DEF 14A of Hayward Holdings, Inc., Apr 17, 2024

DEF 14A of Hayward Holdings, Inc.

Filed Apr 17, 2024 · FY20230001140361-24-020204

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. BOARD OF DIRECTORS COMPOSITION

    BOARD OF DIRECTORS COMPOSITION We are managed under the direction of our Board of Directors (our “Board of Directors” or the “Board”), which is currently composed of nine members. The authorized number of directors comprising our Board of Directors may not be less than three or not more than fifteen, with the actual number to be fixed from time to time by resolution of our Board of Directors, subject to the terms of our certificate of incorporation and bylaws. The general expectation is that the Board will consist of approximately nine directors, although the Board will periodically review the appropriate size of the Board and mix of directors serving on the Board. Our certificate of incorporation provides for a Board of Directors comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Generally, only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our Board of Directors is divided among the three classes, currently as follows:

  3. BOARD OF DIRECTORS COMPOSITION

    | • | Our Class III directors are Diane Dayhoff, Stephen Felice, Kevin Holleran, Lori Walker and Lawrence Silber, and their terms will expire at the Annual Meeting. All Class III directors are standing for re-election to our Board of Directors at the Annual Meeting. |

  4. BOARD OF DIRECTORS COMPOSITION

    | • | Our Class I directors are Christopher Bertrand and Edward Ward, and their terms will expire at the annual meeting of stockholders to be held in 2025. |

  5. BOARD OF DIRECTORS COMPOSITION

    | • | Our Class II directors are Kevin Brown and Arthur Soucy, and their terms will expire at the annual meeting of stockholders to be held in 2026. |

  6. BOARD OF DIRECTORS COMPOSITION

    Our certificate of incorporation provides that the number of directors serving in the three classes are to be as nearly equal as possible. As a result of the departure of directors over the past several years and the consequent reduction in the size of our Board of Directors, the number of directors serving in the three classes is no longer equal. At the Annual Meeting, we are seeking to rebalance the classes of directors to achieve a more equal distribution of directors among classes. To avoid extending any director’s term beyond the initial three-year period, we believe it is appropriate to realign classes through the election of directors by the stockholders at the Annual Meeting. As such, Diane Dayhoff, Stephen Felice and Kevin Holleran are each being nominated to a three-year term expiring at the 2027 annual meeting. Lori Walker is being nominated for a two-year term expiring at the 2026 annual meeting, after which Ms. Walker would be considered a Class II director. Lawrence Silber is being nominated for a one-year term expiring at the 2025 annual meeting, after which Mr. Silber would be considered a Class I director. If all the directors nominated for reelection are elected for such terms as proposed, the effect will be that the Company will have, following the Annual Meeting, three Class I directors, with terms expiring at the 2025 annual meeting, three Class II directors, with terms expiring at the 2026 annual meeting, and three Class III directors, with terms expiring at the 2027 annual meeting. Our directors’ comprehensive set of skills and diverse backgrounds are designed to enable effective oversight of our business strategy and our corporate governance practices. Our continuing directors and nominees consist of individuals with a diversity of gender, ethnicity, skills and experiences, with directors who identify as female representing approximately 22% of the Board, and directors who identify as racially diverse representing approximately 11% of the Board. The average tenure for our continuing directors and nominees is approximately 4.4 years.

  7. INFORMATION REGARDING DIRECTORS AND NOMINEES

    INFORMATION REGARDING DIRECTORS AND NOMINEES The following table sets forth the names, ages as of April 17, 2024, and certain other information for each nominee for election as a director at the Annual Meeting, for each member of our Board of Directors whose term expires at the Annual Meeting and for each of the continuing members of our Board of Directors. Full biographical information of the nominees and continuing directors follows the table.NAME

  8. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR

  9. NOMINEES FOR DIRECTOR

    | Nominees to Serve as Class III Directors for Terms Expiring in 2027 | | | Director Since March 2021 ● Audit Committee Member ● Independent | Diane S. Dayhoff Ms. Dayhoff served as Vice President Investor Relations at The Home Depot, Inc. (“Home Depot”), from May 2003 to April 2018. Prior to joining Home Depot, Ms. Dayhoff worked at Continental Airlines for 14 years in progressively increasing roles of responsibility, including as Staff Vice President of Finance. Further, as the Chief Financial Officer of a large privately held company, she generated that company’s first audited financial statements. Throughout her career, Ms. Dayhoff has worked closely with auditors and has in-depth knowledge of accounting practices and principles. Ms. Dayhoff brings expertise in communication and investor relations, as well as significant experience in financial planning. | | Director Since May 2018 ● Chairman of the Board ● Nominating and Corporate Governance Committee Chair ● Compensation Committee Member ● Independent | Stephen J. Felice Mr. Felice has been Chairman and Chief Executive Officer of Felice Partners, LLC (an advisory and private investment company) since January 2017. Prior to that, Mr. Felice was President and Chief Executive Officer of Filtration Group Corporation (“FGC”), a global industrial manufacturer, from January 2014 through January 2017. Prior to joining FGC, Mr. Felice was President and Chief Commercial Officer of Dell, Inc (“Dell”) from December 2011 through December 2013 after previously serving in a variety of executive roles at Dell from February 1999 through November 2011. Prior to joining Dell, Mr. Felice was President and Chief Executive Officer of DecisionOne Corporation (“DOC”), a provider of computer technology services, from 1997 through 1999 after previously serving as President of DOC from 1995 through 1997. Prior to joining DOC, Mr. Felice worked at Bell Atlantic Corp in various roles from 1984 through 1995 and Shell Oil Corp from 1979 through 1984. Mr. Felice has served on the Board of Directors of Southwire Corporation since 2015 (currently Chairman of Human Resources Committee) and the Mark Felice Foundation since 2003. Mr. Felice was also Vice Chairman at St. Michael’s Catholic Academy from 2010 to 2014 and served on the Board of Trustees for The Franklin Institute from 2013 to 2015 and the Singapore Economic Development Board from 2010 to 2012. Mr. Felice brings significant expertise in managing large global enterprises, information technology and industrial manufacturing verticals, strategic planning, global sales and manufacturing. | | Director Since August 2019 | Kevin P. Holleran Mr. Holleran has served as President and Chief Executive Officer of Hayward since August 2019. Prior to joining Hayward, beginning in 2017, Mr. Holleran served as President and Chief Executive Officer of the Industrial Segment within Textron, Inc. Textron’s Industrial Segment is composed of Textron Specialized Vehicles, Inc. (“Textron Specialized Vehicles”), a leading global manufacturer of purpose-built vehicles and equipment for a variety of commercial and recreational applications across a number of brands, and Kautex, a tier one automotive supplier of fuel systems, selective catalytic reduction systems, and cleaning solutions. Prior to 2017, Mr. Holleran served for 10 years as the President and Chief Executive Officer of Textron Specialized Vehicles, during which time he grew revenue and profitability substantially through both organic growth and acquisitions. Prior to his time at Textron, Mr. Holleran held several management positions at Ingersoll Rand plc and Terex Corporation across the sales, marketing and product management functions. Mr. Holleran holds an MBA from Wake Forest University and a Bachelor of Science degree from Cornell University. As the Company’s President and Chief Executive Officer, Mr. Holleran brings to the Board of Directors specific knowledge of our business, our people, our challenges and our prospects for continued growth, as well as a deep understanding of our business and markets. |

  10. Nominee to Serve as Class II Director for Term Expiring in 2026

    Nominee to Serve as Class II Director for Term Expiring in 2026

  11. Nominee to Serve as Class II Director for Term Expiring in 2026

    | Director Since March 2021 ● Audit Committee Chair ● Independent | Lori A. Walker Ms. Walker served as Chief Financial Officer and Senior Vice President of The Valspar Corporation (“Valspar”), a global coatings manufacturer, from 2008 to 2013, where she led the Finance, IT and Communications teams. Before this position, Ms. Walker served as Valspar’s Vice President, Controller, and Treasurer from 2004 to 2008 and as Vice President and Controller from 2001 to 2004. Prior to joining Valspar, Ms. Walker worked at Honeywell, Inc., a global conglomerate of commercial and consumer products, for 20 years in progressively increasing roles of responsibility, including as Director of Global Financial Risk Management. Ms. Walker currently serves on the Board of Directors of Southwire Company, LLC, a private industrial manufacturer of wire and cable, Constellium N.V., a publicly traded aluminum fabricator for the automotive, aerospace and packaging industries and Compass Minerals International, Inc., a producer of salt for highway deicing, commercial and industrial markets. Ms. Walker brings extensive financial leadership experience in global, publicly traded companies, knowledge of financial controls and systems, risk management and understanding of IT infrastructure. |

  12. Nominee to Serve as Class I Director for Term Expiring in 2025

    Nominee to Serve as Class I Director for Term Expiring in 2025

  13. Nominee to Serve as Class I Director for Term Expiring in 2025

    | Director Since November 2019 ● Compensation Committee Chair ● Independent | Lawrence H. Silber Mr. Silber has served as President and Chief Executive of Herc Rentals Inc. (“Herc Rentals”) since May 2015. Prior to joining Herc Rentals, Mr. Silber served as an executive advisor at Court Square Capital Partners, LLP, a private equity firm primarily investing in the business services, healthcare, general industrial and technology and telecommunications sectors, from April 2014 to May 2015. Mr. Silber also served as Chief Operating Officer for Hayward Industries, Inc. from 2008 to 2012, during which time he oversaw a successful transition through the recession and return to solid profitability. From 1978 to 2008, Mr. Silber worked for Ingersoll Rand plc, a publicly traded manufacturer of industrial products and components, in a number of roles of increasing responsibility. Mr. Silber previously served on the Board of Directors of SMTC Corporation from 2012 to 2015. Mr. Silber brings expertise in executive management, strategy formation and leadership skills, gained as the former Chief Operating Officer of Hayward Industries, Inc. as well as in his current role as President and Chief Executive Officer of Herc Rentals. Mr. Silber also has extensive knowledge and experience in manufacturing, sales and marketing, and specific industry experience in our business, including our operations, business development matters and financial performance. Further, his experience as a leader and director of a public company provides him with an understanding of the responsibilities of public company boards and insight into the issues applicable to public companies. |

  14. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  15. Class I Continuing Directors with Terms Expiring in 2025

    Class I Continuing Directors with Terms Expiring in 2025

  16. Class I Continuing Directors with Terms Expiring in 2025

    | Director Since October 2020 ● Independent | Christopher F. Bertrand Mr. Bertrand is Managing Director at BDT & MSD Partners, L.P. (“BDT & MSD”). Mr. Bertrand joined MSD Partners (BDT & MSD successor firm) in 2019. Prior to joining MSD Partners, Mr. Bertrand was a Principal at Court Square. Previously, Mr. Bertrand was with Kohlberg, Kravis, & Roberts, where he focused on private equity investments, and Goldman, Sachs & Co. He received an M.B.A. with Distinction from Harvard Business School and a B.A. from Dartmouth College. He has served as a member on the boards of numerous companies. Mr. Bertrand brings expertise in finance and capital markets, strategic matters, as well as significant experience as a board member of several companies. | | Director Since April 2022 ● Nominating and Corporate Governance Committee Member ● Independent | Edward D. Ward Mr. Ward is President – Client Product Group of Dell Technologies Inc. (“Dell”). Mr. Ward has over 35 years of experience working in the technology industry. Mr. Ward has worked at Dell for 22 years in progressively increasing roles of responsibility, including Senior Vice President – Client Product Group, Senior Vice President of Engineering – Client Product Group and Vice President of Engineering – Servers. In addition, Mr. Ward has worked at NCR Corporation as Vice President of Engineering – Shared Components & Technical Services. Mr. Ward also has served in board roles at the University of Colorado, Boulder, University of Texas, Rio Grande Valley and Austin’s Habitat for Humanity. Mr. Ward received his B.S. in electrical engineering and computer science from the University of Colorado, Boulder and completed the Advanced Management Program at Harvard Business School. Mr. Ward contributes expertise in leadership in strategic matters, as well as meaningful technology experience driven by a strong engineering background. |

  17. Class II Continuing Directors with Terms Expiring in 2026

    Class II Continuing Directors with Terms Expiring in 2026

  18. Class II Continuing Directors with Terms Expiring in 2026

    | Director Since June 2017 ● Compensation Committee Member ● Independent | Kevin D. Brown Mr. Brown was Co-Head of the Private Capital Group of MSD Partners before its merger with BDT Partners, and he is currently a Partner and member of the Investment Committee of BDT & MSD. Mr. Brown joined BDT & MSD in 2016 and currently serves as a director on the boards of Endries International, Woolpert, West Monroe Partners, East West Manufacturing and Ring Container Technologies. Prior to joining BDT & MSD, Mr. Brown was a Partner with Court Square Capital (“Court Square”) where he worked primarily in the Industrial sector for ten years. Prior to Court Square, Mr. Brown was a Vice President with Apax Partners focusing on investments in the Media, Late-Stage Software, and Tech-Enabled Business Services sectors. He has served as a director on numerous boards, including those of ERICO Global, MacDermid, Pike Corporation, and Wyle. Mr. Brown received his B.S. from the McIntire School of Commerce at the University of Virginia and his M.B.A. from the Wharton School of the University of Pennsylvania where he graduated as a Palmer Scholar. Mr. Brown brings expertise in finance and capital markets, strategic matters, as well as significant experience as a board member of complex global businesses. | | Director Since December 2017 ● Audit Committee Member ● Nominating and Corporate Governance Committee Member ● Independent | Arthur L. Soucy Mr. Soucy is a retired executive with broad international experience running complex operations and large profit and loss statements (“P&Ls”) in both the Oil & Gas and Aviation industries. Mr. Soucy has over 30 years of business leadership experience in multi-national environments holding executive positions with P&L responsibilities spanning some 80 countries. Mr. Soucy retired as President, Products & Technology for Baker Hughes, an Oil & Gas Services company, in July 2017. In that role he was responsible for the company’s multi-billion-dollar chemical business as well as enterprise New Product & Technology development. He also was responsible for the company’s global marketing and supply chain functions. Prior to that, Mr. Soucy was headquartered in London, UK for nearly four years where he served as President of Europe, Africa, Russia, Caspian, and had P&L responsibilities for the Region. Prior to joining Baker Hughes, Mr. Soucy spent 29 years at Pratt & Whitney, where he held a variety of executive level P&L, technology, and supply chain positions. Mr. Soucy brings to the board extensive experience as an executive of multi-national businesses with insight into global marketing and supply chain functions. |

  19. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board of Directors is currently composed of nine members. In accordance with our certificate of incorporation, our Board of Directors is divided into three classes of directors. At the Annual Meeting, we are seeking to rebalance the classes of directors to achieve a more equal distribution of directors among classes. Three nominees will be elected as Class III directors for a three-year term, one nominee will be elected as a Class II director for a two-year term, and one nominee will be elected as a Class I director for a one-year term.

  20. IDENTIFICATION AND EVALUATION OF NOMINEES FOR DIRECTORS, BOARD DIVERSITY

    IDENTIFICATION AND EVALUATION OF NOMINEES FOR DIRECTORS, BOARD DIVERSITY The nominating and corporate governance committee considers candidates for director from a variety of sources, including candidates who are recommended by other Board members and by management. The nominating and corporate governance committee also considers candidates for director recommended by stockholders who submit such recommendations in writing to our Corporate Secretary and evaluates director candidates recommended by stockholders in the same way it evaluates candidates recommended by the other sources referenced above. In accordance with our Corporate Governance Guidelines, the nominating and corporate governance committee identifies and considers candidates based on a diversity of skills, expertise, industry knowledge, diversity of opinion and perspectives and other attributes. Among other things, the Board of Directors has determined that it is important to have directors with the following skills and experiences: leadership experience, as directors with experience in significant leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others; knowledge of the Company’s industry, which is relevant to understanding the Company’s business and strategy; operations experience, as it gives directors a practical understanding of developing, implementing and assessing the Company’s business strategy and operating plan; risk management experience, which is relevant to oversight of the risks facing the Company’s business; financial/accounting experience, particularly knowledge of finance and financial reporting processes, which is relevant to understanding and evaluating the Company’s capital structure, financial statements and reporting requirements; and strategic planning experience, which is relevant to the Board’s review of the Company’s strategies and monitoring their implementation and results. The nominating and corporate governance committee has also committed to including candidates with a diversity of age, gender, ethnicity/race and education in any pool of candidates from which director nominees are chosen. The Board of Directors also confirms that our policy of non-discrimination applies in the selection of directors.

  21. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  22. Fiscal Year 2023 Director Compensation Table

    Fiscal Year 2023 Director Compensation Table The following table sets forth information regarding the compensation earned for service on our Board of Directors, during the year ended December 31, 2023 by the directors who were not also named executive officers. Mr. Holleran did not receive any additional compensation for his service on the Board of Directors during the year ended December 31, 2023. Mr. Holleran’s compensation for the year ended December 31, 2023 is set forth under “Executive Compensation—Summary Compensation Table.” Prior to January 1st of any year, a covered non-employee director may elect to receive his or her annual cash retainer in the form of RSUs that vest on December 31st of that year (or such other date as determined by the Board of Directors or compensation committee), subject to continued service as a director through the vesting date. The amount of RSUs a director who makes such an election receives is equal to the cash value of his or her retainer divided by the closing share price on the date of the grant.

  23. Fiscal Year 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(6) | Stock Awards ($)(7) | Option Awards ($)(8) | Total ($) | | Christopher Bertrand(1) | – | – | – | – | | Greg Brenneman(1)(2) | – | – | – | – | | Kevin Brown(1) | – | – | – | – | | Diane Dayhoff | 80,000 | 125,007 | – | 205,007 | | Stephen Felice(3) | – | 311,374 | – | 311,374 | | Mark McFadden(1)(4) | – | – | – | – | | Lawrence Silber | 85,000 | 125,007 | – | 210,007 | | Arthur Soucy(3) | – | 208,041 | – | 208,041 | | Lori Walker | 95,000 | 125,007 | – | 220,007 | | Timothy Walsh(1)(5) | – | – | – | – | | Edward Ward | 80,000 | 125,007 | – | 205,007 |

  24. Fiscal Year 2023 Director Compensation Table

    | (1) Each of these directors is affiliated with one of our Sponsors and was designated to the Board of Directors by the respective Sponsor. These directors waived compensation in respect of their service as members of our Board of Directors. | | (2) Mr. Brenneman ceased serving as director on June 30, 2023. | | (3) Mr. Felice and Mr. Soucy elected to receive their annual cash retainers for board and committee service in the form of RSUs. The grant date fair value of these awards, which were paid in quarterly installments during Fiscal Year 2023, are reflected in the “Stock Awards” column and described in further detail in footnote 7, below. | | (4) Mr. McFadden ceased serving as a director on September 30, 2023. | | (5) Mr. Walsh ceased serving as a director on May 18, 2023. | | (6) Directors who served on a committee for only a portion of the fiscal year received a prorated amount of the additional cash retainer payable in Fiscal Year 2023. Mr. Felice became chair of the nominating and corporate governance committee on May 18, 2023. Mr. Felice was replaced on the audit committee by Mr. Soucy on May 25, 2023. Mr. Felice joined the compensation committee on October 1, 2023. The cash retainers are paid generally in four equal quarterly installments. | | (7) Amounts reflect the full grant-date fair value of RSUs granted during Fiscal Year 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. On July 18, 2023, the directors received the following grants of RSUs: Ms. Dayhoff: 10,213 RSUs, Mr. Felice: 16,340 RSUs, Mr. Silber: 10,213 RSUs, Mr. Soucy: 10,712 RSUs, Ms. Walker: 10,213 RSUs and Mr. Ward: 10,213 RSUs. These RSUs will vest on May 30, 2024, subject to the director’s continued service on our Board of Directors. In determining the number of shares to be awarded, the Company used the closing price of our common stock on July 18, 2023, which was $12.24 per share. In addition, Mr. Felice and Mr. Soucy elected to receive their cash retainers for board and committee service in the form of RSUs. As such, on March 2, 2023, Mr. Felice was granted 2,329 RSUs and Mr. Soucy was granted 1,694 RSUs; on May 18, 2023, Mr. Felice was granted 2,266 RSUs and Mr. Soucy was granted 1,648 RSUs; on August 4, 2023, Mr. Felice was granted 1,893 RSUs and Mr. Soucy was granted 1,493 RSUs; and on November 1, 2023, Mr. Felice was granted 2,713 RSUs and Mr. Soucy was granted 2,005 RSUs. Each of these RSUs vested on December 31, 2023. The number of shares awarded on each grant date was determined based on the closing price of our common stock on such date. For each non-employee director, the aggregate number of unvested stock awards outstanding as of the end of the fiscal year ending December 31, 2023 was Ms. Dayhoff: 10,213 RSUs, Mr. Felice: 16,340 RSUs, Mr. Silber: 10,213 RSUs, Mr. Soucy: 10,712 RSUs, Ms. Walker: 10,213 RSUs and Mr. Ward: 10,213 RSUs. | | (8) For each non-employee director, the aggregate number of option awards outstanding as of the end of the fiscal year ending December 31, 2023 was Mr. Felice: 126,750 option shares, Mr. Silber: 140,400 option shares and Mr. Soucy: 121,750 option shares. These awards consist of vested and unvested option awards issued prior to our IPO. |

  25. Director Compensation Program

    Director Compensation Program In connection with our IPO, our Board of Directors adopted a non-employee director compensation policy, which covers non-employee directors who are not affiliated with our Sponsors. The non-employee director compensation policy includes an annual cash retainer and an annual grant of RSUs. Under this policy, for Fiscal Year 2023, each covered non-employee director received an annual cash retainer for service to our Board of Directors and an additional annual cash retainer for service on any committee of our Board of Directors or for serving as the chairperson of our Board of Directors or any of its committees, in each case, prorated for partial years of service, as follows:

  26. Director Compensation Program

    | Name | Board or Committee Member | Board or Committee Chairperson | | Annual cash retainer | $75,000 | $100,000 | | Additional annual cash retainer for compensation committee | $5,000 | $10,000 | | Additional annual cash retainer for nominating and corporate governance committee | $5,000 | $10,000 | | Additional annual cash retainer for audit committee | $5,000 | $20,000 |

  27. Director Compensation Program

    The annual cash retainers, including the cash retainers for service on a committee, are paid in four equal quarterly installments during the year. Non-employee directors who were members of any special committee in 2023 were entitled to a fee of $2,500 for each special committee meeting. However, no special committee meetings were held in 2023. In addition, in accordance with the non-employee director compensation policy, in Fiscal Year 2023, each covered non-employee director who was not affiliated with our Sponsors was granted RSUs having a grant date fair value, determined in accordance with FASB ASC Topic 718 (or any successor provision), of $125,000 (or $200,000 in the case of the chairperson of the board). Such RSUs will vest on the earlier of the first anniversary of the grant date and the date of the Annual Meeting, generally subject to the non-employee director’s continued service, through the applicable vesting date. Each non-employee director is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board of Directors and any committee on which he or she serves. Our non-employee directors are required to hold shares of our common stock with a value equal to five times the amount of the annual cash retainer paid to such director for service on the board (excluding any additional cash retainers paid to a director for service as a member of a board committee, as chairperson of the board or as chairperson of a committee). Directors are required to achieve the applicable level of ownership within five years of the later of the date the ownership guidelines were adopted, February 10, 2021, or the date such person became a director, as applicable. See “Executive Compensation—Stock Ownership Guidelines” for additional information on these guidelines.

  28. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | | | | | | Attract and Retain Top Executive Talent | Align Corporate and Financial Objectives | Align Long-Term Interests of Executives and Stockholders | Drive Market-Leading Performance |

  29. COMPENSATION PHILOSOPHY AND OBJECTIVES

    Our compensation programs for our executives have historically been weighted towards rewarding both short and long-term performance incentives through a mix of cash and equity compensation, providing our executives with an opportunity to share in the appreciation of our business over time. Our executive compensation program was designed to weight fixed compensation less heavily for our senior executives, such that there is a positive correlation between an executive’s seniority, role and responsibilities and the proportion of his or her compensation that is “at-risk.” Pay-for-performance is an integral component of our compensation program, and “at-risk” elements of our executive’s compensation make up a significant portion of our annual and long-term incentives. During Fiscal Year 2023, our equity awards program included PSUs, time-based stock options and time-based RSUs. The vesting of the PSUs is tied to return on gross invested capital and adjusted EBITDA margin, each with a relative weighting of 50%, and are measured over a three-year performance period. The use of these metrics along with a three-year performance period further aligns the interests of our executives with the long-term interests of our stockholders. The following charts highlight the allocation for Fiscal Year 2023 of base salary, annual incentive plan awards at the target performance level and equity awards at the target performance level for our Chief Executive Officer and for the other named executive officers. The Company has continued to utilize short and long-term incentive compensation as a key component of our compensation philosophy, including through the administration of our 2021 Plan (as defined below). We intend to continue our emphasis on “at-risk” compensation based on the achievement of specific performance objectives in order to drive superior executive achievement and appropriately align the financial interests of our executive officers to our stockholders.

  30. KEY COMPENSATION PRACTICES

    | | What We Do | What We Do Not Do | | ✓ | Emphasize performance-based, at-risk compensationX | Do not grant uncapped cash incentives or guaranteed equity compensation | | ✓ | Emphasize the use of equity compensation to promote executive retention and reward long-term value creationX | Do not provide significant perquisites | | ✓ | Target total direct cash compensation at the market median and weight the overall pay mix towards incentive compensation for executive officersX | Do not reprice our stock option awards and our 2021 Plan expressly forbids exchanging underwater options for cash without stockholder approval | | ✓ | Engage an independent compensation consultant to advise our compensation committeeX | Do not provide tax gross-up payments with respect to any excise tax due under the federal tax code as a result of severance payments | | ✓ | Maintain robust stock ownership guidelines for our directors and executive officersX | No hedging, pledging, or short sales of stock permitted | | ✓ | Have double trigger requirements on cash severance payments and long-term incentive equity benefits following a change-in-controlX | Do not provide incentives that encourage excessive risk-taking | | ✓ | Maintain an incentive compensation “clawback” policy | | | ✓ | Enhanced Code of Conduct | |

  31. DETERMINATION OF EXECUTIVE COMPENSATION AND COMPENSATION PRACTICES

    | Compensation Committee | CEO and Management | Independent Compensation Consultant Pearl Meyer & Partners, LLC (“Pearl Meyer”) | | ● Oversees our compensation and benefit plans and policies ● Administers our equity-based plans and annual incentive compensation plans, including setting vesting conditions for awards (including performance metrics) and determining the amounts of the awards granted to our executive officers, aligning it with our executive compensation philosophy. ● Considers, reviews and approves compensation decisions relating to our executive officers, including our Chief Executive Officer. ● Considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers other than himself. ● Reviews and provides recommendations to our Board of Directors regarding the compensation of our directors. ● All decisions regarding the compensation of our executive officers were made independently by the compensation committee. | ● CEO recommends base salary, and short-term and long-term compensation, including equity incentives, for the other executive officers based on our results, an executive officer’s individual contribution toward these results, the executive officer’s role and performance of his or her duties and his or her achievement of individual goals. ● Management presents recommendations and other data, including various compensation survey data and publicly-available data of our peers. ● CEO typically attends meetings of the compensation committee, the compensation committee meets outside the presence of our CEO when discussing his compensation, among certain other matters. | ● Assists the compensation committee in its review of our executive compensation program and the determination of an appropriate peer group. ● Consults with compensation committee regularly throughout the year, and one or more representatives of Pearl Meyer attends portions of our compensation committee meetings. |

  32. DETERMINATION OF EXECUTIVE COMPENSATION AND COMPENSATION PRACTICES

    Our compensation committee uses compensation data from market survey data published by third parties and compensation data provided by Pearl Meyer for use as a general indicator of relevant market conditions and pay practices and as a broader reference point when determining compensation for our executive officers. In addition to survey and benchmarking information derived from our peer group (as described below), other important factors that drive compensation decisions include individual qualifications and expertise, responsibilities, particular industry and market conditions and complexity of the position. More specifically, our compensation committee considers the performance of the Company’s named executive officers, the individual’s historical compensation and any retention concerns, and the Chief Executive Officer’s recommendations (in the case of named executive officers other than the Chief Executive Officer), before determining the compensation arrangement for each of them. Our compensation committee also regularly reviews the Company’s compensation policies and practices to determine whether they encourage excessive risk-taking, reviews and discusses at least annually the relationship between risk management policies and practices and compensation and evaluates compensation policies and practices that could mitigate any such risk. Our compensation committee has specifically evaluated the Company’s compensation structure and practices and concluded that they do not establish incentives for unnecessary or excessive risk.

  33. Peer Group Companies

    Peer Group Companies Our compensation committee worked with Pearl Meyer to establish a compensation peer group to help enable our named executive officers to receive fair and competitive pay relative to market standards. In Fiscal Year 2023, our peer group review consisted of a multi-dimensional analysis in which we selected companies: in a similar growth stage as us (with a focus on new public companies), with similar gross profit margins, revenue, and in similar industries that we viewed as competition for executive talent. The peer group approved by the compensation committee in Fiscal Year 2023 for use in benchmarking compensation was as follows:

  34. Peer Group Companies

    | Peer Group | | | | | A. O. Smith Corporation | Evoqua Water Technologies Corp. | Mueller Industries Inc. | Trex Company, Inc. | | Aaon, Inc. | Generac Holdings Inc. | Mueller Water Products, Inc. | Watts Water Technologies, Inc. | | The Azek Company Inc. | Johnson Outdoors Inc. | Pool Corporation | YETI Holdings, Inc. | | Badger Meter, Inc. | Lennox International Inc. | SPX Technologies, Inc. | Zurn Elkay Water Solutions Corporation | | CSW Industrials, Inc. | Leslie’s, Inc. | The Toro Company | |

  35. Peer Group Companies

    We review and evaluate this list on an ongoing basis to verify that we are accurately benchmarking and compensating our executives. Accordingly, our peer group list is subject to change over time. In July 2023, the compensation committee approved use of Evoqua Water Technologies Corp. in the Fiscal Year 2023 benchmarking, despite its acquisition by Xylem, Inc., because it filed its 2022 compensation disclosure before the acquisition transaction closed.

  36. ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

    | Compensation Element | Base Salary | Bonus | Equity | | | | Form of Delivery | Cash | Cash | Options | RSUs | PSUs | | Performance Emphasis | Short-term | | Long-term | | | | Performance Measures/ Value Realization | Fixed component of compensation for services provided to the Company | Adjusted EBITDA Adjusted Free Cash Flow ESG-related goals | Value based on HAYW stock price on exercise date | Value based on HAYW stock price on vesting dates | Adjusted EBITDA Margin & Return on Gross Invested Capital | | Performance/Vesting Period | Ongoing | 1 year | Generally vest annually over 3 years | Generally vest annually over 3 years | Generally measured and vest at the end of 3-year period | | Payout Determination | Primarily benchmarked against Peer Group, reflecting the executive’s skill set, experience, role and responsibilities | Primarily based on level of achievement against financial and operational goals, and may include discretionary bonus to recognize individual contributions | Completion of continued service through each vesting date | Completion of continued service through each vesting date | Based on level of achievement against financial goals and continued service through performance period |

  37. ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

    | ● | Annual performance-based cash bonus opportunities; |

  38. ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

    | ● | Discretionary bonuses; |

  39. ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

    | ● | Equity incentive compensation; |

  40. ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

    | ● | Certain severance benefits; |

  41. ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

    | ● | Employer matches in non-qualified deferred compensation; |

  42. Bonus Compensation

    Bonus Compensation Annual Incentive Plan Pursuant to our go-forward compensation structure that aligned executive compensation to market and internal equity targets, the compensation committee approved the following bonus targets for our named executive officers in Fiscal Year 2023:

  43. Bonus Compensation

    | Named Executive Officer | Target Bonus Percentage (1) | | Kevin Holleran | 115% | | Eifion Jones | 75% | | Susan Canning | 50% | | John Collins(2) | 70% | | Fernando Blasco | 50% | | Richard Roetken | 70% |

  44. Bonus Compensation

    | (1) Expressed as percentage of NEO’s annual salary. The target bonus percentages disclosed are as of December 31, 2023. |

  45. Bonus Compensation

    | (2) Mr. Collins’ target bonus percentage increased from 50% to 70% on December 4, 2023, as a result of his transition to Chief Commercial Officer. |

  46. Bonus Compensation

    The amount of incentive awards paid under our annual incentive plan is based on performance relative to threshold, target and maximum performance levels set when the awards are made. When performance falls below the threshold, executives receive no payout. Payouts at a threshold level of performance are 40% of the target payout, payouts at a target level of performance are 100% of the target payout, and payouts at or above a maximum level of performance are at 200% of the target payout, with payouts for performance between these levels being interpolated. For Fiscal Year 2023, annual bonuses were based on previously determined factors that the compensation committee deemed appropriate, consisting of achievement of Company adjusted EBITDA, adjusted free cash flow and ESG targets. In calculating the bonus payouts, generally, performance relative to the adjusted EBITDA target was weighted as 70% of the total target performance, the adjusted free cash flow target was weighted as 20% of the total target performance, and the ESG target was weighted as 10% of the total target performance. The compensation committee selected these performance measures because they are the critical measures we use internally in managing our businesses and, with respect to adjusted EBITDA and adjusted free cash flow, are measures of our profitability and the performance of our assets relative to our investment. The compensation committee believes that performance against these measures is a primary driver, over time, of the value of our company. The compensation committee believes that adjusted EBITDA (earnings before interest, income tax, depreciation and amortization expenses and selected items), adjusted free cash flow (adjusted EBITDA minus capital expenditures and the change in net working capital) and ESG related metrics of energy and water stewardship are the most appropriate measures of the annual operating performance of our businesses. In selecting these performance measures, setting the performance goals and awarding the corresponding incentive opportunities, the compensation committee took into account management’s recommendations. Our adjusted EBITDA for Fiscal Year 2023 did not meet the threshold performance level for that performance measure. Adjusted EBITDA decreased by 32.7% to $247.3 million for the full Fiscal Year 2023, driven primarily by decreased net sales and lower operating leverage. Adjusted EBITDA margin decreased by 310 basis points to 24.9% for the full Fiscal Year 2023, compared to the prior fiscal year. In addition, our adjusted free cash flow for Fiscal Year 2023 did not meet the threshold performance level for that performance measure as a result of these same drivers. Despite significant improvement in our stewardship of water and energy, threshold performance was not achieved as each defined metric was a function of labor hours worked, which decreased for Fiscal Year 2023. As a consequence, no bonuses were earned by our named executive officers under our annual incentive plan. The following table presents the 2023 performance goals set for the annual incentive plan. The table shows goals for threshold, target and maximum performance levels, actual 2023 performance and the percentage of target payout achieved for each goal.

  47. Bonus Compensation

    | Performance Metrics | | Performance Levels | | | Actual Performance | | | (dollars in millions) | Weighting | Threshold (40% of Target) | Target | Maximum (200% of Target) | Amount | % of Target Payout Achieved | | Adjusted EBITDA(1)(4) | 70% | $274 | $305 | $350 | $247.3 | 0% | | Adjusted free cash flow(2)(4) | 20% | $317 | $352 | $403 | $235.1 | 0% | | ESG(3) | 10% | -3% YOY (Water and Electricity) | -4% YOY (Water and Electricity) | -6% YOY (Water and Electricity) | 8% YOY (Water) 17% YOY (Electricity) | 0% |

  48. Bonus Compensation

    | (1) Adjusted EBITDA is defined as earnings before interest (including amortization of debt costs), income taxes, depreciation, and amortization further adjusted for the impact of restructuring related income or expenses, certain stock-based compensation, currency exchange items, acquisition and restructuring related expenses, net, and certain non-cash, nonrecurring or other items that are included in net income that the compensation committee does not consider indicative of the Company’s ongoing operating performance. Adjusted EBITDA is calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements. |

  49. Bonus Compensation

    | (2) Adjusted free cash flow measures our ability to generate cash after accounting for capital expenditures and working capital movements. Adjusted free cash flow is determined by reducing the Company’s adjusted EBITDA by capital expenditures and adjusting for changes in net working capital. |

  50. Bonus Compensation

    | (3) ESG components are defined as water and energy stewardship, a performance measure based on achieving a target level year-over-year reduction of: (i) gallons of water consumed per hours worked and (ii) kilowatts of energy used per hours worked at the Company’s three most water- and energy-intensive facilities, Clemmons, Nashville, and Rhode Island. |

  51. Bonus Compensation

    | (4) The compensation committee believes adjusted EBITDA and adjusted free cash flow are the most appropriate measures of the annual operating performance of our business and that performance on these measures, over time, are primary drivers of company value. Adjusted EBITDA and adjusted free cash flow are not financial measures under generally accepted accounting principles (“GAAP”). Reconciliations of adjusted EBITDA and adjusted free cash flow to the comparable GAAP measures are presented in Appendix A to this proxy statement. |

  52. Bonus Compensation

    Discretionary Bonuses Hayward is dedicated to delivering exceptional products, outstanding service and innovative technology to transform the experience of water. Our President and Chief Executive Officer, Kevin Holleran, led the global organization in a year characterized by macroeconomic impacts on the consumer and post-pandemic normalization across the pool industry while supporting our customers and expanding commercial relationships. With his continued guidance and focus on maintaining a safe work environment for all employees, North Carolina facilities were awarded Highly Protected Risk status by Factory Mutual Insurance Company, a leading commercial property insurer of the world’s largest businesses, for meeting the highest property protection industry standards. In addition to the implementation of programs to protect employees, Mr. Holleran also implemented programs improving the environmental impact of our products, specifically water and energy usage, which resulted in positive third-party recognition. Under the financial stewardship of Eifion Jones, Hayward’s Chief Financial Officer, we achieved strong financial and operating results amid lower sales volumes with gross profit margin expansion to a post-IPO record of 48.1% and cash provided by operating activities increasing 59% in 2023. Mr. Jones also successfully led Hayward’s completion of our prior enterprise cost reduction program resulting in annualized selling, general, and administrative savings of approximately $28 million. John Collins led Hayward’s global operations team for nearly all of 2023 before moving to his current Chief Commercial Officer responsibilities. In his time leading global operations, Mr. Collins drove lean manufacturing and continuous improvement capabilities in 2023, rightsizing production levels and cost structure, consolidating Hayward’s vertically integrated manufacturing footprint and investing in automation. In addition to her legal and corporate communications leadership, Susan Canning, our Chief Legal Officer, assumed additional organizational responsibilities by leading the global human resources function throughout 2023, driving pay for performance and sustainability initiatives while also successfully launching an enhanced information system and transitioning the European manufacturing workforce consistent with our operations footprint. Fernando Blasco was recognized for his leadership contributions in Europe as the region relocated manufacturing from Madrid to Barcelona, significantly reducing operational risk. The amount of these discretionary bonuses are included in the “Bonus” column of the Summary Compensation Table, appearing on page 40. The target and actual cash bonus amounts for our applicable named executive officers who received any bonus payment for Fiscal Year 2023 are set forth below. Mr. Roetken did not receive a bonus upon his separation from the company.

  53. Bonus Compensation

    | Named Executive Officer | Target Bonus | Earned Bonus | Discretionary Bonus | Actual Bonus | | Kevin Holleran | $1,078,700 | $0 | $150,000 | $150,000 | | Eifion Jones | $405,000 | $0 | $125,000 | $125,000 | | Susan Canning | $222,500 | $0 | $125,000 | $125,000 | | John Collins | $222,500 | $0 | $125,000 | $125,000 | | Fernando Blasco | $116,283 | $0 | $15,000 | $15,000 |

  54. Bonus Compensation

    2024 Bonus Opportunities For Fiscal Year 2024, the compensation committee approved financial and operational targets deemed appropriate, including achievement of Company adjusted EBITDA and replacing adjusted free cash flow and ESG with the addition of Revenue (Net Sales) and Cash Conversion Cycle. Cash Conversion Cycle is defined as days sales outstanding, plus days on hand of inventory, less days payable outstanding. The compensation committee weighted the targets as follows: adjusted EBITDA: 70%, Revenue: 20% and Cash Conversion Cycle: 10%. Threshold performance would fund the 2024 bonus at 25% of target payout, and performance below threshold would result in no payout. The maximum payment under the plan is 200% of an individual executive’s target bonus amount. The performance levels, relative to target performance, at which the threshold and maximum achievements are attained with respect to each metric are set out in the following table:

  55. Bonus Compensation

    | 2024 Bonus Opportunity | | | | | Performance Metrics | Weighting | Threshold | Max | | Adjusted EBITDA | 70% | 91% | 112% | | Revenue (Net Sales) | 20% | 94% | 108% | | Cash Conversion Cycle | 10% | 96% | 109% |

  56. Equity Compensation

    Equity Compensation Awards Granted in 2023 A significant portion of each named executive officer’s compensation is in the form of equity compensation to create a strong alignment with the interests of stockholders. If the Company’s stock price declines, so does the value of the named executive officers’ compensation, and vice versa. When setting targeted in-service compensation for each of our executive officers, the compensation committee considers individual performance, experience and tenure. In evaluating the reasonableness and competitiveness of targeted in-service compensation, the compensation committee reviews compensation data for a peer group prepared by its independent executive compensation consultant. Certain members of our senior management team help prepare for and attend meetings where executive compensation, company performance targets, and competitive compensation levels and practices are discussed and evaluated. However, only the compensation committee members are allowed to vote on decisions regarding executive compensation. The compensation committee also receives recommendations from our CEO regarding the compensation of our other officers, including the other named executive officers. Our CEO does not participate in the deliberations of the compensation committee and our board regarding his own compensation. Prior to the IPO, our Board of Directors adopted and our stockholders approved our Second Amended and Restated Hayward Holdings, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which provided for the grant of equity awards with respect to our common stock. In connection with our IPO, we adopted the Hayward Holdings, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). We believe using long-term incentive compensation provides our employees (including the named executive officers) and other eligible service providers the opportunity to participate in the equity appreciation of our business, incentivizes them to work towards Hayward’s long-term performance goals and aligns their interests with the interests of our stockholders. We also believe that such awards function as a compelling incentive and retention tool. In Fiscal Year 2023, the compensation committee awarded time-based stock options, time-based RSUs, and PSUs which vest based on achievement of specified performance measures over a three-year performance period. The value of the awards generally allocated 40% to time-based stock options, 40% to RSUs and 20% to PSUs. To determine the target number of PSUs and the number of RSUs and stock options, the compensation committee divided the applicable dollar value of each such award by the closing price of our common stock on the date of the award for the RSUs and PSUs and by the Black-Scholes accounting value for the stock options. The following describes each type of award: Time-Based Stock Options Stock options granted to officers in Fiscal Year 2023 vest, subject to continued employment, in equal annual installments over a three-year period. Accordingly, such awards serve as a retention incentive, as unvested awards are forfeited if the executive voluntarily leaves the Company. In Fiscal Year 2023, our named executive officers received options to purchase common stock under the 2021 Plan with the grant values reflected below.

  57. Equity Compensation

    | Name Executive Officer | Grant Date | Stock Options (#)(1) | Grant Date Value of Stock Options ($)(1) | | Kevin Holleran | March 2, 2023 | 312,897 | $1,480,003 | | Eifion Jones | March 2, 2023 | 91,332 | $432,000 | | Susan Canning | March 2, 2023 | 56,449 | $267,004 | | John Collins | March 2, 2023 | 47,041 | $222,504 | | Fernando Blasco | March 2, 2023 | 9,809 | $46,397 |

  58. Equity Compensation

    | (1) For the named executive officers employed on March 2, 2024, these options vested as to one-third of the initial underlying shares of common stock on March 2, 2024, and generally vest as to the remaining two-thirds of the initial underlying shares of common stock in two equal installments, on each of March 2, 2025 and March 2, 2026, generally subject to the individual’s continued employment with us through the applicable vesting date. The options granted have an exercise price equal to $11.81 per share. Because Mr. Roetken’s employment with the Company ceased on December 31, 2023, all of the options granted to him in Fiscal Year 2023 were forfeited before they vested. |

  59. Equity Compensation

    Time-Based Restricted Stock Units RSU awards granted to officers in Fiscal Year 2023 vest, subject to continued employment, in equal annual installments over a three-year period. Accordingly, such awards serve as a retention incentive, as unvested awards are forfeited if the executive voluntarily leaves the Company.

  60. Equity Compensation

    | Named Executive Officer | Grant Date | RSUs (#) (1) | Grant Date Value of RSUs ($)(1) | | Kevin Holleran | March 2, 2023 | 125,318 | $1,480,006 | | Eifion Jones | March 2, 2023 | 36,580 | $432,010 | | Susan Canning | March 2, 2023 | 41,448 | $489,501 | | John Collins | March 2, 2023 | 18,840 | $222,500 | | Fernando Blasco | March 2, 2023 | 3,929 | $46,401 |

  61. Equity Compensation

    | (1) For the named executive officers employed on March 2, 2024, these RSUs vested as to one-third of the initial underlying shares of common stock on March 2, 2024, and generally vest as to the remaining two-thirds of the initial underlying shares of common stock in two equal installments, on each of March 2, 2025 and March 2, 2026, generally subject to the individual’s continued employment with us through the applicable vesting date. Because Mr. Roetken’s employment with the Company ceased on December 31, 2023, all of the RSUs granted to him in Fiscal Year 2023 were forfeited before they vested. |

  62. Equity Compensation

    Performance-Based Stock Units PSU awards have a three-year performance period, with vesting based on the achievement of specified performance metrics. For Fiscal Year 2023, the compensation committee selected return on gross invested capital and adjusted EBITDA margin, weighted equally, as the performance measures. Return on gross invested capital is calculated by dividing Adjusted EBITDA by the sum of the amount of the Company’s gross property, plant and equipment (both purchased and under capital lease) plus working capital. Adjusted EBITDA is calculated as described above under “—Annual Incentive Plan.” These financial measures can be impacted by a variety of non-recurring or extraordinary items (e.g., business restructuring) and actual results may be adjusted for these items if not contemplated in the target setting process. Adjustments to the annual bonus financial results, if any, are reviewed and approved by the compensation committee. The threshold, target and maximum levels with respect to these performance measures are not presented as such information is confidential and competitively sensitive. In setting these levels, the compensation committee considered achievement of the target level to be in line with its expectations for the Company's performance for such period. The following table summarizes the number of shares that would be issued at the threshold, target and maximum levels for the Fiscal Year 2023 PSU grants made to the current named executive officers. Because Mr. Roetken’s employment with the Company ceased on December 31, 2023, all of the PSUs granted to him in Fiscal Year 2023 have been forfeited.

  63. Equity Compensation

    | Named Executive Officer | Threshold (#)(1) | Target (#)(1) | Maximum (#)(1) | Grant Date Value of PSUs ($)(1) | | Kevin Holleran | 31,330 | 62,660 | 125,320 | $740,015 | | Eifion Jones | 9,145 | 18,290 | 36,580 | $216,005 | | Susan Canning | 5,652 | 11,304 | 22,608 | $133,500 | | John Collins | 4,710 | 9,420 | 18,840 | $111,250 | | Fernando Blasco | 983 | 1,966 | 3,932 | $23,218 |

  64. Equity Compensation

    | (1) These PSUs vest generally subject to achievement of specified performance measures over the three-year performance period and the individual’s continued employment with us through the date of the compensation committee’s certification of the achievement against the financial goals. Grant date value is presented based on the target level of performance. |

  65. Equity Compensation

    Equity Program Changes for 2024 The compensation committee authorized the continued use of RSUs and PSUs but did not issue stock option awards to named executive officers as part of the equity program in 2024. The RSUs generally vest in three annual installments. The PSUs are generally measured against achievement of financial goals for 2024, with a modifier that may adjust the number of earned PSUs by +/-15% based on absolute total shareholder return over the three years ending December 31, 2026. PSUs vest on the third anniversary of the grant date, subject to continued employment, and the compensation committee’s certification of the performance goal achievement and the total shareholder return modifier for the three-year period. The mix of equity components for 2024 awards for the CEO was 50% RSUs and 50% PSUs, meanwhile the mix for the other named executive officers was 60% RSUs and 40% PSUs. The compensation committee believes that an increase in PSUs will further align our executives’ interests with those of our stockholders, and continued use of RSUs provides increased retention incentives.

  66. Equity Compensation

    | | |

  67. Other Elements of Compensation

    | ● | short-term and long-term disability insurance; and |

  68. Employment and Severance Arrangements

    Employment and Severance Arrangements As of December 31, 2023, we were party to employment agreements or offer letters with our named executive officers. A detailed description of the applicable severance provisions contained in our named executive officer’s employment agreements for Fiscal Year 2023 is described in “–Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table–Executive Compensation Arrangements,” below.

  69. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our executive officers for the years indicated below.

  70. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Kevin Holleran President, Chief Executive Officer | 2023 | 923,135 | 150,000 | 2,220,021 | 1,480,003 | – | 657,510 | 201,337 | 5,632,006 | | | 2022 | 875,000 | – | 700,006 | 2,800,000 | – | 875,951 | 369,752 | 5,620,709 | | | 2021 | 775,000 | – | – | 3,100,000 | 1,550,000 | 742,482 | 259,907 | 6,427,389 | | Eifion Jones Senior Vice President, Chief Financial Officer | 2023 | 531,731 | 125,000 | 648,015 | 432,000 | – | 160,922 | 92,053 | 1,989,721 | | | 2022 | 493,452 | 150,000 | 185,843 | 743,300 | – | 111,208 | 109,795 | 1,793,598 | | | 2021 | 464,000 | – | – | 877,500 | 715,000 | 144,712 | 413,796 | 2,615,009 | | Susan Canning Senior Vice President, Chief Legal Officer and Corporate Secretary | 2023 | 440,192 | 125,000 | 623,001 | 267,004 | – | 134,393 | 87,966 | 1,677,556 | | | 2022 | 416,539 | 130,000 | 80,028 | 423,000 | – | 104,557 | 91,467 | 1,245,590 | | John Collins Senior Vice President, Chief Commercial Officer | 2023 | 444,327 | 125,000 | 333,750 | 222,504 | – | 97,354 | 93,655 | 1,316,590 | | | 2022 | 261,538 | 232,500 | 173,753 | 255,000 | – | 41,263 | 167,148 | 1,131,203 | | Fernando Blasco (6) Vice President, General Manager Europe & Rest of World | 2023 | 195,271 | 15,000 | 69,619 | 46,397 | – | – | 20,471 | 346,758 | | | 2022 | 153,299 | – | 23,530 | 94,017 | – | – | 21,702 | 292,548 | | | 2021 | 233,090 | – | – | 93,971 | 233,090 | – | 22,438 | 582,589 | | Richard Roetken(7) Former President, North America | 2023 | 499,856 | – | 420,022 | 280,002 | – | 236,389 | 89,861 | 1,526,130 | | | 2022 | 474,192 | – | 127,703 | 510,700 | – | 77,564 | 183,008 | 1,373,167 | | | 2021 | 456,000 | – | – | 1,325,530 | 638,000 | 253,394 | 344,836 | 3,017,760 |

  71. SUMMARY COMPENSATION TABLE

    | (1) The amounts shown for Messrs. Holleran, Jones, Collins, Roetken and Ms. Canning include contributions made by them to the Hayward Industries, Inc. Retirement Plan, described under “–Other Elements of Compensation–Retirement Plans.” |

  72. SUMMARY COMPENSATION TABLE

    | (2) The amounts shown in this column represents the aggregate grant date fair value of restricted stock awards and PSUs at the target level of performance, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The only assumption we used in determining the amounts for the restricted stock awards and performance-based stock units was the grant date share price, which was the closing price of our common stock on the grant date. The RSUs granted in 2023 are scheduled to vest in equal increments on the first, second and third anniversaries of the date of grant subject to the executive’s continued employment. The PSUs vest subject to performance results after the completion of a three-year performance period. Assuming maximum payouts under the PSUs, which are 200% of the target levels, the amounts reported above for the RSUs and PSUs for 2023 would be as follows: Mr. Holleran, $2,960,035; Mr. Jones, $864,020; Ms. Canning, $756,501; Mr. Collins, $445,000; Mr. Blasco $92,838; and Mr. Roetken, $560,042. The reported amounts for any award do not reflect any adjustments for restrictions on transferability. All RSUs and PSUs granted to Mr. Roetken that were unvested as of his December 31, 2023 departure from the Company were forfeited upon his departure. The amounts reported in the table and in this footnote for Mr. Roetken do not reflect the impact of such forfeiture. |

  73. SUMMARY COMPENSATION TABLE

    | (3) The amounts shown in this column represents the grant date fair value of options to purchase our common stock, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used to value the options for this purpose are set forth in Note 17 to our consolidated financial statements included in our Form 10-K for the year ended December 31, 2023. All options granted to Mr. Roetken that were unvested as of his December 31, 2023 departure from the Company were forfeited upon his departure. The amounts reported in the table for Mr. Roetken do not reflect the impact of such forfeiture. |

  74. SUMMARY COMPENSATION TABLE

    | (4) The amounts shown in this column are annual bonus amounts payable in respect of each fiscal year reported. Our annual incentive plan is described above under “–Bonus Compensation.” |

  75. SUMMARY COMPENSATION TABLE

    | (5) The amounts shown in the “All Other Compensation” column reflect the following items, as applicable to each named executive officer for the Fiscal Year 2023: |

  76. SUMMARY COMPENSATION TABLE

    | Name | 401(k) Plan ($)(a) | Company Cars ($)(b) | Supplemental Medical Plan ($)(c) | Nonqualified Deferred Compensation Plan ($)(d) | Relocation Benefits ($)(e) | Life Insurance | Total ($) | | Kevin Holleran | 19,050 | 10,381 | 15,768 | 83,082 | 69,037 | 4,019 | 201,337 | | Eifion Jones | 19,050 | – | 15,768 | 53,365 | – | 3,870 | 92,053 | | Susan Canning | 19,050 | – | 15,768 | 51,317 | – | 1,831 | 87,966 | | John Collins | 17,697 | – | 15,588 | 39,989 | 19,031 | 1,350 | 93,655 | | Fernando Blasco | – | 15,814 | 2,494 | – | – | 2,163 | 20,471 | | Richard Roetken | 19,050 | 6,186 | 15,768 | 44,987 | – | 3,870 | 89,861 |

  77. SUMMARY COMPENSATION TABLE

    | (a) The amounts shown reflect Company matching contributions to the Hayward Industries, Inc. Retirement Plan, described under “–Other Elements of Compensation–Retirement Plans.” For Messrs. Holleran, Jones and Roetken and Ms. Canning this reflects $9,900 in employer matching contributions to their 401(k) plans and an additional $9,150 safe harbor contribution to their 401(k) plans. For Mr. Collins this reflects $9,900 in employer matching contributions to his 401(k) plan and an additional $7,797 safe harbor contribution to his 401(k) plan. |

  78. SUMMARY COMPENSATION TABLE

    | (b) The amounts shown reflect car lease payments and car expense reimbursements we provide to each of the named executive officers. |

  79. SUMMARY COMPENSATION TABLE

    | (c) The amounts shown reflect premiums for a supplemental executive medical plan that we make available to certain of our senior employees, including our named executive officers. |

  80. SUMMARY COMPENSATION TABLE

    | (d) The amounts shown reflect Company matching contributions to the Hayward Industries, Inc. Supplementary Retirement Plan, described under “–Other Elements of Compensation–Retirement Plans.” |

  81. SUMMARY COMPENSATION TABLE

    | (e) The amounts shown reflect relocation expenses paid pursuant to an agreement with such named executive officer as a result of the relocation of the Company’s headquarters. The amounts include gross-up payments for income taxes related to the relocation expense payments as follows: Mr. Holleran, $17,017; and Mr. Collins, $6,566. The Company’s obligation to reimburse certain relocation expenses payable to Mr. Holleran pursuant to his employment agreement, as amended, and his Relocation Agreement (as defined below), expire no later than March 31, 2025. |

  82. SUMMARY COMPENSATION TABLE

    | (6) Cash amounts received by Mr. Blasco pursuant to his employment agreement were paid in Euros. The amounts shown in the table above were converted to U.S. dollars at an exchange rate of EUR 1 = USD 1.0817, which was an average of the daily closing exchange rate for the 2023 calendar year. |

  83. SUMMARY COMPENSATION TABLE

    | (7) Mr. Roetken ceased serving as President, North America on December 4, 2023 and as an employee after December 31, 2023. |

  84. GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2023

    GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2023 The following table provides supplemental information relating to grants of plan-based awards made during Fiscal Year 2023 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards that the Company granted to the named executive officers during Fiscal Year 2023.

  85. GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2023

    | Name | Grant Date (1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plans(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Kevin Holleran President, Chief Executive Officer | N/A | 431,480 | 1,078,700 | 2,157,400 | — | — | — | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | — | — | 312,897 | 11.81 | 1,480,003 | | | 3/2/2023 | — | — | — | 31,330 | 62,660 | 125,320 | — | — | — | 740,015 | | | 3/2/2023 | — | — | — | — | — | — | 125,318 | — | — | 1,480,006 | | Eifion Jones Senior Vice President, Chief Financial Officer | N/A | 162,000 | 405,000 | 810,000 | — | — | — | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | — | — | 91,332 | 11.81 | 432,000 | | | 3/2/2023 | — | — | — | 9,145 | 18,290 | 36,580 | — | — | — | 216,005 | | | 3/2/2023 | — | — | — | — | — | — | 36,580 | — | — | 432,010 | | Susan Canning Senior Vice President, Chief Legal Officer and Corporate Secretary | N/A | 89,000 | 222,500 | 445,000 | — | — | — | — | — | — | — | | | 3/2/2023 | — | — | | — | — | — | — | 56,449 | 11.81 | 267,004 | | | 3/2/2023 | — | — | | 5,652 | 11,304 | 22,608 | — | — | — | 133,500 | | | 3/2/2023 | — | — | — | — | — | — | 41,448 | — | — | 489,501 | | John Collins Senior Vice President, Chief Commercial Officer | N/A | 89,000 | 222,500 | 445,000 | — | — | — | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | — | — | 47,041 | 11.81 | 222,504 | | | 3/2/2023 | — | — | — | 4,710 | 9,420 | 18,840 | — | — | — | 111,250 | | | 3/2/2023 | — | — | — | — | — | — | 18,840 | — | — | 222,500 | | Fernando Blasco Vice President, General Manager Europe & Rest of World | N/A | 46,395 | 115,988 | 231,975 | — | — | — | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | — | — | 9,809 | 11.81 | 46,397 | | | 3/2/2023 | — | — | — | 983 | 1,966 | 3,932 | — | — | — | 23,218 | | | 3/2/2023 | — | — | — | — | — | — | 3,929 | — | — | 46,401 | | Richard Roetken Former President, North America | N/A | 143,500 | 358,750 | 717,500 | — | — | — | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | — | — | 59,197 | 11.81 | 280,002 | | | 3/2/2023 | — | — | — | 5,928 | 11,856 | 23,712 | — | — | — | 140,019 | | | 3/2/2023 | — | — | — | — | — | — | 23,709 | — | — | 280,003 |

  86. GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2023

    | (1) These grants were issued under the 2021 Plan. | | (2) Threshold, target and maximum non-equity incentive opportunities calculated as a percentage of actual base salary earned during the performance year. | | (3) Reflects PSU awards granted in Fiscal Year 2023. Refer to “—Compensation Discussion and Analysis—Equity Compensation—Performance Based Stock Units” for further details on these awards. | | (4) Amounts reflect the full grant-date fair value of PSU awards, RSU awards, and options granted during Fiscal Year 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all PSU awards, RSU awards, and option awards made to executive officers in Note 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  87. NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE The material terms of the employment agreements with each of our named executive officers, as in effect in Fiscal Year 2023, are described below. Each of our named executive officers’ employment is “at will” and may be terminated at any time.

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2023. Each of these awards were granted under the 2021 Plan unless otherwise noted. With respect to Mr. Roetken, pursuant to the terms of his equity award agreements, his unvested stock options and equity awards were forfeited as of the date of his separation of employment.

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(2) | | Kevin Holleran President, Chief Executive Officer | 12/24/2019 | 3,310,000 | 390,000 | 1.40 | 12/24/2029 | — | — | — | — | | | 3/11/2021 | 404,823 | 202,412 | 17.00 | 3/11/2031 | — | — | — | — | | | 3/3/2022 | 169,388 | 338,779 | 17.10 | 3/3/2032 | — | — | — | — | | | 3/3/2022 | — | — | — | — | — | — | 40,936 | 556,730 | | | 3/2/2023 | — | 312,897 | 11.81 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | — | 62,660 | 852,176 | | | 3/2/2023 | — | — | — | — | 125,318 | 1,704,325 | — | — | | Eifion Jones Senior Vice President, Chief Financial Officer | 4/20/2020 | 753,375 | 312,000 | 1.40 | 4/20/2030 | — | — | — | — | | | 3/11/2021 | 114,591 | 57,296 | 17.00 | 3/11/2031 | — | — | — | — | | | 3/3/2022 | 44,969 | 89,939 | 17.10 | 3/3/2032 | — | — | — | — | | | 3/3/2022 | — | — | — | — | — | — | 10,868 | 147,805 | | | 3/2/2023 | — | 91,332 | 11.81 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | — | 18,290 | 248,744 | | | 3/2/2023 | — | — | — | — | 36,580 | 497,488 | — | — | | Susan Canning Senior Vice President, Chief Legal Counsel and Corporate Secretary | 8/4/2021 | 18,215 | 9,108 | 23.29 | 8/4/2031 | — | — | — | — | | | 8/4/2021 | — | — | — | — | 716 | 9,738 | — | — | | | 3/3/2022 | 25,588 | 51,182 | 17.10 | 3/3/2032 | — | — | — | — | | | 3/3/2022 | — | — | — | — | — | — | 4,680 | 63,648 | | | 3/2/2023 | — | 56,449 | 11.81 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | — | 11,304 | 153,734 | | | 3/2/2023 | — | — | — | — | 41,448 | 563,693 | — | — | | John Collins Senior Vice President, Chief Commercial Officer | 7/29/2022 | 20,681 | 41,363 | 11.67 | 7/29/2032 | — | — | — | — | | | 7/29/2022 | — | — | — | — | — | — | 5,463 | 74,297 | | | 7/29/2022 | — | — | — | — | 6,285 | 85,476 | — | — | | | 3/2/2023 | — | 47,041 | 11.81 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | — | 9,420 | 128,112 | | | 3/2/2023 | — | — | — | — | 18,840 | 256,224 | — | — | | Fernando Blasco, Vice President, General Manager Europe & Rest of World | 4/25/2019 | — | 29,250 | 1.80 | 4/25/2029 | — | — | — | — | | | 3/11/2021 | 9,816 | 4,909 | 17.00 | 3/11/2031 | — | — | — | — | | | 3/3/2022 | 5,687 | 11,376 | 17.10 | 3/3/2023 | — | — | — | — | | | 3/3/2022 | — | — | — | — | — | — | 1,376 | 18,714 | | | 3/2/2023 | — | 9,809 | 11.81 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | — | 1,966 | 26,738 | | | 3/2/2023 | — | — | — | — | 3,929 | 53,434 | — | — | | Richard Roetken (3) Former President, North America | 8/27/2018 | 126,670 | — | 0.50 | 8/27/2028 | — | — | — | — | | | 1/12/2021 | 156,000 | 39,000 | 3.61 | 1/12/2031 | — | — | — | — | | | 3/11/2021 | 81,173 | 40,587 | 17.00 | 3/11/2031 | — | — | — | — | | | 3/3/2022 | 30,896 | 61,794 | 17.10 | 3/3/2032 | — | — | — | — | | | 3/3/2022 | — | — | — | — | — | — | 7,468 | 101,565 | | | 3/2/2023 | — | 59,197 | 11.81 | 3/2/2033 | — | — | — | — | | | 3/2/2023 | — | — | — | — | — | — | 11,856 | 161,242 | | | 3/2/2023 | — | — | — | — | 23,709 | 322,442 | — | — |

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (1) The following sets forth the vesting schedule and related information for the outstanding unvested stock options, RSUs and PSUs (i.e. equity plan awards): |

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Grant Date | Grant Type | Vesting Schedule | | 4/25/2019 | Stock Options | Unvested portion vests on April 25, 2024, subject generally to the executive’s continued employment with the company. | | 12/24/2019 | Stock Options | Unvested portion vests on August 12, 2024, subject generally to the executive’s continued employment with the company. | | 4/20/2020 | Stock Options | Unvested portion vests in two equal installments, on each of April 20, 2024 and April 20, 2025, subject generally to the executive’s continued employment with the company. | | 1/12/2021 | Stock Options | Unvested portion vests in two equal installments, on each of August 28, 2024 and August 28, 2025, subject generally to the executive’s continued employment with the company. | | 3/11/2021 | Stock Options | Unvested portion vests on April 11, 2024, subject generally to the executive’s continued employment with the company. | | 8/4/2021 | Stock Options | Unvested portion vests on August 4, 2024, subject generally to the executive’s continued employment with the company. | | 8/4/2021 | RSUs | Unvested portion vests on August 4, 2024, subject generally to the executive’s continued employment with the company. | | 3/3/2022 | Stock Options | Unvested portion vests in two equal installments, on each of April 3, 2024 and April 3, 2025, subject generally to the executive’s continued employment with the company. | | 3/3/2022 | PSUs | Award generally vests subject to the satisfaction of the three-year performance period and the executive’s continued employment with the company. Reflects target performance and generally any shares awarded would be issued in March 2025. | | 3/3/2022 | RSUs | Unvested portion vests in two equal installments, on each of April 3, 2024 and April 3, 2025, subject generally to the executive’s continued employment with the company. | | 7/29/2022 | Stock Options | Unvested portion vests in two equal installments, on each of July 29, 2024 and July 29, 2025, subject generally to the executive’s continued employment with the company. | | 7/29/2022 | PSUs | Award generally vests subject to the satisfaction of the three-year performance period and the executive’s continued employment with the company. Reflects target performance and generally any shares awarded would be issued in March 2026. | | 7/29/2022 | RSUs | Unvested portion vests in two equal installments, on each of July 29, 2024 and July 29, 2025, subject generally to the executive’s continued employment with the company. | | 3/2/2023 | Stock Options | Unvested portion vests in three equal installments, on each of March 2, 2024, March 2, 2025 and March 2, 2026, subject generally to the executive’s continued employment with the company. | | 3/2/2023 | PSUs | Award generally vests subject to the satisfaction of the three-year performance period and the executive’s continued employment with the company. Reflects target performance and generally any shares awarded would be issued in March 2027. | | 3/2/2023 | RSUs | Unvested portion vests in three equal installments, on each of March 2, 2024, March 2, 2025 and March 2, 2026, subject generally to the executive’s continued employment with the company. |

  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (2) Market values reflect the closing price of our common stock quoted on the NYSE on December 29, 2023 (the last trading day of 2023), which was $13.60 per share. |

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (3) Mr. Roetken’s employment with the Company ceased on December 31, 2023 and all of his unvested equity awards were forfeited immediately thereafter. Pursuant to the terms of his option award agreements, Mr. Roetken may exercise vested stock options up to 90 days following the date he ceased serving as an employee. |

  94. OPTION EXERCISES AND STOCK VESTED TABLE - FISCAL YEAR 2023

    OPTION EXERCISES AND STOCK VESTED TABLE - FISCAL YEAR 2023 The following table shows for Fiscal Year 2023 the number of shares acquired upon exercise of option awards and the vesting of stock awards and the value realized upon such exercise and vesting.

  95. OPTION EXERCISES AND STOCK VESTED TABLE - FISCAL YEAR 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Kevin Holleran | — | — | — | — | | Eifion Jones | 200,000 | 2,450,612 | — | — | | Susan Canning | — | — | 716 | 10,518 | | John Collins | — | — | 3,141 | 41,838 | | Fernando Blasco | 29,250 | 367,427 | — | — | | Richard Roetken | 450,080 | 5,702,718 | — | — |

  96. OPTION EXERCISES AND STOCK VESTED TABLE - FISCAL YEAR 2023

    | (1) Value realized on exercise is computed by multiplying the number of shares of stock options exercised by the price difference between the exercise price and the closing market price of the Company’s common stock on the applicable exercise date. |

  97. OPTION EXERCISES AND STOCK VESTED TABLE - FISCAL YEAR 2023

    | (2) Represents the gross number of shares acquired on vesting of RSUs, as applicable, without taking into account any shares withheld to satisfy applicable tax obligations. |

  98. OPTION EXERCISES AND STOCK VESTED TABLE - FISCAL YEAR 2023

    | (3) Value realized on vesting is computed by multiplying the number of shares of RSUs, as applicable, vested by the closing market price of the Company’s common stock on the applicable vesting date (or the last business day immediately prior thereto if the vesting date is not a trading day on the NYSE). |

  99. SUMMARY OF POTENTIAL PAYMENTS AND BENEFITS-TERMINATION EVENTS

    SUMMARY OF POTENTIAL PAYMENTS AND BENEFITS-TERMINATION EVENTS

  100. SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table provides information regarding certain potential payments that would have been made to the named executive officers if the triggering event occurred on December 31, 2023, the last day of the fiscal year, based on the actual value per share of our common stock of $13.60 on December 29, 2023, the last trading day of 2023, where applicable. If a triggering event were to occur, the amounts actually received will vary based on factors such as the timing of such triggering event and the value per share of our common stock at such time. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the named executive officer during his or her employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the 2021 Plan and 2017 Plan.

  101. SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Benefit | Death(1) ($) | Disability(1) ($) | Termination Without Cause or for Good Reason (no Change in Control) ($) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($) | | Kevin Holleran | Cash | — | — | 4,003,669 | 4,003,669 | | | Equity Acceleration(2) | 4,758,000 | 4,758,000 | — | 8,431,316 | | | Value of Health Benefits | — | 26,186 | 26,186 | 26,186 | | | Value of Retirement Contributions (3) | — | 219,993 | 219,993 | 219,993 | | | Value of Outplacement Services (4) | — | — | 6,000 | 6,000 | | | Total | 4,758,000 | 5,004,179 | 4,255,848 | 12,687,164 | | Eifion Jones | Cash | — | — | 936,731 | 936,731 | | | Equity Acceleration(2) | 3,806,400 | 3,806,400 | — | 4,863,921 | | | Value of Health Benefits | — | 26,186 | 26,186 | 26,186 | | | Value of Retirement Contributions (3) | — | 114,000 | 114,000 | 114,000 | | | Value of Outplacement Services (4) | — | - | 6,000 | 6,000 | | | Total | 3,806,400 | 3,946,586 | 1,082,917 | 5,946,838 | | Susan Canning | Cash | — | — | 662,692 | 662,692 | | | Equity Acceleration(2) | — | — | — | 891,857 | | | Value of Health Benefits | — | 18,568 | 18,568 | 18,568 | | | Value of Retirement Contributions (3) | — | 85,575 | 85,575 | 85,575 | | | Value of Outplacement Services (4) | — | — | 6,000 | 6,000 | | | Total | — | 104,143 | 772,835 | 1,664,692 | | John Collins | Cash | — | — | 666,827 | 666,827 | | | Equity Acceleration(2) | — | — | — | 708,143 | | | Value of Health Benefits | — | 24,918 | 24,918 | 24,918 | | | Value of Retirement Contributions (3) | — | 101,850 | 101,850 | 101,850 | | | Value of Outplacement Services (4) | — | — | 6,000 | 6,000 | | | Total | — | 126,768 | 799,595 | 1,507,738 | | Fernando Blasco | Cash | — | — | 311,258 | 311,258 | | | Equity Acceleration(2) | 345,150 | 345,150 | — | 461,594 | | | Value of Health Benefits | — | — | — | — | | | Value of Retirement Contributions (3) | — | — | — | — | | | Value of Outplacement Services (4) | — | — | — | — | | | Total | 345,150 | 345,150 | 311,258 | 772,852 | | Richard Roetken | Cash | — | — | 858,606 | 858,606 | | | Equity Acceleration(2) | 389,610 | 389,610 | — | 1,080,821 | | | Value of Health Benefits | — | 9,957 | 9,957 | 9,957 | | | Value of Retirement Contributions (3) | — | 104,138 | 104,138 | 104,138 | | | Value of Outplacement Services (4) | — | — | 6,000 | 6,000 | | | Total | 389,610 | 503,705 | 978,701 | 2,059,522 |

  102. SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) Except for Mr. Blasco, pursuant to their employment agreements, the named executive officers are entitled to a pro-rata bonus based on the amount that would have actually paid to such named executive officer pursuant the annual incentive plan for the year ended December 31, 2023 in the event of the death or disability of such named executive officer. As no bonus amount was earned under the annual incentive plan for the year ended December 31, 2023, the amounts shown reflect no cash being paid for this portion of the named executive officer’s death or disability severance payment. |

  103. SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (2) Determined based on the closing price of our common stock quoted on the NYSE on December 29, 2023, the last trading day of 2023, which was $13.60 per share. |

  104. SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (3) Consists of payment of an amount equal to the cost of any perquisites, welfare benefits, and retirement plan contributions the named executive officer would otherwise have been eligible to receive in the 12 months following the named executive officer’s termination. |

  105. SUMMARY OF POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (4) Represents the estimated amounts payable by us for outplacement services for the 6-month period following termination of the named executive officer’s employment without cause or for good reason. |

  106. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive “Compensation Actually Paid” (“CAP”), as calculated under applicable SEC rules, for our principal executive officer (“PEO”) and our other named executive officers (“non-PEO NEOs”) and certain financial performance measures for Fiscal Year 2023. Because we became a reporting company under the Exchange Act in March 2021, we are required to present this information only for the fiscal years ended December 31, 2023 and 2022, with future annual meeting proxy statements expanding the period by an additional year until the period addressed by the disclosure is five years. In determining the CAP to our PEO and the CAP to our non-PEO NEOs, we are required to make various adjustments to the total compensation amounts that have been reported in the Summary Compensation Table, as the SEC’s valuation methods for this section differ from those required in the SCT. Information regarding the methodology for calculating CAP to our PEO and the CAP to our non-PEO NEOs, including details regarding the amounts that were deducted from, and added to, the SCT totals to arrive at the values presented for CAP, are provided in the footnotes to the table. Note that for non-PEO NEOs, compensation is reported as an average. As identified in the footnotes to the table, the determination of CAP includes adjustments to reflect, among other things, period-to-period changes in the value of unvested equity awards, including PSUs awarded to our NEOs. Accordingly, such amounts do not reflect the value of compensation actually delivered to, or received by the PEO or the Non-PEO NEOs, in the period reported in the table, as the amount of actual compensation received by any executive officers depends on whether the executive officer satisfies the conditions for vesting of any such award, the extent to which performance conditions for performance-based awards are satisfied, and the value of our common stock on the date such awards vest (or, with respect to options, on the date that vested options are exercised). A graphical representation of the relationship between CAP and certain financial performance measures is also presented below. The Compensation Discussion & Analysis (“CD&A”) section of this proxy statement, above, describes the process by which the compensation committee sets the compensation for our named executive officers. This process is completed independently of determining CAP for purposes of disclosure in this “Pay Versus Performance” section. Accordingly, the compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  107. Pay Versus Performance

    Pay Versus Performance

  108. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income | Adjusted EBITDA(5) | | | | | | | HAYW Total Shareholder Return(4) ($) | Peer Group Total Shareholder Return(4) ($) | | | | | | | | | | | ($ in millions) | | | 2023 | 5,632,006 | 10,863,724 | 1,371,351 | 2,135,253 | 51.85 | 85.68 | 80.7 | 247.3 | | 2022 | 5,620,709 | -21,227,402 | 1,347,933 | -2,723,088 | 35.84 | 60.89 | 179.3 | 367.6 |

  109. Pay Versus Performance

    (1) Kevin Holleran served as President and Chief Executive Officer throughout Fiscal Years 2023 and 2022 and is identified as the PEO in the table. (2) Deductions from, and additions to, total compensation in the Summary Compensation Table to calculate CAP consist of:

  110. Pay Versus Performance

    | | 2023 | | | | | 2022 | | | | | PEO ($) | | Average Non-PEO NEOs ($) | | PEO ($) | | | Average Non-PEO NEOs ($) | | Total Compensation from Summary Compensation Table | 5,632,006 | 1,371,351 | | 5,620,709 | | | 1,347,933 | | | Adjustments for Equity Awards | | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (3,700,024) | (668,463) | | (3,500,006) | | | (577,866) | | | Year-end fair value of unvested awards granted in the current year | 3,786,511 | 689,787 | | 1,019,537 | | | 179,649 | | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 2,911,429 | 504,927 | | (17,488,238) | | | (2,615,401) | | | Fair values at vest date for awards granted and vested in current year | - | - | | - | | | - | | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | 2,233,802 | 237,651 | | (6,879,404) | | | (864,161) | | | Forfeitures during current year equal to prior year-end fair value | - | - | | - | | | (193,242) | | | Total Adjustments for Equity Awards | 5,231,718 | 763,902 | | (26,848,111) | | | (4,071,021) | | | Compensation Actually Paid (as calculated) | 10,863,724 | 2,135,253 | | (21,227,402) | | | (2,723,088) | |

  111. Pay Versus Performance

    | (3) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average CAP for the following executives by year: 2023: Eifion Jones, John Collins, Susan Canning, Fernando Blasco, Richard Roetken 2022: Eifion Jones, Richard Roetken, John Collins, Susan Canning, Lesley Billow |

  112. Pay Versus Performance

    | (4) Total Shareholder Return (“TSR”) is determined based on the value of an initial fixed investment of $100 made on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year. The TSR peer group consists of the Company’s compensation peer group, which is identified on page 31. |

  113. Pay Versus Performance

    | (5) Adjusted EBITDA is a financial measure selected by the compensation committee for evaluating performance with respect to the compensation of our NEOs. Please see page 33 for a description of the calculation of Adjusted EBITDA. |

  114. Pay Versus Performance

    Performance measures used to link performance to executive compensation We have listed below the three performance measures that represent the most important metrics we used to link CAP to our NEOs for 2023:

  115. Pay Versus Performance

    | 1. | adjusted EBITDA; |

  116. Pay Versus Performance

    | 2. | adjusted Free Cash Flow; and |

  117. Pay Versus Performance

    | 3. | TSR. |

  118. Pay Versus Performance

    The first two financial performance measures are discussed in detail in “Executive Compensation–Compensation Discussion and Analysis–Bonus Compensation” in this proxy statement, including the use of these measures in annual and long-term performance-based compensation awards. The final measure–TSR–is described above within this section. Graphical description of the relationship between Compensation Actually Paid and Financial Performance Measures The illustrations below provide a graphical description of CAP (as calculated under applicable SEC rules) and the following financial performance measures:

  119. Pay Versus Performance

    | ● | the Company’s cumulative TSR and the Peer Group’s cumulative TSR; |

  120. Pay Versus Performance

    | ● | the Company’s Net Income; and |

  121. Pay Versus Performance

    | ● | the Company Selected Measure, which for Hayward is Adjusted EBITDA. |

  122. Pay Versus Performance

    The information included in this “Pay Versus Performance” section is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act, or under the Exchange Act except to the extent that we specifically incorporate this information by reference.

  123. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (“Annual Total Compensation”) of our median-compensated employee and the annualized Annual Total Compensation of the individual who served as our CEO in Fiscal Year 2023. For our Fiscal Year 2023:

  124. CEO PAY RATIO

    | • | the Annual Total Compensation of our median-compensated employee was $57,703 and |

  125. CEO PAY RATIO

    | • | the Annual Total Compensation of Mr. Holleran, who served as our CEO throughout Fiscal Year 2023, was $5,632,006. |

  126. CEO PAY RATIO

    Accordingly, the ratio of the Annual Total Compensation of the CEO in Fiscal Year 2023 to the median-compensated employee’s Annual Total Compensation for Fiscal Year 2023 was 98 to 1. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Because the SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s Annual Total Compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the amount of compensation of the median-compensated employee and the pay ratio reported by other companies may not be comparable to our estimates reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. In identifying the median-compensated employee for Fiscal Year 2023, we used base salary as our consistently applied compensation measure to determine our median employee from our employee population, excluding our CEO, as of December 31, 2023. For hourly employees, the annual base salary was calculated using a reasonable estimate of hours worked and their hourly wage rate. We annualized base salaries for full-time and part-time employees who were employed as of December 31, 2023 but were not employed for the full fiscal year. For our non-U.S. employees, we used the currency exchange rates applicable at December 31, 2023 to convert their base salary into U.S. dollars.

  127. ARRANGEMENTS WITH OUR DIRECTORS AND OFFICERS

    ARRANGEMENTS WITH OUR DIRECTORS AND OFFICERS In addition, we have certain agreements with our directors and officers which are described in the sections entitled “Executive Compensation—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Executive Compensation Arrangements” and “Director Compensation.” We have entered into indemnification agreements with our officers and directors. These agreements and our bylaws require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The indemnification provided under the indemnification agreements is not exclusive of any other indemnity rights. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.