DEF 14A of Hayward Holdings, Inc., Apr 4, 2025

DEF 14A of Hayward Holdings, Inc.

Filed Apr 4, 2025 · FY20240001140361-25-012173

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, which is currently composed of ten members. The authorized number of directors comprising our Board may not be less than three or more than fifteen, with the actual number to be fixed from time to time by resolution of our Board, 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. Effective as of the commencement of the Annual Meeting, the size of our Board will be reduced to nine members and the size of Class I will be reduced to three directors. Our certificate of incorporation provides for a Board 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 certificate of incorporation also provides that the number of directors serving in the three classes is to be as nearly equal as possible. At the 2024 annual meeting of stockholders, we rebalanced the classes of directors, achieving an equal distribution of directors among classes. Our three director classes of Board are comprised as follows:

  3. BOARD OF DIRECTORS COMPOSITION

    | ● | Our Class I directors are Christopher Bertrand, Ronald Keating, Lawrence Silber and Edward Ward. Mr. Keating, Mr. Silber, and Mr. Ward are standing for re-election to our Board at the Annual Meeting. Mr. Bertrand is not being nominated for re-election. |

  4. BOARD OF DIRECTORS COMPOSITION

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

  5. BOARD OF DIRECTORS COMPOSITION

    | ● | Our Class III directors are Diane Dayhoff, Stephen Felice and Kevin Holleran, and their terms will expire at the annual meeting of stockholders to be held in 2027. |

  6. BOARD OF DIRECTORS COMPOSITION

    Our directors’ comprehensive set of skills and variety of 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 range of backgrounds, perspectives, skills and experiences. The average tenure for our continuing directors and nominees is approximately 4.9 years.

  7. INFORMATION REGARDING DIRECTORS AND NOMINEES

    INFORMATION REGARDING DIRECTORS AND NOMINEES The following table sets forth the names, ages, and certain other information for each nominee for election as a director at the Annual Meeting, for each member of our Board whose term expires at the Annual Meeting and for each of the continuing members of our Board. Full biographical information of the nominees and continuing directors follows the table. (1) Ages shown are as of April 4, 2025

  8. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR

  9. NOMINEES FOR DIRECTOR

    | Nominees to Serve as Class I Directors for Terms Expiring in 2028 | | | Director Since March 2025 ● Compensation Committee Member ● Independent | Ronald C. Keating Ronald C. Keating has served as President, Chief Executive Officer, and a director at Excelitas Technologies Corp., an industrial technology company focused on the design, development, and manufacture of advanced technologies in sensing, detection, imaging, optics, and specialty illumination for customers worldwide, since October 2023. Prior to joining Excelitas, Mr. Keating was President and Chief Executive Officer, and served as a director, of Evoqua Water Technologies Corporation, a publicly traded global provider of water and wastewater treatment solutions, since December 2014. In addition, Mr. Keating served as a director of US Ecology Holdings, Inc. (formerly known as US Ecology, Inc.), a publicly traded company, from 2017 until 2022. Mr. Keating served as President, Chief Executive Officer and Chairperson of the Board of Directors of Contech Engineered Solutions, an infrastructure site solutions provider, from 2007 to 2014. Mr. Keating currently serves on the board of trustees of the Manufacturers Alliance for Productivity and Innovation and the Board of Directors of Enpro Inc., a leading, publicly traded, applied engineering products and solutions company, and the Allegheny Conference. Mr. Keating brings direct global operational and financial expertise, along with critical expertise in the water industry. | | Director Since November 2019 ● Compensation Committee Chair ● Independent | Lawrence H. Silber Mr. Silber has served as President and Chief Executive Officer, and as a director, of Herc Holdings Inc. (“Herc Rentals”) a public company, since June 2016 upon Herc Rentals’ spin-off from Hertz Global Holdings, Inc. Prior to the spin-off, Mr. Silber served as President of Hertz Global Holdings, Inc. 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. | | Director Since April 2022 ● Nominating and Corporate Governance Committee Member ● Independent | Edward D. Ward Mr. Ward is a retired executive with over 38 years of experience working in the technology industry. Most recently, Mr. Ward served as the President – Client Product Group of Dell Technologies Inc. (“Dell Technologies”) from November 2020 until July 2024. Mr. Ward worked at Dell Technologies for 24 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 contributes expertise in leadership in strategic matters, as well as meaningful technology experience driven by a strong engineering background. |

  10. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  11. CONTINUING DIRECTORS

    | | 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, L.P. before its merger with BDT Partners, and he is currently a Partner and member of the Investment Committee of BDT & MSD Partners (“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 MSD Partners, L.P., Mr. Brown was a Partner with Court Square Capital (“Court Square”) where he worked primarily in the Industrial sector for 10 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. | | 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 publicly traded 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. Class III Continuing Directors with Terms Expiring in 2027

    Class III Continuing Directors with Terms Expiring in 2027

  13. Class III Continuing Directors with 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”). 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. |

  14. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board of Directors is currently composed of ten members. In accordance with our certificate of incorporation, our Board is divided into three classes of directors. At the Annual Meeting, three Class I directors will be elected for a three-year term to succeed the Class I directors to serve terms lasting until our 2028 annual meeting of stockholders and their successors are duly elected and qualified. Christopher Bertrand, a Class I director, is not being nominated for re-election. Effective as of the commencement of the Annual Meeting, the size of our Board will be reduced to nine members and the size of Class I will be reduced to three directors. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, disqualification, or removal.

  15. MEMBERSHIP AND FUNCTIONS OF THE COMMITTEES OF THE BOARD

    | ● | Reviewing and approving other policies and practices related to the compensation of our directors, officers and employees. |

  16. IDENTIFICATION AND EVALUATION OF NOMINEES FOR DIRECTORS, BOARD CHARACTERISTICS

    IDENTIFICATION AND EVALUATION OF NOMINEES FOR DIRECTORS, BOARD CHARACTERISTICS 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 how they may contribute to the range of skills, qualifications, experiences, perspectives and backgrounds of the Board, among other attributes. Among other things, the Board 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 nominating individuals with these attributes in any pool of candidates from which director nominees are chosen. The Board also confirms that our policy of non-discrimination applies in the selection of directors.

  17. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION

  18. Fiscal Year 2024 Director Compensation Table

    Fiscal Year 2024 Director Compensation Table The following table sets forth information regarding the compensation earned for service on our Board, during the year ended December 31, 2024, by the directors who were not also named executive officers. Mr. Holleran did not receive any additional compensation for his service on the Board during the year ended December 31, 2024. Mr. Holleran’s compensation for the year ended December 31, 2024, is set forth under “Executive Compensation—Summary Compensation Table.” Mr. Keating does not appear in the table as he was appointed as a director in March 2025. 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 restricted stock units (“RSUs”) that vest on December 31st of that year (or such other date as determined by the Board 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.

  19. Fiscal Year 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (3) | Option Awards ($) (4) | Total ($) | | Christopher Bertrand (1) | – | – | – | – | | Kevin Brown (1) | – | – | – | – | | Diane Dayhoff | 61,675 | 130,011 | – | 191,686 | | Stephen Felice (2) | 123,847 | 205,004 | – | 328,851 | | Lawrence Silber | 68,777 | 130,011 | – | 198,788 | | Arthur Soucy | 63,750 | 130,011 | – | 193,761 | | Lori Walker | 74,601 | 130,011 | – | 204,612 | | Edward Ward | 61,675 | 130,011 | – | 191,686 |

  20. Fiscal Year 2024 Director Compensation Table

    | (1) Each of these directors is affiliated with BDT & MSD and was initially designated to the Board by a predecessor of BDT & MSD. These directors waived compensation in respect of their service as members of our Board. |

  21. Fiscal Year 2024 Director Compensation Table

    | (2) Mr. Felice elected to receive his annual cash retainers for board and committee service in the form of RSUs. The amount shown is the grant date fair value of these awards, which were paid in quarterly installments during Fiscal Year 2024. |

  22. Fiscal Year 2024 Director Compensation Table

    | (3) Amounts reflect the full grant-date fair value of RSUs granted during Fiscal Year 2024 computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, rather than the amounts paid to or realized by the named individual, which are based on the closing share price on the applicable grant date. On May 30, 2024, the directors received the following grants of RSUs: Ms. Dayhoff: 9,060 RSUs, Mr. Felice: 14,286 RSUs, Mr. Silber: 9,060 RSUs, Mr. Soucy: 9,060 RSUs, Ms. Walker: 9,060 RSUs, and Mr. Ward: 9,060 RSUs. These RSUs will vest on May 22, 2025, subject to the director’s continued service on our Board. In determining the number of shares to be awarded, the Company used the closing price of our common stock on May 30, 2024, which was $14.35 per share. In addition, Mr. Felice elected to receive his cash retainers for board and committee service in the form of RSUs. As such, on March 3, 2024, Mr. Felice was granted 2,031 RSUs; on May 3, 2024, Mr. Felice was granted 2,035 RSUs; and on October 30, 2024, Mr. Felice was granted 3,996 RSUs. Each of these RSUs vested on December 31, 2024. 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, 2024, was Ms. Dayhoff: 9,060 RSUs, Mr. Felice: 14,286 RSUs, Mr. Silber: 9,060 RSUs, Mr. Soucy: 9,060 RSUs, Ms. Walker: 9,060 RSUs, and Mr. Ward: 9,060 RSUs. |

  23. Fiscal Year 2024 Director Compensation Table

    | (4) For each non-employee director who holds option shares, the aggregate number of option awards outstanding as of the end of the fiscal year ending December 31, 2024, was Mr. Felice: 126,750 option shares, Mr. Silber: 156,000 option shares and Mr. Soucy: 121,750 option shares. These awards consist of vested option shares issued prior to our initial public offering (“IPO”). |

  24. Director Compensation Program

    Director Compensation Program In connection with our IPO, our Board adopted a non-employee director compensation policy. The non-employee director compensation policy includes an annual cash retainer and an annual grant of RSUs. Effective May 30, 2024, the policy was revised for the first time since its adoption to better align with our compensation peer group median. Annual Cash Retainer Prior to the May 30, 2024 revision, each covered non-employee director received an annual cash retainer for service to our Board and an additional annual cash retainer for service on any committee of our Board or for serving as the chairperson of our Board or any of its committees, in each case, prorated for partial years of service, as follows:

  25. Director Compensation Program

    | Director Cash Retainer Policy Before May 30, 2024 | | | | Annual Cash Retainer | Service as Board or Committee Member | Service as Board or Committee Chairperson* | | Board of Directors | $75,000 | $100,000 | | Audit Committee | $5,000 | $20,000 | | Compensation Committee | $5,000 | $10,000 | | Nominating and Corporate Governance Committee | $5,000 | $10,000 |

  26. Director Compensation Program

    * Paid in lieu of the applicable board or committee member cash retainer for any board or committee chairperson, as applicable. Under the revised policy, our non-employee director compensation is more closely aligned with the non-employee director compensation of our peer group. The revised policy eliminates additional cash retainers for committee membership, provides for a higher annual cash retainer for Board service and only provides for additional annual cash retainers for committee chairpersons. Under the revised policy, each covered non-employee director receives an $85,000 annual cash retainer ($110,000 for the chairperson of the Board), and the following additional cash retainer for service as the chairperson of any standing committee:

  27. Director Compensation Program

    | Director Cash Retainer Policy as of May 30, 2024 | | | Board Committee | Additional Annual Cash Retainer | | Audit Committee Chairperson | $20,000 | | Compensation Committee Chairperson | $15,000 | | Nominating and Corporate Governance Committee Chairperson | $15,000 |

  28. Director Compensation Program

    For Fiscal Year 2024, the non-employee directors received payment under the legacy policy for service from January 1, 2024 through May 30, 2024 and under the revised policy for service from May 31, 2024 through December 31, 2024 on a pro rata basis. In addition, non-employee directors who were members of any special committee in 2024 were entitled to a fee of $2,500 for each special committee meeting. However, no special committee meetings were held in 2024. Annual RSU Grant In addition, in accordance with the revised non-employee director compensation policy, in Fiscal Year 2024, each covered non-employee director was granted RSUs having a grant date fair value, determined in accordance with ASC Topic 718 (or any successor provision), of $130,000 for members of the Board or $205,000 for the chairperson of the Board (in each case, a $5,000 grant date fair value increase from the prior policy). Such RSUs will vest on the earlier of the first anniversary of the grant date and the date of the 2026 annual meeting of stockholders, generally subject to the non-employee director’s continued service, through the applicable vesting date.

  29. 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 |

  30. COMPENSATION PHILOSOPHY AND OBJECTIVES

    When setting target compensation for each of our executive officers, the compensation committee considers individual performance, experience and tenure. In evaluating the reasonableness and competitiveness of the executives’ target 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 Chief Executive Officer regarding the compensation of our other officers, including the other NEOs. Our Chief Executive Officer does not participate in the deliberations of the compensation committee and our board regarding his own compensation. 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 is 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 2024, our equity awards program included performance stock units (“PSUs”) and time-based RSUs. The vesting of the PSUs is tied to adjusted EBITDA margin, gross profit margin, and return on gross invested capital. Additionally, the number of PSUs earned by a named executive officer may be increased or decreased up to 15% based on absolute total shareholder return. The terms of the PSUs are described in more detail below. The use of these metrics along with the absolute total shareholder return modifier over a three-year 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 2024 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 NEOs. The charts do not include “All Other Compensation” shown in the “Summary Compensation Table” or any one-time equity grants. The Company has continued to utilize short- and long-term incentive compensation as key components 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, using awards of Hayward equity, awards based on the achievement of specific performance objectives, awards with multi-year vesting schedules, or awards with combinations of these characteristics, in order to drive superior performance, incentivize long-term retention, and appropriately align the financial interests of our executive officers to our stockholders.

  31. KEY COMPENSATION PRACTICES

    We aim to establish base cash compensation at fair and reasonable levels in order to attract talent in a competitive market, with our compensation committee determining pay ranges in consultation with our human resources team and the independent compensation consultant using a combination of market data and business conditions, individual talent, relevant experience and performance, as factors in determining actual pay. When designing our cash bonus program, we felt strongly that it should emphasize contributions towards Company annual financial and operational performance. We believe this underscored our commitment to maintain alignment between stockholders and our executives. In addition to the emphasis placed on the Company’s financial and operational performance, the compensation committee recognizes the need to reward outstanding efforts made during years with challenging macroeconomic headwinds. As such, the compensation committee has the authority to award discretionary bonuses and one-time retention equity awards under special circumstances. In Fiscal Year 2024, the compensation committee exercised its discretion with respect to one-time RSU awards to certain NEOs as discussed in more detail below under the heading “Executive Compensation—Elements of the Company’s Compensation Program—Equity Compensation—Awards Granted in 2024.” Our 2021 Plan provides us with significant flexibility to grant various types of equity and incentive awards to remain competitive in the labor market and to attract, retain and motivate our executive leadership team. While we have identified specific compensation objectives that each element of executive compensation program serves, our program is designed to be flexible and complementary and to collectively serve all the executive compensation objectives described above. Accordingly, we expect that we will continue to review and structure our executive compensation program to serve and reinforce each of our objectives, including emphasizing and rewarding exceptional performance, driving value creation for our stockholders, and utilizing best practices and sound governance. The table below highlights our executive compensation program design and governance principles:

  32. KEY COMPENSATION PRACTICES

    | | What We Do | | What We Do Not Do | | ✓ | Emphasize performance-based, at-risk compensation | × | 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 creation | × | 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 officers | × | Do not reprice our stock option awards and our 2021 Plan expressly forbids repricing or exchanging underwater options for cash or other awards without stockholder approval | | ✓ | Engage an independent compensation consultant to advise our compensation committee | × | 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 officers | × | 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-control | × | Do not provide incentives that encourage excessive risk-taking | | ✓ | Maintain an incentive compensation “clawback” policy | | |

  33. DETERMINATION OF EXECUTIVE COMPENSATION AND COMPENSATION PRACTICES

    | ● | 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. |

  34. DETERMINATION OF EXECUTIVE COMPENSATION AND COMPENSATION PRACTICES

    | ● | Reviews and provides recommendations to our Board regarding the compensation of our directors |

  35. DETERMINATION OF EXECUTIVE COMPENSATION AND COMPENSATION PRACTICES

    | ● | 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 |

  36. DETERMINATION OF EXECUTIVE COMPENSATION AND COMPENSATION PRACTICES

    | Independent Compensation Consultant – Pearl Meyer & Partners, LLC (“Pearl Meyer”) |

  37. DETERMINATION OF EXECUTIVE COMPENSATION AND COMPENSATION PRACTICES

    | ● | Assists the compensation committee in its review of our executive compensation program and the determination of an appropriate peer group |

  38. Peer Group Companies

    Peer Group Companies Our compensation committee worked with Pearl Meyer to establish a compensation peer group to help enable our NEOs to receive fair and competitive pay relative to market standards. Our peer group, which was used to inform Fiscal Year 2024 compensation, consisted of companies in similar industries (consisting of outdoor living-focused businesses, water-related businesses and heating, ventilation and air condition systems businesses), with comparable revenues and market capitalization and with which we compete for executive talent and business and investment capital. Maintaining a peer group that comprises companies similarly situated to us enables us to generally benchmark the total direct compensation of our NEOs at the market median. Accordingly, our peer group list is subject to change over time. As a result of its acquisition by Xylem, Inc., Evoqua Water Technologies Corp. was removed from our peer group for Fiscal Year 2024. The peer group approved by the compensation committee for Fiscal Year 2024 for use in benchmarking compensation was as follows:

  39. Peer Group Companies

    | Peer Group | | | | | A. O. Smith Corporation | Latham Group, Inc. | Pentair plc | The Toro Company | | Aaon, Inc. | Lennox International Inc. | Pool Corporation | Trex Company, Inc | | Badger Meter, Inc. | Leslie’s, Inc. | SiteOne Landscape Supply, Inc. | Watts Water Technologies, Inc. | | CSW Industrials, Inc. | Mueller Industries Inc. | SPX Technologies, Inc. | YETI Holdings, Inc. | | Generac Holdings Inc | Mueller Water Products, Inc | The Azek Company Inc | Zurn Elkay Water Solutions Corporation |

  40. Peer Group Companies

    For Fiscal Year 2025, the compensation committee revised the compensation peer group by eliminating the six largest members of the peer group by revenue (A.O. Smith Corporation, Generac Holdings Inc., Mueller Industries Inc., Lennox International Inc., SiteOne Landscape Supply, Inc., and The Toro Company) and adding Fluidra S.A. as a new peer.

  41. ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

    | Compensation Element | Base Salary | Bonus | Equity | | | Form of Delivery | Cash | Cash | RSUs | PSUs | | Performance Emphasis | Short-term | | Long-term | | | Performance Measures/ Value Realization | Fixed component of compensation for services provided to the Company | Adjusted EBITDA Revenue (Net Sales) Cash Conversion Cycle | Value based on HAYW stock price on vesting dates | Adjusted EBITDA Margin Gross Profit Margin Return on Gross Invested Capital TSR | | Performance/Vesting Period | Ongoing | One year | Generally vest annually over three years | Vest at the end of three-year period, with performance (other than with respect to TSR) measured generally over a one-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 | Based on level of achievement against performance goals and continued service through performance period and vesting date |

  42. ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

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

  43. ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

    | ● | Equity incentive compensation; |

  44. ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

    | ● | Certain severance benefits; |

  45. ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

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

  46. 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 NEOs in Fiscal Year 2024:

  47. Bonus Compensation

    | Named Executive Officer | Target Bonus Percentage (1) | | Kevin Holleran | 115% | | Eifion Jones | 75% | | John Collins | 70% | | Susan Canning | 60% | | Eric Sejourne | 60% |

  48. Bonus Compensation

    | (1) Expressed as percentage of NEO’s annual salary. The target bonus percentages disclosed are as of December 31, 2024. |

  49. 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 2024, annual bonuses were based on previously determined factors that the compensation committee deemed appropriate, consisting of achievement of Company adjusted EBITDA, revenue (net sales), and cash conversion cycle. In calculating the bonus payouts, generally, performance relative to the adjusted EBITDA target was weighted as 70% of the total target performance, the revenue (net sales) target was weighted as 20% of the total target performance, and the cash conversion cycle 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, revenue, and cash conversion cycle, 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, revenue, and cash conversion cycle 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 considered management’s recommendations. Consistent with past practice, the Fiscal Year 2024 adjusted EBITDA performance target was established early in the year. In establishing the adjusted EBITDA target at that time, the compensation committee considered macroeconomic challenges and uncertainty and high interest rates environment, which negatively influenced consumer demand and resulted in setting a lower target than the previous fiscal year. Despite macroeconomic challenges faced by the pool industry, the Company achieved sales and earnings growth, margin expansion, and increased cash flow generation in Fiscal Year 2024. Adjusted EBITDA increased by 12.2% to $277.4 million for the full Fiscal Year 2024, driven primarily by increased net sales and higher operating leverage. Adjusted EBITDA margin increased by 150 basis points to 26.4% for the full Fiscal Year 2024 compared to the prior fiscal year. In addition, Our cash conversion cycle for Fiscal Year 2024 improved from 171 days in the prior fiscal year to 154 days. For a reconciliation of Adjusted EBITDA to net income for Fiscal Years 2024 and 2023, see pages 48-49 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025. The following table presents the 2024 performance goals set for the annual incentive plan. The table shows goals for threshold, target, and maximum performance levels, actual 2024 performance and the percentage of target payout achieved for each goal.

  50. Bonus Compensation

    | Performance Metrics | | Performance Levels | | | Actual Performance | | | (dollars in millions) | Weighting | Threshold (40% of Target) | Target | Maximum (200% of Target) | Result | % of Target Payout Achieved | | Adjusted EBITDA (1) | 70% | $250.0 | $275.6 | $310.0 | $277.4 | 105.4% | | Revenue (Net Sales) (2) | 20% | $1,000.0 | $1,067.1 | $1,150.0 | $1,051.6 | 82.8% | | Cash Conversion Cycle (3) | 10% | 170 days | 164 days | 150 days | 154 days | 168.6% |

  51. Bonus Compensation

    | (1) Adjusted EBITDA for purposes of the annual incentive plan is generally 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, 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. |

  52. Bonus Compensation

    | (2) Revenue is defined as net sales for the fiscal year ended December 31, 2024. Net sales is measured as gross sales net of rebates, and other discounts. |

  53. Bonus Compensation

    | (3) Cash Conversion Cycle is defined as days sales outstanding, plus days on hand of inventory, less days payable outstanding. |

  54. Bonus Compensation

    The target and actual cash bonus amounts for our applicable NEOs who received any bonus payment for Fiscal Year 2024 are set forth below.

  55. Bonus Compensation

    | Named Executive Officer | Target Bonus | Weighted Payout (%) | Earned Bonus | Bonus Paid | | Kevin Holleran | $1,078,700 | 107.2% | $1,156,366 | $1,156,366 | | Eifion Jones | $420,000 | 107.2% | $450,240 | $470,000(1) | | John Collins | $350,000 | 107.2% | $375,200 | $375,200 | | Susan Canning | $276,000 | 107.2% | $295,872 | $295,872 | | Eric Sejourne | $282,000 | 107.2% | $302,304 | $280,000(2) |

  56. Bonus Compensation

    | (1) Mr. Jones’ bonus includes an additional $19,760 to recognize his extraordinary leadership that resulted in profitability and cash management that exceeded expectations, which amount is shown under the “Bonus” column in the “Summary Compensation Table,” below. |

  57. Bonus Compensation

    | (2) As part of his employment offer, Mr. Sejourne’s 2024 annual incentive plan bonus was a minimum of $141,000, or 50% of his full-year target. The compensation committee used its discretion to adjust Mr. Sejourne’s paid bonus to recognize both his term of service and contributions in 2024. In addition, Mr. Sejourne received a $133,000 signing bonus pursuant to the terms of his employment offer, which amount is shown under the “Bonus” column in the “Summary Compensation Table” below. |

  58. Bonus Compensation

    2025 Bonus Opportunities For fiscal year 2025, the compensation committee approved financial and operational targets deemed appropriate, including achievement of Company adjusted EBITDA, revenue (net sales) and cash conversion cycle. The compensation committee weighed the targets as follows: adjusted EBITDA: 60%, revenue: 30% and cash conversion cycle: 10%.

  59. Equity Compensation

    Equity Compensation 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 NEOs’ compensation, and vice versa. Prior to the IPO, our Board 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 NEOs) 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. Awards Granted in 2024 In Fiscal Year 2024, our NEOs received time-based RSUs and PSUs, which vest based on achievement of specified performance measures as described below. The target equity award mix for the CEO was 50% RSUs and 50% PSUs and for the other NEOs, the target equity award mix was 60% RSUs and 40% PSUs. The following table summarizes the number of RSUs and PSUs at target level of performance for the Fiscal Year 2024 annual equity grants awarded to the NEOs. The table does not include one-time equity grants described below.

  60. Equity Compensation

    | Named Executive Officer | Grant Date Target Value ($) | Annual RSU Grant (#) | Annual RSU Target Value ($) | Annual PSU Grant (#) | Annual PSU Target Value ($) | | Kevin Holleran | 3,700,000 | 130,650 | 1,850,000 | 130,650 | 1,850,000 | | Eifion Jones | 1,200,000 | 50,848 | 720,000 | 33,900 | 480,000 | | John Collins | 750,000 | 31,780 | 450,000 | 21,188 | 300,000 | | Susan Canning | 680,000 | 28,814 | 408,000 | 19,210 | 272,000 | | Eric Sejourne | 550,000 | 23,355 | 330,000 | 15,570 | 220,000 |

  61. Equity Compensation

    Performance-Based Stock Units 2022 PSU Awards In 2022, the compensation committee awarded PSUs for the first time. These PSUs featured vesting terms based on achievement of specified performance measures over a three-year performance period ending December 31, 2024. For these awards, the compensation committee selected organic net revenue growth and adjusted EBITDA margin, weighted equally, as the performance measures. Organic net sales is calculated as consolidated net sales less the net sales of any businesses acquired during the performance period. Adjusted EBITDA is calculated as described above under “Executive Compensation—Elements of the Company’s Compensation Program—Bonus Compensation—Annual Incentive Plan,” and adjusted EBITDA margin is calculated by dividing adjusted EBITDA by net sales. Each of these measures was subject to adjustment for non-recurring or extraordinary items not contemplated in the target setting process, as determined by the compensation committee. The target and vesting scale for these PSUs, and the earned level achieved, are shown in the following table:

  62. Equity Compensation

    | Performance Measure | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Earned % (1) | | Organic net revenue growth | 19.0% | 30.6% | 37.8% | -26.6% | 0% | | Adjusted EBITDA margin | 28.6% | 29.8% | 31.3% | 26.4% | 0% |

  63. Equity Compensation

    | (1) Based on the below-threshold results of the performance measures for the three-year period ended December 31, 2024, no shares were paid out to any of the NEOs with respect to the PSUs granted in 2022. |

  64. Equity Compensation

    2024 PSUs Awards PSUs awarded in Fiscal Year 2024 are earned based on 40% adjusted EBITDA margin, 40% gross profit margin and 20% return on gross invested capital. The final payout is subject to an absolute total shareholder return (“TSR”) modifier. To recognize the macroeconomic uncertainty, driven by higher interest rates and an inflationary environment, at the beginning of 2024, the compensation committee determined that forecasting three-year financial performance targets would be difficult. As a result, the adjusted EBITDA margin, gross profit margin, and return on gross invested capital targets were tied to results for fiscal year 2024. The final payout, if any, will be determined in early 2027, after applying the three-year TSR modifier. This approach allows the Company to balance near-term accountability in a dynamic environment with a continuing commitment to align compensation with long-term value creation for our stockholders. Gross profit margin is calculated by dividing the Company’s gross profit by net sales. 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. Each of the financial measures selected by the compensation committee 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 these measures, if any, are determined by the compensation committee. When performance falls below the threshold, executives receive no payout for their PSUs. Before giving effect to the TSR modifier, payouts at a threshold level of performance are 25% 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. The following table summarizes the target levels with respect to these performance measures, along with the actual performance thereof. As described in greater detail below, the PSUs have not yet vested as they remain subject to a three-year TSR modifier.

  65. Equity Compensation

    | | | Performance Levels | | | Actual Performance | | | Performance Measure | Weighting | Threshold (25%) | Target (100%) | Maximum (200%) | Actual Performance | Earned % (1) | | Adjusted EBITDA margin | 40% | 25.0% | 25.8% | 27.0% | 26.4% | 150.0% | | Gross profit margin | 40% | 48.5% | 49.6% | 52.0% | 50.5% | 137.5% | | Return on gross invested capital | 20% | 40.5% | 43.3% | 47.5% | 45.3% | 147.6% |

  66. Equity Compensation

    | (1) The actual earned amounts remain subject to the TSR modifier, described below, and the executive’s continued employment with the Company through the applicable vesting date. |

  67. Equity Compensation

    The amount of PSUs earned for payout may be adjusted based on the Company’s TSR for the three-year period ending December 31, 2026 (the “TSR Performance Period”). The TSR is calculated as the percentage change in the trading price of the Company’s common stock over the TSR Performance Period based on the average closing price of the Company’s common stock on the NYSE for the first 20 trading days of the TSR Performance Period compared to the average closing price of the Company’s common stock on the NYSE for the last 20 trading days of the TSR Performance Period. In the event that the TSR for the TSR Performance Period is less than 0% (that is, a negative amount), the amount of PSUs earned based on achievement with respect to the performance goals will be reduced by 15%. In the event that the TSR for the TSR Performance Period is greater than 10%, the amount of PSUs earned based on achievement with respect to the performance goals will be increased by 15%. In the event that the TSR for the TSR Performance Period is between 0% and 10% (inclusive), there will be no TSR-based adjustment to the amount of PSUs earned based on achievement with respect to the performance metrics set out in the table above. Time-Based RSUs Our annual RSU awards granted to NEOs in Fiscal Year 2024 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. The compensation committee awarded Ms. Canning, our Chief Legal Officer, a one-time equity award with a grant date target fair value of $75,000, in recognition of her continued additional organizational responsibilities of leading the global human resources function through May 2024 and vest in accordance with the terms of her annual equity grant. In addition, as part of Mr. Sejourne’s new hire arrangement, the compensation committee granted Mr. Sejourne a one-time equity award with a grant date target fair value of $172,000 that vest on May 3, 2025, generally subject to Mr. Sejourne’s continued employment with us through the applicable vesting date, intended to compensate him for the equity value he would forfeit upon his departure from his prior employer. On September 13, 2024, Mr. Collins was awarded RSUs with a grant date target fair value of $3,000,000 consistent with the compensation committee’s goal of long-term retention of the Company’s key employees and in recognition of his leadership skills. As such, the award features extended vesting terms, with 50% of the RSUs vesting on the third anniversary of the grant and the remainder of the RSUs vesting on the fifth anniversary of the grant, in each case subject to his continued employment with the Company. Equity Program Changes for 2025 For the PSUs awarded in 2025, the compensation committee utilized performance metrics that are measured over a three-year period ending December 31, 2027, subject to a relative TSR modifier, measured over the same three-year performance period. The compensation committee selected net sales annual growth rate (weighted 50%), adjusted EBITDA margin (weighted 30%) and return on gross invested capital (weighted 20%), along with a TSR modifier, as the performance metrics to continue our focus on profitability and efficient use of assets and incentivize the growth of our business. Before applying the TSR modifier, performance at threshold will result in payout of 50% of target payout (compared to 25% for the Fiscal Year 2024 PSUs). Otherwise, the payout percentages are unchanged from Fiscal Year 2024. For the TSR modifier in 2025, instead of absolute total return over a three-year period, the modifier is based on relative total shareholder return of the Company’s stock compared to the companies in the S&P SmallCap600 Industrials Index (the “Benchmark Index”). The TSR modifier will continue to adjust shares earned by +/- 15%, with TSR below the 25th percentile of the Benchmark Index resulting in a 15% reduction, TSR above the 75th percentile of the Benchmark Index resulting in a 15% increase, and any other TSR outcome resulting in no change. PSUs continue to 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 relative total shareholder return modifier for the three-year period. The compensation committee increased the weighting of PSUs for NEOs other than the CEO to match the mix awarded to the CEO of 50% RSUs and 50% PSUs. The compensation committee believes that setting PSUs at 50% for all NEOs, will further align our executives’ interests with those of our stockholders.

  68. Other Elements of Compensation

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

  69. Employment and Severance Arrangements

    Employment and Severance Arrangements As of December 31, 2024, we were party to employment agreements or offer letters with our NEOs. A detailed description of the applicable severance provisions contained in our named executive officer’s employment agreements for Fiscal Year 2024 is described in “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Executive Compensation Arrangements,” below.

  70. SUMMARY COMPENSATION TABLE

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

  71. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (6) | All Other Compensation ($) (7) | Total ($) | | Kevin Holleran President, Chief Executive Officer | 2024 | 938,000 | — | 3,700,008 | — | 1,156,366 | — | 229,575 | 6,023,949 | | | 2023 | 923,135 | 150,000 | 2,220,021 | 1,480,003 | — | — | 201,337 | 4,974,496 | | | 2022 | 875,000 | — | 700,006 | 2,800,000 | — | — | 369,752 | 4,744,758 | | Eifion Jones Senior Vice President, Chief Financial Officer | 2024 | 556,154 | 19,760 | 1,200,032 | — | 450,240 | — | 133,436 | 2,359,622 | | | 2023 | 531,731 | 125,000 | 648,015 | 432,000 | — | — | 92,053 | 1,828,799 | | | 2022 | 493,452 | 150,000 | 185,843 | 743,300 | — | — | 109,795 | 1,682,390 | | John Collins Senior Vice President, Chief Commercial Officer | 2024 | 500,000 | — | 3,750,028 | — | 375,200 | — | 127,590 | 4,752,818 | | | 2023 | 444,327 | 125,000 | 333,750 | 222,504 | — | — | 93,655 | 1,219,236 | | | 2022 | 261,538 | 232,500 | 173,753 | 255,000 | — | — | 167,148 | 1,089,939 | | Susan Canning Senior Vice President, Chief Legal Officer and Corporate Secretary | 2024 | 457,115 | — | 755,026 | — | 295,872 | — | 108,851 | 1,616,864 | | | 2023 | 440,192 | 125,000 | 623,001 | 267,004 | — | — | 87,966 | 1,543,163 | | | 2022 | 416,539 | 130,000 | 80,028 | 423,000 | — | — | 91,467 | 1,141,034 | | Eric Sejourne Senior Vice President, Chief Global Operations Officer | 2024 | 325,385 | 133,000 | 722,014 | — | 280,000 | — | 98,704 | 1,559,103 |

  72. SUMMARY COMPENSATION TABLE

    | (1) The amounts shown for each of the NEOs include contributions made by them to the Hayward Industries, Inc. Retirement Plan, described under “Executive Compensation—Elements of the Company’s Compensation Program—Other Elements of Compensation—Retirement Plans.” |

  73. SUMMARY COMPENSATION TABLE

    | (2) The amount shown for Mr. Jones is a discretionary bonus, in addition to his bonus earned under the annual incentive plan, for his continued leadership, focus on profitability and cash management that exceeded expectations. The amount shown for Mr. Sejourne is a signing bonus as part of his employment offer. |

  74. SUMMARY COMPENSATION TABLE

    | (3) The amounts shown in this column represents the aggregate grant date fair value of RSU awards and PSU awards at the target level of performance, computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. We provide information regarding the assumptions used to calculate the value of all PSU awards and RSU 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, 2024. Assuming maximum payouts under the PSUs, which are 230% of the target levels, the amounts reported above for the RSUs and PSUs for 2024 would be as follows: Mr. Holleran, $6,105,013; Mr. Jones, $1,824,063; Mr. Collins, $4,140,057; Ms. Canning, $1,033,637; and Mr. Sejourne, $836,015. The reported amounts for any award do not reflect any adjustments for restrictions on transferability. |

  75. SUMMARY COMPENSATION TABLE

    | (4) The amounts shown in this column represent the grant date fair value of options to purchase our common stock, computed in accordance with 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, 2024. |

  76. SUMMARY COMPENSATION TABLE

    | (5) 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 “Executive Compensation—Elements of the Company’s Compensation Program—Bonus Compensation—Annual Incentive Plan.” |

  77. SUMMARY COMPENSATION TABLE

    | (6) In the Company’s proxy statements for the years ended December 31, 2023 and 2022, the amounts set forth in this column included NEO and registrant contributions to the Company’s nonqualified deferred compensation plan and aggregate earnings for each NEO under the plan for each year. Earnings under the Company’s nonqualified deferred compensation plan are not above-market or preferential and, accordingly, are not included in this column. See “Employee Deferred Compensation,” below. |

  78. SUMMARY COMPENSATION TABLE

    | (7) The amounts shown in the “All Other Compensation” column reflect the following items, as applicable to each named executive officer for the Fiscal Year 2024: |

  79. SUMMARY COMPENSATION TABLE

    | Name | 401(k) Plan ($) (a) | Supplemental Medical Plan ($) (b) | Nonqualified Deferred Compensation Plan ($) (c) | Life Insurance | Other (d) | Total ($) | | Kevin Holleran | 20,700 | 16,512 | 188,493 | 3,870 | - | 229,575 | | Eifion Jones | 20,700 | 16,512 | 92,354 | 3,870 | - | 133,436 | | John Collins | 20,700 | 15,588 | 78,768 | 1,350 | 11,184 | 127,590 | | Susan Canning | 20,700 | 16,512 | 67,769 | 3,870 | - | 108,851 | | Eric Sejourne | 8,135 | 6,248 | 26,031 | 2,679 | 55,611 | 98,704 |

  80. SUMMARY COMPENSATION TABLE

    | (a) The amounts shown reflect Company matching contributions to the Hayward Industries, Inc. Retirement Plan, described under “Executive Compensation—Elements of the Company’s Compensation Program—Other Elements of Compensation—Retirement Plans.” For Mr. Holleran, Mr. Jones and Mr. Collins and Ms. Canning, this reflects $10,350 in employer matching contributions to their 401(k) plans and an additional $10,350 safe harbor contribution to their 401(k) plans. For Mr. Sejourne, this reflects $8,135 in employer matching contributions to his 401(k) plan. |

  81. SUMMARY COMPENSATION TABLE

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

  82. SUMMARY COMPENSATION TABLE

    | (c) The amounts shown reflect Company matching contributions to the Hayward Industries, Inc. Supplementary Retirement Plan, described under “Executive Compensation—Elements of the Company’s Compensation Program—Other Elements of Compensation—Retirement Plans.” |

  83. SUMMARY COMPENSATION TABLE

    | (d) The amounts shown for Mr. Collins reflects the value of company products received under the Hayward Products Valuation and Marketing Policy. For Mr. Sejourne the amount shown reflects relocation expenses paid pursuant to an agreement. The amount includes gross-up payments of $16,891 for income taxes related to the relocation expense payments. |

  84. GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2024

    GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2024 The following table provides supplemental information relating to grants of plan-based awards made during Fiscal Year 2024 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 NEOs during Fiscal Year 2024.

  85. GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2024

    | Name | Grant Date (1) | Estimated Possible 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 (#) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Kevin Holleran | N/A | 269,675 | 1,078,700 | 2,157,400 | | | | | | | | 3/4/2024 | | | | 27,763 | 130,650 | 300,495 | | 1,850,004 | | | 3/4/2024 | | | | | | | 130,650 | 1,850,004 | | Eifion Jones | N/A | 105,000 | 420,000 | 840,000 | | | | | | | | 3/4/2024 | | | | 7,204 | 33,900 | 77,970 | | 480,024 | | | 3/4/2024 | | | | | | | 50,848 | 720,008 | | John Collins | N/A | 87,500 | 350,000 | 700,000 | | | | | | | | 3/4/2024 | | | | 4,502 | 21,188 | 48,732 | | 300,022 | | | 3/4/2024 | | | | | | | 31,780 | 450,005 | | | 9/13/2024 | | | | | | | 221,239 | 3,000,001 | | Susan Canning | N/A | 69,000 | 276,000 | 552,000 | | | | | | | | 3/4/2024 | | | | 4,082 | 19,210 | 44,183 | | 272,014 | | | 3/4/2024 | | | | | | | 28,814 | 408,006 | | | 3/4/2024 | | | | | | | 5,297 | 75,006 | | Eric Sejourne | N/A | 70,500 | 282,000 | 564,000 | | | | | | | | 5/3/2024 | | | | 3,309 | 15,570 | 35,811 | | 220,004 | | | 5/3/2024 | | | | | | | 23,355 | 330,006 | | | 5/3/2024 | | | | | | | 12,173 | 172,004 |

  86. GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2024

    | (1) These grants were issued under the 2021 Plan. |

  87. GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2024

    | (2) Threshold, target and maximum non-equity incentive opportunities calculated as a percentage of actual base salary earned during the performance year. |

  88. GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2024

    | (3) Reflects PSU awards granted in Fiscal Year 2024. Refer to “Executive Compensation—Elements of the Company’s Executive Compensation Program—Equity Compensation—Performance -Based Stock Units” for further details on these awards. |

  89. GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2024

    | (4) Amounts reflect the full grant-date fair value of PSU awards and RSU awards granted during Fiscal Year 2024, 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 and RSU 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, 2024. |

  90. 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 NEOs, as in effect in Fiscal Year 2024, are described below. Each of our NEOs’ employment is “at will” and may be terminated at any time.

  91. 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, 2024. Each of these awards were granted under the 2021 Plan unless otherwise noted.

  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Name | Grant Date (1) | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | 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 ($) (3) | | Kevin Holleran | 12/24/2019(2) | 3,238,571 | - | 1.40 | 12/24/2029 | | | | | | | 3/11/2021 | 607,235 | - | 17.00 | 3/11/2031 | | | | | | | 3/3/2022 | 338,777 | 169,390 | 17.10 | 3/3/2032 | | | - | - | | | 3/2/2023 | 104,298 | 208,599 | 11.81 | 3/2/2033 | 83,546 | 1,277,418 | 31,330 | 479,036 | | | 3/4/2024 | | | | | 130,650 | 1,997,639 | 261,300 | 3,995,277 | | Eifion Jones | 4/20/2020(2) | 834,375 | 156,000 | 1.40 | 4/20/2030 | | | | | | | 3/11/2021 | 171,887 | - | 17.00 | 3/11/2031 | | | | | | | 3/3/2022 | 89,938 | 44,970 | 17.10 | 3/3/2032 | | | - | - | | | 3/2/2023 | 30,443 | 60,889 | 11.81 | 3/2/2033 | 18,290 | 279,654 | 9,145 | 139,827 | | | 3/4/2024 | | | | | 50,848 | 777,466 | 67,800 | 1,036,662 | | John Collins | 7/29/2022 | 41,362 | 20,682 | 11.67 | 7/29/2032 | 3,143 | 48,056 | - | - | | | 3/2/2023 | 15,680 | 31,361 | 11.81 | 3/2/2033 | 12,561 | 192,058 | 4,710 | 72,016 | | | 3/4/2024 | | | | | 31,780 | 485,916 | 42,376 | 647,929 | | | 9/13/2024 | | | | | 221,239 | 3,382,744 | | | | Susan Canning | 8/4/2021 | 27,323 | - | 23.29 | 8/4/2031 | | | | | | | 3/3/2022 | 51,178 | 25,592 | 17.10 | 3/3/2032 | | | - | - | | | 3/2/2023 | 18,816 | 37,633 | 11.81 | 3/2/2033 | 27,634 | 422,524 | 5,652 | 86,419 | | | 3/4/2024 | | | | | 34,111 | 521,557 | 38,420 | 587,442 | | Eric Sejourne | 5/3/2024 | | | | | 35,528 | 543,223 | 31,140 | 476,131 |

  93. 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): |

  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Grant Date | Grant Type | Vesting Schedule | | 4/20/2020 | Stock Options | Unvested portion vests on April 20, 2025, subject generally to the executive’s continued employment with the Company. | | 3/3/2022 | Stock Options | Unvested portion vests on April 3, 2025, subject generally to the executive’s continued employment with the Company. | | 3/3/2022 | PSUs | Reflects below threshold performance as of December 31, 2024. Generally any shares awarded would have been issued in March 2025, but due to below-threshold performance, no shares were awarded with respect to these PSUs. | | 3/3/2022 | RSUs | Unvested portion vests on April 3, 2025, subject generally to the executive’s continued employment with the Company. | | 7/29/2022 | Stock Options | Unvested portion vests on July 29, 2025, subject generally to the executive’s continued employment with the Company. | | 7/29/2022 | PSUs | Reflects below threshold performance as of December 31, 2024. Generally any shares awarded would have been issued in July 2025, but due to below-threshold performance, no shares were awarded with respect to these PSUs. | | 7/29/2022 | RSUs | Unvested portion vests on July 29, 2025, subject generally to the executive’s continued employment with the Company. | | 3/2/2023 | Stock Options | Unvested portion vests in two equal installments, on each of 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 threshold performance and generally any shares awarded would be issued in March 2027. | | 3/2/2023 | RSUs | Unvested portion vests in two equal installments, on each of March 2, 2025 and March 2, 2026, subject generally to the executive’s continued employment with the Company. | | 3/4/2024 | PSUs | Award generally vests subject to the satisfaction of the one-year performance period, subject to a three-year absolute total shareholder return modifier, and the executive’s continued employment with the Company. Reflects maximum performance and generally any shares awarded would be issued in March 2027. | | 3/4/2024 | RSUs | Unvested portion vests in three equal installments, on each of March 4, 2025, March 4, 2026 and March 4, 2027, subject generally to the executive’s continued employment with the Company. | | 5/3/2024 | PSUs | Award generally vests subject to the satisfaction of the three-year performance period and the executive’s continued employment with the Company. Reflects maximum performance and generally any shares awarded would be issued in May 2027. | | 5/3/2024 | RSUs | Award vests with respect to 14,901 RSUs on May 3, 2025, and with respect to 9,605 RSUs on each of May 3, 2026 and May 3, 2027, subject generally to the executive’s continued employment with the Company. | | 9/13/2024 | RSUs | Award vests in two equal installments, on each of September 13, 2027 and September 13, 2029, subject generally to the executive’s continued employment with the Company |

  95. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (2) These awards were granted pursuant to the 2017 Plan. |

  96. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (3) Market values reflect the closing price of our common stock quoted on the NYSE on December 31, 2024, which was $15.29 per share. |

  97. OPTION EXERCISES AND STOCK VESTED TABLE - FISCAL YEAR 2024

    OPTION EXERCISES AND STOCK VESTED TABLE - FISCAL YEAR 2024 The following table shows for Fiscal Year 2024 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.

  98. OPTION EXERCISES AND STOCK VESTED TABLE - FISCAL YEAR 2024

    | | 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 | 511,429 | 6,723,377 | 41,772 | 598,593 | | Eifion Jones | 75,000 | 1,102,875 | 12,193 | 174,726 | | John Collins | - | - | 9,421 | 132,269 | | Susan Canning | - | - | 14,530 | 208,050 | | Eric Sejourne | - | - | - | - |

  99. OPTION EXERCISES AND STOCK VESTED TABLE - FISCAL YEAR 2024

    | (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. |

  100. OPTION EXERCISES AND STOCK VESTED TABLE - FISCAL YEAR 2024

    | (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. |

  101. OPTION EXERCISES AND STOCK VESTED TABLE - FISCAL YEAR 2024

    | (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). |

  102. SUMMARY OF POTENTIAL PAYMENTS AND BENEFITS-TERMINATION EVENTS

    SUMMARY OF POTENTIAL PAYMENTS AND BENEFITS-TERMINATION EVENTS

  103. 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 NEOs if the triggering event occurred on December 31, 2024, based on the actual value per share of our common stock of $15.29 on December 31, 2024, 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.

  104. 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 | 1,156,366 | 1,156,366 | 5,189,766 | 5,189,766 | | | Equity Acceleration (2) | - | - | - | 7,582,603 | | | Value of Health Benefits | - | 27,932 | 27,932 | 27,932 | | | Value of Retirement Contributions (3) | - | 202,203 | 202,203 | 202,203 | | | Value of Outplacement Services (4) | - | - | 6,000 | 6,000 | | | Total | 1,156,366 | 1,386,501 | 5,425,901 | 13,008,504 | | Eifion Jones | Cash | 450,240 | 450,240 | 1,430,240 | 1,430,240 | | | Equity Acceleration (2) | 2,166,840 | 2,166,840 | - | 4,493,234 | | | Value of Health Benefits | - | 27,932 | 27,932 | 27,932 | | | Value of Retirement Contributions (3) | - | 108,900 | 108,900 | 108,900 | | | Value of Outplacement Services (4) | - | - | 6,000 | 6,000 | | | Total | 2,617,080 | 2,753,912 | 1,573,072 | 6,066,306 | | John Collins | Cash | 375,200 | 375,200 | 1,225,200 | 1,225,200 | | | Equity Acceleration (2) | - | - | - | 4,844,305 | | | Value of Health Benefits | - | 26,585 | 26,585 | 26,585 | | | Value of Retirement Contributions (3) | - | 97,200 | 97,200 | 97,200 | | | Value of Outplacement Services (4) | - | - | 6,000 | 6,000 | | | Total | 375,200 | 498,985 | 1,354,985 | 6,199,290 | | Susan Canning | Cash | 295,872 | 295,872 | 1,031,872 | 1,031,872 | | | Equity Acceleration (2) | - | - | - | 1,613,160 | | | Value of Health Benefits | - | 19,815 | 19,815 | 19,815 | | | Value of Retirement Contributions (3) | - | 86,940 | 86,940 | 86,940 | | | Value of Outplacement Services (4) | - | - | 6,000 | 6,000 | | | Total | 295,872 | 402,627 | 1,144,627 | 2,757,787 | | Eric Sejourne | Cash | 302,304 | 302,304 | 1,054,304 | 1,054,304 | | | Equity Acceleration (2) | - | - | - | 781,288 | | | Value of Health Benefits | - | 18,984 | 18,984 | 18,984 | | | Value of Retirement Contributions (3) | - | 88,380 | 88,380 | 88,380 | | | Value of Outplacement Services (4) | - | - | 6,000 | 6,000 | | | Total | 302,304 | 409,668 | 1,167,668 | 1,948,956 |

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

    | (1) The NEOs are entitled to a pro-rata bonus based on the amount that would have actually paid to such NEO pursuant the annual incentive plan for the year ended December 31, 2024 in the event of the death or disability of such named executive officer. |

  106. 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 31, 2024, which was $15.29 per share. Amounts shown in the event of death or disability are unvested time-vesting options with respect to shares of our common stock issued pursuant to the 2017 Plan. |

  107. 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 NEO would otherwise have been eligible to receive in the 12 months following the NEO’s termination. |

  108. 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. |

  109. 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 the fiscal years ended December 31, 2022, 2023, and 2024. 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 (“SCT”), 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. A graphical representation of the relationship between CAP and the financial performance measures is also presented below. Note that for non-PEO NEOs, compensation is reported as an average. The CD&A describes the compensation setting process for our NEOs, which is done independently from the disclosure requirements shown in this 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.

  110. 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) | | | 2024 | 6,023,949 | 6,248,873 | 2,572,102 | 2,734,439 | 58.29 | 97.83 | 118.7 | 277.4 | | 2023 | 4,974,496 | 10,206,214 | 1,245,539 | 2,009,442 | 51.85 | 85.68 | 80.7 | 247.3 | | 2022 | 4,744,758 | (22,103,353) | 1,264,361 | (2,806,660) | 35.84 | 60.89 | 179.3 | 367.6 |

  111. PAY VERSUS PERFORMANCE

    | (1) Kevin Holleran served as President and Chief Executive Officer throughout Fiscal Years 2024, 2023 and 2022 and is identified as the PEO in the table. |

  112. PAY VERSUS PERFORMANCE

    | (2) Deductions from, and additions to, total compensation in the SCT by year to calculate Compensation Actually Paid include: |

  113. PAY VERSUS PERFORMANCE

    | | 2024 | | 2023 | | 2022 | | | | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | PEO ($) | Average Non-PEO NEOs ($) | | Total Compensation from Summary Compensation Table | 6,023,949 | 2,572,102 | 4,974,496 | 1,245,539 | 4,744,758 | 1,264,361 | | Adjustments for Equity Awards | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | (3,700,008) | (1,606,775) | (3,700,024) | (668,463) | (3,500,006) | (577,866) | | Year-end fair value of unvested awards granted in the current year | 4,884,626 | 1,924,182 | 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 | (1,180,607) | (151,955) | 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 | 220,913 | (3,115) | 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 | 224,924 | 162,337 | 5,231,718 | 763,902 | (26,848,111) | (4,071,021) | | Compensation Actually Paid (as calculated) | 6,248,873 | 2,734,439 | 10,206,214 | 2,009,442 | (22,103,353) | (2,806,660) |

  114. PAY VERSUS PERFORMANCE

    | (3) Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |

  115. PAY VERSUS PERFORMANCE

    2024: Eifion Jones, John Collins, Susan Canning, Eric Sejourne 2023: Eifion Jones, Richard Roetken, John Collins, Susan Canning, Fernando Blasco 2022: Eifion Jones, Richard Roetken, John Collins, Susan Canning, Lesley Billow

  116. PAY VERSUS PERFORMANCE

    | (4) 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. TSR peer group consists of the Company’s compensation peer group, which consists of the following companies: |

  117. PAY VERSUS PERFORMANCE

    | A. O. Smith Corporation | Latham Group, Inc. | Pentair plc | The Toro Company | | Aaon, Inc. | Lennox International Inc. | Pool Corporation | Trex Company, Inc | | Badger Meter, Inc. | Leslie’s, Inc. | SiteOne Landscape Supply, Inc. | Watts Water Technologies, Inc. | | CSW Industrials, Inc. | Mueller Industries Inc. | SPX Technologies, Inc. | YETI Holdings, Inc. | | Generac Holdings Inc | Mueller Water Products, Inc | The Azek Company Inc | Zurn Elkay Water Solutions Corporation |

  118. PAY VERSUS PERFORMANCE

    This TSR peer group is the same group that was utilized in fiscal year 2023 for compensation benchmarking in that year and to present peer group TSR in the pay versus performance table in the Company’s proxy statement for fiscal year 2023 filed on April 17, 2024 (the “2024 Proxy Statement”), with the exception of Evoqua Water Technologies Corp. which was removed from our peer group as a result of its acquisition by Xylem, Inc. The list of the companies that made up the 2023 peer group in the 2024 Proxy Statement contained three errors: incorrectly identifying Johnson Outdoors Inc. as a member of the peer group, while incorrectly omitting Pentair plc and SiteOne Landscape Supply, Inc. from the peer group. However, the peer group TSR figures presented in the pay versus performance table in the 2024 Proxy Statement were based on the correct peer group. As such, we have not restated any such figures in this pay versus performance table.

  119. 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. |

  120. PAY VERSUS PERFORMANCE

    Performance measures used to link performance to executive compensation We have listed below the five performance measures that represent the most important metrics we used to link CAP to our NEOs in 2024:

  121. PAY VERSUS PERFORMANCE

    | ● | Adjusted EBITDA |

  122. PAY VERSUS PERFORMANCE

    | ● | Revenue (Net Sales) |

  123. PAY VERSUS PERFORMANCE

    | ● | Gross profit margin |

  124. PAY VERSUS PERFORMANCE

    | ● | Return on gross invested capital; and |

  125. PAY VERSUS PERFORMANCE

    | ● | TSR |

  126. 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 next two financial performance measures are discussed in detail in “Executive Compensation–Compensation Discussion and Analysis–Equity Compensation” in this proxy statement. 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:

  127. PAY VERSUS PERFORMANCE

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

  128. PAY VERSUS PERFORMANCE

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

  129. PAY VERSUS PERFORMANCE

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

  130. 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 2024. For our Fiscal Year 2024:

  131. CEO PAY RATIO

    | ● | the Annual Total Compensation of our median-compensated employee was $76,621 and |

  132. CEO PAY RATIO

    | ● | the Annual Total Compensation of Mr. Holleran, who served as our CEO throughout Fiscal Year 2024, was $6,023,949. |

  133. CEO PAY RATIO

    Accordingly, the ratio of the Annual Total Compensation of the CEO in Fiscal Year 2024 to the median-compensated employee’s Annual Total Compensation for Fiscal Year 2024 was 79 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 2024, 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, 2024. 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 permanent full-time and part-time employees who were employed as of December 31, 2024, but were not employed for the full fiscal year. For our non-U.S. employees, we used the currency exchange rates applicable on December 31, 2024, to convert their base salary into U.S. dollars.

  134. 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.