, where she led human resources practices for 2,700 employees across North America, Europe, and Australia from February 2017 to April 2022. Prior to Aggreko, Ms. Vaughn served as the Vice President of Human Resources in the Enterprise Services division of Hewlett-Packard Enterprise Company (NYSE: HPQ), an enterprise information technology company, from January 2011 to January 2017. From June 1999 to December 2010, she also served in various roles of increasing responsibility, most recently as Global Human Resources Leader, at Hewitt Associates, Inc., a compensation consulting firm, which was acquired by Aon Corporation in 2010. Ms. Vaughan holds a Master of Business Administration degree from the University at Albany. |

  100. Succession Planning

    | | 2025 Proxy Statement 43 |

  101. Succession Planning

    This section provides an overview of our compensation program for our Chief Executive Officer and our other executive officers named below (our “named executive officers”). The compensation program for our named executive officers generally is consistent with the compensation program with other executive officers, and our Compensation Committee generally designs and administers the compensation program for our named executive officers and the other executive officers as a group.

  102. Succession Planning

    | Name | Title in 2024 | | Scott M. Rajeski | President and Chief Executive Officer | | Joshua D. Cowley | Chief Commercial Officer | | Oliver C. Gloe | Chief Financial Officer |

  103. Succession Planning

    Mr. Gloe was not a named executive officer in 2023, and therefore his compensation information prior to 2024 has been excluded. Executive Summary

  104. Fiscal Year 2024 Compensation Highlights

    Annual Cash Bonus Plan: The Company reported 2024 Net Sales of $508.5 million, which corresponded to a payout of 88.0% of target, and 2024 Adjusted EBITDA margin percentage of 15.8%, which corresponded to a payout of 200% of target, in each case, after excluding the impact of acquisitions and divestitures on Net Sales and Adjusted EBITDA margin in accordance with the objective adjustment policy that applies to our incentive programs. In aggregate, based on the equal weighting of each component, each named executive officer received 144.0% of their target annual cash bonus. 2024 Annual Equity Awards: In furtherance of our Compensation Committee’s goal to increase the focus on performance-based goals, it approved the first-time implementation of PSUs to replace stock-settled SARs, while continuing to utilize RSUs for each named executive officer. The RSUs have annual pro rata vesting on the anniversary of the grant date over a four-year period. The PSUs vest after three years. We established a 2024 Adjusted EBITDA target as it was difficult to forecast 3 year targets in the context of uncertainty in the current inflationary, high interest rate environment. The 2024 PSUs were earned at 182.3% of target after excluding the impact of acquisitions and divestitures on Adjusted EBITDA in accordance with the objective adjustment policy that applies to our incentive programs, but will remain unvested until 2027.

  105. 2024 Compensation Elements

    2024 Compensation Elements 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 2024 compensation program for named executive officers consisted principally of a base salary, an annual cash bonus opportunity, and annual equity awards. • The annual cash bonus plan was revised in 2024 to utilize two components that are aligned with the Company’s focus on profitable growth: Net Sales (50% weighting) and Adjusted EBITDA margin percentage (50% weighting). In 2023, the annual cash bonus plan utilized a single performance metric, Adjusted EBITDA. Our Compensation Committee added an additional performance metric and amended the performance weighting in 2024 to better align incentives and short-term operating performance in light of challenging macroeconomic and geopolitical conditions. In 2024, the annual equity program was revised to consist of RSUs and PSUs. In 2023, the annual equity program consisted of RSUs and stock-settled SARs. Our Compensation Committee implemented PSUs in lieu of stock-settled SARs in 2024 to increase the focus of annual equity awards on performance-based goals.

  106. 2024 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 | | | Annual Cash Bonus | • Annual cash incentive based on rigorous, objective financial criteria • Alignment with short-term operating performance and strategy | • Target annual bonus is 60%-100% of base salary • Performance metrics include Net Sales (50% weighting) and Adjusted EBITDA margin percentage (50% weighting) • Reasonable cap for earned bonus of 0-200% of target annual bonus based on actual performance | • Annual performance | | Long-Term Annual equity awards with grant value ranging from 150%-250% of base salary | PSUs (30% of annual grant value for target PSUs) | • Fosters ownership culture, aligning long-term interests with stockholders • Motivates and rewards significant company performance • Reinforces retention | • Performance metric is Adjusted EBITDA • Reasonable cap for earned PSUs of 0-200% of target based on actual performance • 20% payout threshold | • One-year performance period • Three-year cliff 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 |

  107. 2024 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.

  108. 2024 CEO Earned and Realizable Compensation

    2024 CEO Earned and Realizable Compensation Our CEO’s realizable compensation for 2024 is higher than his target annual compensation as demonstrated in the table below. 2024 realizable compensation reflects above target incentive plan payouts, commensurate with performance, and improved stock price performance year-over-year. Target annual compensation is the sum of his base salary, target annual cash bonus and the reported grant date value of RSUs and PSUs in 2024. Realizable compensation is the sum of his base salary, annual cash bonus payout for 2024 performance and the current intrinsic value of his 2024 RSUs and PSUs.

  109. 2024 CEO Earned and Realizable Compensation

    | | Base Salary | Bonus(1) | 2024 Equity(2) | Total | | Target Compensation | $465,000 | $465,000 | $1,162,500 | $2,092,500 | | Realizable Compensation | $465,000 | $669,600 | $3,515,225 | $4,649,825 |

  110. 2024 CEO Earned and Realizable Compensation

    (1) Realizable compensation reflects amounts actually paid as reported in the “Non-Equity Incentive Plan Compensation” column of the “Named Executive Officer Compensation Tables—Summary Compensation Table for 2024 and 2023” below. See “— 2024 Compensation Determinations—Annual Cash Bonus Plan” below for a discussion of the target annual bonus for 2024, as well as the Company’s methodology for determining how the earned 2024 annual bonus was calculated. (2) Realizable compensation reflects the sum of (i) the number of RSUs granted in 2024 and (ii) the number of PSUs earned for the performance period ended December 31, 2024, subject to cliff vesting on the third anniversary of the grant date, multiplied by the closing price of our common stock on December 31, 2024 ($6.96 per share). See “—2024 Compensation Determinations—2024 Annual Equity Awards” below for a discussion of the target annual equity awards for 2024, as well as the Company’s methodology for determining how the earned 2024 annual equity awards were calculated. 2024 Compensation Determinations

  111. Annual Cash Bonus Plan

    Annual Cash Bonus Plan For 2024, our named executive officers were eligible to participate in our annual cash bonus plan, formally the Management Incentive Bonus Plan. The target annual 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 target annual 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 annual bonus in 2023 and 2024, as a percentage of base salary and dollar value, for our named executive officers are set forth below.

  112. Annual Cash Bonus Plan

    | | Target Annual Bonus | | | | | | Name | 2023 (as % of Base Salary) | 2023 ($) | 2024 (as % of Base Salary) | 2024 ($) | Change in $ (%) | | Scott M. Rajeski | 100 | 456,000 | 100 | 465,000 | 2.0 | | Joshua D. Cowley | 60 | 224,250 | 60 | 235,800 | 5.2 | | Oliver C. Gloe | N/A | N/A | 60 | 252,000 | N/A |

  113. Annual Cash Bonus Plan

    For 2024, named executive officers were eligible to earn 0% to 200% of their respective target annual bonus based on Company Net Sales (50% weighting) and Adjusted EBITDA margin percentage (50% weighting) performance against the plan goals. See “Non-GAAP Performance Metrics in 2024 Annual Cash Bonus Plan and PSU Awards” below for definition and additional information on Adjusted EBITDA margin. For 2024, our Compensation Committee recommended and our Board approved the below payout scale for Net Sales and Adjusted EBITDA margin percentage, respectively. For actual performance between the specified levels, the percentage achievement and payout are determined on a linear interpolation basis.

  114. Annual Cash Bonus Plan

    | | Weight (%) | Threshold (0% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Net Sales ($ millions) | 50 | 410.1 | 512.7 | 563.9 | | Adjusted EBITDA Margin (%) | 50 | 10.0 | 12.7 | 14.2 |

  115. Annual Cash Bonus Plan

    The Company reported 2024 Net Sales of $508.5 million, which corresponded to a payout of 88.0% of target, and Adjusted EBITDA margin of 15.8%, which corresponded to a payout of 200% of target, in each case, after excluding the impact of acquisitions and divestitures on Net Sales and Adjusted EBITDA margin in accordance with the objective adjustment policy that applies to our incentive programs. In aggregate, based on the equal weighting of each component, each named executive officer received 144.0% of their target annual cash bonus. As a result, each of Mr. Rajeski, Mr. Cowley and Mr. Gloe earned a 2024 annual cash bonus as follows:

  116. Annual Cash Bonus Plan

    | Name | 2024 Annual Cash Bonus ($) | | Scott M. Rajeski | 669,600 | | Joshua D. Cowley | 339,552 | | Oliver C. Gloe | 362,880 |

  117. Annual Cash Bonus Plan

    | | 2025 Proxy Statement 48 |

  118. 2024 Annual Equity Awards

    2024 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. The 2021 Omnibus Equity Plan includes provisions we believe are best practices for compensation and corporate governance purposes and align with our stockholders’ interests. Equity awards continue to represent a majority of our named executive officers’ target annual compensation. 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. Historical Equity Award Programs. Since our initial public offering in April 2021, it has been the intent of our Compensation Committee to implement and maintain an annual equity program reflective of our growth as a public company, and to gradually phase in performance-based goals to our annual equity program. As a new public company, our 2021 and 2022 annual equity program consisted solely of time-based stock options. In 2023, the annual equity program consisted of RSUs (70% of grant value) and stock-settled SARs (30% of grant value). 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. 2024 Equity Award Program. In furtherance of our Compensation Committee’s goal to increase the focus on performance-based goals, it approved the first-time implementation of PSUs to replace stock-settled SARs, while continuing to utilize RSUs for each named executive officer. The PSUs vest after three years and are earned based on Adjusted EBITDA performance during 2024. The RSUs have annual pro rata vesting on the anniversary of the grant date over a four-year period. In March 2024, our Compensation Committee approved the annual equity grants to the named executive officers. The RSUs and PSUs were granted as of such approval date. The grant value for each named executive officer was based on a percentage of base salary, which did not change in 2024 for any continuing named executive officer. The grant values, as a percentage of base salary and dollar value, and RSUs and target PSUs granted to our named executive officers, in 2024 are set forth below. See “Non-GAAP Performance Metrics in 2024 Annual Cash Bonus Plan and PSU Awards” below for the definition and additional information on Adjusted EBITDA.

  119. 2024 Annual Equity Awards

    | | Grant Value | | RSUs (70% of grant value) | | Target PSUs (30% of grant value) | | | Name | % of Base Salary | $ | Grant Value $ | #(1) | Grant Value $ | #(1) | | Scott M. Rajeski | 250 | 1,162,500 | 813,750 | 283,537 | 348,750 | 121,516 | | Joshua D. Cowley | 200 | 786,000 | 550,200 | 191,707 | 235,800 | 82,160 | | Oliver C. Gloe | 150 | 630,000 | 441,000 | 153,659 | 189,000 | 65,854 |

  120. 2024 Annual Equity Awards

    (1) The number of RSUs and target PSUs 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 15, 2024. For the 2024 PSUs, our Compensation Committee recommended and our Board approved the below payout scale for Adjusted EBITDA. For actual performance between the specified levels, the percentage achievement and payout are determined on a linear interpolation basis.

  121. 2024 Annual Equity Awards

    | | Weight (%) | Threshold (0% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Adjusted EBITDA ($ millions) | 100 | 41.0 | 65.0 | 80.0 |

  122. 2024 Annual Equity Awards

    | | 2025 Proxy Statement 49 |

  123. 2024 Annual Equity Awards

    The Company reported 2024 Adjusted EBITDA of $80.2 million, which corresponded to a payout of 182.3% of target after excluding the impact of acquisitions and divestitures on Adjusted EBITDA in accordance with the objective adjustment policy that applies to our incentive programs. As a result, the number of shares earned pursuant to PSUs granted in March 2024 to each of Mr. Rajeski, Mr. Cowley and Mr. Gloe based on the performance period ended as of December 31, 2024 was as follows:

  124. 2024 Annual Equity Awards

    | Name | PSUs Earned (#) | | Scott M. Rajeski | 221,524 | | Joshua D. Cowley | 149,778 | | Oliver C. Gloe | 120,052 |

  125. Non-GAAP Performance Metrics in 2024 Annual Cash Bonus Plan and PSU Awards

    Non-GAAP Performance Metrics in 2024 Annual Cash Bonus Plan and PSU Awards Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA and Adjusted EBITDA Margin are key supplemental metrics 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 margin performance goal under the 2024 annual cash bonus 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, net (iii) income tax (benefit) expense, (iv) loss (gain) on sale and disposal of property and equipment, (v) restructuring charges, (vi) stock-based compensation expense, (vii) unrealized (gains) losses on foreign currency transactions, (viii) strategic initiative costs, (ix) acquisition and integration related costs, (x) loss on extinguishment of debt, (xi) underwriting fees related to offering of common stock, (xii) Odessa fire and other such unusual events, and (xiii) other items that we do not believe are indicative of our core operating performance. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by Net Sales. See our Annual Report for additional information on the use and utility of Adjusted EBITDA, as well as its limitations.

  126. 2021 Omnibus Equity Plan

    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. • 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.

  127. Executive Clawback Policies

    there will not be any duplicative recovery by the Company. As specified in the listing standards, the Company cannot indemnify, or pay or reimburse for insurance for, a Section 16 officer for recoveries under this policy. The recovery period under the policy is three full years preceding the date our Board or Audit Committee concludes, or reasonably should have concluded, that an accounting restatement is required. If applicable, the Company will provide the current or former Section 16 officer with a written demand for repayment or return and the method thereof. If such repayment or return is not made when due, the policy provides that the Company will take all reasonable and appropriate actions to recover such erroneously awarded compensation from such person. Amended and Restated Clawback Policy (Calculation Errors) Following the adoption of the Policy for the Recovery of Erroneously Awarded Compensation, we amended our prior Clawback Policy solely to address circumstances where any cash-based and equity-based incentive compensation that is paid or awarded to executive officers was based on the incorrect calculation of performance metrics in any incentive compensation plan. The revised policy provides that our Compensation Committee or our Board has discretion to take appropriate action against an executive officer if it determines that any fraud, intentional misconduct, gross negligence or lack of sufficient oversight by such executive officer was a significant contributing factor to the Company having miscalculated one or more performance metrics used to determine incentive compensation that, if calculated correctly, would have resulted in reduced compensation payout. If applicable, the Company is authorized to seek to recover from any applicable executive officer any cash-based or equity-based incentive compensation, including but not limited to annual or special performance-based bonuses and equity-based awards that were granted, issued, earned, paid or became vested or settled in the covered period and to prevent the recurrence of such activity to the fullest extent permitted by governing law. The subject compensation will be determined without regard to any net settlement of, or taxes paid or payable or withheld on, such compensation. The recovery period under the policy is three full years preceding the date the administrator concludes, or reasonably should have concluded, that the event occurred; provided, however, the recovery period and subject compensation exclude any incentive compensation granted, issued, earned, paid or that vested or settled prior to our initial public offering in April 2021. 2021 Omnibus Incentive 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.

  128. Equity Grant Policy

    Equity Grant Policy On March 7, 2024, our Compensation Committee adopted a policy to grant annual equity awards to executive officers and other participants in the 2021 Omnibus Equity Plan on the first trading day following the expiration of the blackout period (i.e., the period in which specified persons are prohibited from transacting in securities of the Company in accordance with the Company’s Securities Trading Policy) applicable to the Company’s release of its annual financial results. The Compensation Committee does not otherwise grant equity awards in anticipation of the release of material nonpublic information and it does not otherwise time the release of material nonpublic information based on equity award grant dates. Process for Making Compensation Determinations Our Compensation Committee establishes the compensation of the Chief Executive Officer and other named executive officers after reviewing their respective performance against pre-established annual

  129. Equity Grant Policy

    | | 2025 Proxy Statement 53 |

  130. Equity Grant Policy

    goals, the overall performance of the Company (and business unit and other areas of responsibility, as applicable), market data and other factors it deems relevant. In establishing the named executive officer compensation program, our Compensation Committee seeks input of the Chief Executive Officer, our General Counsel and the Chief Human Resources Officer. No named executive officer provides input or participates in the deliberation of our Compensation Committee with respect to such person’s own compensation. At the end of each year, the Chief Executive Officer reviews, with input from the Chief Human Resources Officer, the performance of each other named executive officer. Our Compensation Committee then considers the Chief Executive Officer’s assessment, the relevant performance factors for each person, benchmarking data and other factors it deems relevant, and reviews and approves the compensation for each named executive officer. Our Compensation Committee engages Pearl Meyer & Partners, LLC as its independent compensation consultant. For our named executive officer compensation program for 2024, Pearl Meyer’s services included: • Reviewing and recommending a peer group for benchmarking • Providing and analyzing benchmarking data in 2024 to inform 2024 executive and non-employee director compensation decisions • Providing advice regarding incentive plan designs • Reviewing regulatory updates and compensation trends Peer Group Utilized for Benchmarking in 2024 Our Compensation Committee benchmarks our named executive officer compensation against a peer group of public companies with which we believe we compete for executive talent, as well as executive compensation surveys (based on comparable revenue size) from Pearl Meyer. Such benchmarking has focused on target annual direct compensation, which consists of base salary, the target annual cash bonus opportunity and the target annual equity opportunity. Our Compensation Committee used the benchmarking information as one data point of several factors and did not utilize the data to benchmark individual compensation components at specific percentiles or ranges of percentiles. The peer group is periodically evaluated by the Compensation Committee to ensure the companies in the group remain relevant to us based on our changing size, changing dynamics in the market in which we compete for executive talent and other factors. Our Compensation Committee seeks input and analysis from Pearl Meyer when assessing and determining the appropriate peer group for a given year. In assessing the appropriateness of peer companies, our Compensation Committee primarily considered the following criteria for our peer group utilized for 2024 benchmarking: other participants in the pool-related business, leisure and outdoor living products, building products and other consumer goods companies; enterprise value; revenues; and other related factors, including revenue growth, number of employees and Adjusted EBITDA margin. The peer group of 12 companies utilized for 2024 compensation determinations of our named executive officers is set forth below.

  131. Equity Grant Policy

    | • AAON, Inc. | • Johnson Outdoors, Inc. | • Solo Brands, Inc. | | • Clarus Corporation | • Lifetime Brands, Inc. | • Traeger, Inc | | • Escalade, Incorporated | • Marine Products Corporation | • The AZEK Company Inc. | | • Hayward Holdings, Inc. | • MasterCraft Boat Holdings, Inc. | • Trex Company, Inc. |

  132. Equity Grant Policy

    Escalade, Incorporated, Lifetime Brands, Inc., Marine Products Corporation, Solo Brands, Inc. and Traeger, Inc. were added to the peer group used for 2024 benchmarking. Companies that were used for

  133. Equity Grant Policy

    | | 2025 Proxy Statement 54 |

  134. Equity Grant Policy

    2023 benchmarking that were not used for 2024 benchmarking include Armstrong World Industries, Inc., iRobot Corporation, Leslie’s Inc., Malibu Boats, Inc., PGT Innovations, Inc., Simpson Manufacturing Co., Inc., Sonos, Inc., and Yeti Holdings, Inc. Our Compensation Committee retained the 2024 peer group for 2025 compensation determinations of our named executive officers. Offer Letters and Severance Plan In July 2023, our Compensation Committee determined to terminate the existing employment agreements and enter into a form offer letter (collectively, the “Offer Letters”) with each of our named executive officers and other existing and future specified executive officers. The Compensation Committee approved the foregoing matters to conform to good governance practices, to enhance retention and reduce litigation risk, and to standardize the severance benefits of the named executive officers and other persons. In connection with such change, our Compensation Committee adopted The Latham Pool Products, Inc. Officer Severance Plan (the “Severance Plan”) in July 2023. See “Named Executive Officer Compensation Tables—Narrative Disclosure to Summary Compensation Table in 2024 and 2023” for certain terms of the Offer Letters. See “Named Executive Officer Compensation Tables—Potential Payments upon Termination of Employment or Change in Control” for the terms of the Severance Plan. Initial 2025 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 2025 compensation program for the named executive officers, including increasing the weighting of target PSUs in the annual equity program. • The base salaries for our named executive officers increased on average by 4.3%. • Target annual cash 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 cash bonus plan is based on the achievement of revenue (50% weighting) and Adjusted EBITDA margin (50% weighting) performance goals, with a 0% to 200% payout opportunity and a 20% threshold payout. The weighting of the components of the annual equity program were revised to be RSUs, 60% of grant value (from 70% in 2024), and target PSUs, 40% of grant value (from 30% in 2024). PSUs are earned based on Adjusted EBITDA performance, a 0% to 200% payout opportunity 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.

  135. Equity Grant Policy

    | | 2025 Proxy Statement 55 |

  136. Equity Grant Policy

    Summary Compensation Table for 2024 and 2023 The following table sets forth the compensation paid and awarded to or earned by our named executive officers for services rendered in all capacities in 2024 and 2023, and reflects their principal position with the Company in 2024.

  137. Equity Grant Policy

    | Name and Principal Position | Year | Salary ($) | Option Awards ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Scott M. Rajeski President and Chief Executive Officer | 2024 | 465,000 | — | 1,162,502 | 669,600 | 10,350 | 2,307,452 | | | 2023 | 456,000 | 337,499 | 787,501 | — | 20,996 | 1,601,996 | | Joshua D. Cowley Chief Commercial Officer | 2024 | 393,000 | — | 785,998 | 339,552 | — | 1,518,550 | | | 2023 | 373,215 | 222,001 | 518,001 | — | 12,755 | 1,125,972 | | Oliver C. Gloe (5) Chief Financial Officer | 2024 | 420,000 | — | 630,002 | 362,880 | 10,350 | 1,438,773 |