DEF 14A of Latham Group, Inc., Mar 20, 2026

DEF 14A of Latham Group, Inc.

Filed Mar 20, 2026 · FY20250001140361-26-010486

Open on EDGAR

  1. the Securities Exchange Act of 1934 (Amendment No. )

    the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box:

  2. the Securities Exchange Act of 1934 (Amendment No. )

    | ☐ | Preliminary Proxy Statement |

  3. the Securities Exchange Act of 1934 (Amendment No. )

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

  4. the Securities Exchange Act of 1934 (Amendment No. )

    | ☒ | Definitive Proxy Statement |

  5. the Securities Exchange Act of 1934 (Amendment No. )

    | ☐ | Definitive Additional Materials |

  6. the Securities Exchange Act of 1934 (Amendment No. )

    | ☐ | Soliciting Material under §240.14a-12 |

  7. the Securities Exchange Act of 1934 (Amendment No. )

    Latham Group, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):

  8. the Securities Exchange Act of 1934 (Amendment No. )

    | ☒ | No fee required. |

  9. the Securities Exchange Act of 1934 (Amendment No. )

    | ☐ | Fee paid previously with preliminary materials. |

  10. the Securities Exchange Act of 1934 (Amendment No. )

    | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |

  11. the Securities Exchange Act of 1934 (Amendment No. )

    Dear Fellow Stockholders: We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Latham Group, Inc. to be held on Thursday, April 30, 2026, at 8:00 a.m. Eastern Daylight Time at The Adelphi Hotel, 365 Broadway, Saratoga Springs, NY 12866. In 2025, we continued to outperform the U.S. in-ground pool market, growing our net sales by 7.4% year-over-year, and succeeded in expanding margins despite a market for U.S. in-ground pool starts that we estimate declined by low- to mid-single digits. We made investments that have positioned the Company for sales growth and accelerated profitability in 2025 and beyond. We also began to realize benefits from investments in our strategy to expand Latham’s presence in the Sand States. Our industry outperformance was driven by continued fiberglass share gains and increased awareness and adoption of automatic safety covers. As consumers continued to recognize the speed of installation, eco-friendly and cost savings advantages of fiberglass pools, this product category represented 76.5% of Latham’s total in-ground pool sales in 2025, demonstrating increased market penetration. We concluded 2025 with net sales of $545.9 million, net income of $11.1 million and Adjusted EBITDA of $99.8 million. Our lean manufacturing and value engineering initiatives, along with accretive acquisitions of Coverstar Central in August 2024 and Coverstar New York and Tennessee in early 2025 enabled gross margin expansion of 320 basis points for the year. As an indicator of strong progress in the Company’s strategy to expand its presence in the important Sand States, we saw double digit growth in fiberglass pool sales in Florida, our initial target market. We are now represented in several Master Planned Communities in Florida, and have continued to nurture strategic partnerships with select custom homebuilders. Due in large measure to our lean manufacturing and value engineering initiatives, we saw gross margin and Adjusted EBITDA margin expansion in 2025. We concluded 2025 with a cash balance of $71.0 million, providing us with substantial financial flexibility to grow our business. In 2026, we will continue to execute on our key strategic priorities, namely, to drive increased awareness and adoption of fiberglass pools and autocovers to continue to significantly outperform the U.S. in-ground pool market. We plan to expand and refine our branding and marketing spend in 2026, with increased focus on building out our presence in the important Sand State markets through greater contractor and homebuilder engagement. We enter 2026 in a strong competitive position. Under similar industry conditions to 2025, we believe our leadership in the growing fiberglass pool category, our expanding automatic safety cover business, growth opportunities in the Sand States and our improved cost structure should support another year of market outperformance. On behalf of our Board of Directors and the entire Latham team, thank you for your continued support. 2026 Annual Meeting of Stockholders Details regarding the business to be conducted at the 2026 Annual Meeting of Stockholders and admission thereto are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. Your vote is important. Whether or not you plan to attend the 2026 Annual Meeting of Stockholders in person, we hope you will vote by Internet, telephone or mail as soon as possible to ensure your vote is recorded promptly. Please carefully review the instructions on each of your voting options described in the accompanying proxy statement, as well as in the accompanying Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card you received in the mail. Thank you for your ongoing support of and continued interest in Latham Group, Inc. We look forward to your participation at our Annual Meeting. Sincerely,

  12. the Securities Exchange Act of 1934 (Amendment No. )

    | | | | Sean Gadd | James E. Cline | | President and Chief Executive Officer | Chair of the Board |

  13. the Securities Exchange Act of 1934 (Amendment No. )

    Latham, New York March 20, 2026 Latham Group, Inc. Notice of Annual Meeting of Stockholders to be held April 30, 2026 Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Latham Group, Inc., a Delaware corporation, will be held on Thursday, April 30, 2026, at 8:00 a.m. Eastern Daylight Time at The Adelphi Hotel, 365 Broadway, Saratoga Springs, NY 12866 to conduct the following items of business.

  14. the Securities Exchange Act of 1934 (Amendment No. )

    | Proposal | | Board Recommendation | Proposal Discussion | | 1 | The election of three Class II directors named in the accompanying proxy statement, each to serve for a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. | FOR each nominee | Page 8 | | 2 | The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. | FOR | Page 36 | | 3 | The approval of an amendment to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan, as amended, to increase by 3,400,000 shares the number of shares of Common Stock that may be issued pursuant to awards granted under such plan. | FOR | Page 60 |

  15. the Securities Exchange Act of 1934 (Amendment No. )

    We will also consider and act upon such other business as may be properly brought before the Annual Meeting, although we have not received notice of any other matters that may be properly presented at our Annual Meeting. Stockholders of record at the close of business on March 3, 2026 are entitled to notice of, and to vote at, our Annual Meeting and any adjournment or postponement thereof. If you are a record holder, you may vote using one of the following methods. If you are a beneficial owner, you may vote using one of the methods listed on your voting instruction card.

  16. the Securities Exchange Act of 1934 (Amendment No. )

    | At the Meeting | Internet | By Phone | By Mail | | Attend in person to vote during the Annual Meeting | www.proxyvote.com | 1-800-690-6903 | Request a printed copy of the proxy materials and complete, sign and return your proxy card or voting instruction card |

  17. the Securities Exchange Act of 1934 (Amendment No. )

    We encourage you to vote promptly to ensure your vote is represented at our Annual Meeting and that we have a quorum, regardless of whether you plan to attend in person. Voting in advance does not deprive you of your right to attend our Annual Meeting in person and to change your vote during our Annual Meeting. By order of our Board of Directors, Patrick M. Sheller Secretary Latham, New York March 20, 2026 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 30, 2026 The Notice of the 2026 Annual Meeting, the accompanying proxy statement for the 2026 Annual Meeting and our annual report to stockholders for the fiscal year ended December 31, 2025 are available at www.proxyvote.com. In this proxy statement, unless otherwise indicated or the context otherwise requires, references to the “Company,” “Latham,” “we,” “us” and “our” refer to Latham Group, Inc. Latham Group, Inc. is a holding company that does not conduct any business operations and therefore references to our operations and financial performance include Latham Group, Inc. and its consolidated subsidiaries.

  18. the Securities Exchange Act of 1934 (Amendment No. )

    | Proxy Summary | 1 | | Proposal One: Election of Class II Directors | 8 | | Board of Directors and Corporate Governance | 11 | | Board of Directors | 11 | | Class III Directors—Term Expiring at the 2027 Annual Meeting | 11 | | Class I Directors—Term Expiring at the 2028 Annual Meeting | 13 | | Qualifications, Attributes, Skills and Experience of our Directors | 16 | | Identifying and Evaluating Candidates for Director | 17 | | Director Independence | 18 | | Board Roles and Responsibilities | 18 | | Board Leadership | 18 | | Board Committees | 19 | | Meetings of Our Board | 25 | | Board’s Role in Risk Oversight | 25 | | Key Governance Policies | 26 | | Evaluations of Our Board and Committees | 27 | | Oversight of Sustainability | 27 | | Oversight of Human Capital Management | 28 | | Stockholder Engagement | 30 | | Communications with our Board | 30 | | Director Compensation | 31 | | Director Compensation Table for 2025 | 32 | | Report of our Audit Committee | 33 | | Other Audit Committee Matters | 35 | | Pre-Approval Policy and Procedures | 35 | | Independent Registered Public Accounting Firm Fees and Services | 35 | | Proposal Two: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2026 | 36 | | Executive Officers | 38 | | Named Executive Officer Compensation | 41 | | Executive Summary | 41 | | 2025 Compensation Determinations | 44 | | Compensation Policies and Practices | 48 | | Process for Making Compensation Determinations | 50 |

  19. the Securities Exchange Act of 1934 (Amendment No. )

    | Peer Group Utilized for Benchmarking in 2025 | 51 | | Offer Letters and Severance Plan | 51 | | Initial 2026 Compensation Determinations | 52 | | Named Executive Officer Compensation Tables | 53 | | Summary Compensation Table for 2025 and 2024 | 53 | | Narrative Disclosure to Summary Compensation Table for 2025 and 2024 | 54 | | Outstanding Equity Awards as of December 31, 2025 | 56 | | Potential Payments upon Termination of Employment or Change in Control | 58 | | Proposal Three: Amendment to the 2021 Omnibus Equity Incentive Plan | 60 | | Certain Relationships and Related Party Transactions | 74 | | Security Ownership of Certain Beneficial Owners and Management | 77 | | Questions and Answers | 79 | | Delinquent Section 16(a) Reports | 85 | | Forward-Looking Statements | 85 | | Where You Can Find More Information | 85 | | Annual Report | 86 | | Other Matters | 86 | | Appendix A: Second Amendment to Latham Group 2021 Omnibus Equity Incentive Plan | A-1 | | Appendix B: Latham Group 2021 Omnibus Equity Incentive Plan (Prior to Amendment) | B-1 | | Non-GAAP Financial Measures. This Proxy Statement, including the preceding letter to stockholders, includes references to non-GAAP financial measures that exclude the impact of certain amounts. For definitions, supplemental information and reconciliations to the most directly comparable GAAP financial measures, see our Annual Report. | |

  20. the Securities Exchange Act of 1934 (Amendment No. )

    | | 2026 Proxy Statement i |

  21. the Securities Exchange Act of 1934 (Amendment No. )

    This proxy statement is furnished to stockholders of Latham Group, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies by our board of directors (our “Board”) for use at our 2026 Annual Meeting of Stockholders to be held on Thursday, April 30, 2026 (the “Annual Meeting”), and at any adjournment or postponement thereof. We are making this proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2025 (the “Annual Report”) available to our stockholders electronically via the Internet at www.proxyvote.com. On or about March 20, 2026, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and vote online or by telephone. This proxy summary highlights information contained elsewhere in this proxy statement for our Annual Meeting. This proxy summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the 2025 operational and financial performance of Latham, you should review our Annual Report. Business Overview Latham Group, Inc., headquartered in Latham, New York, is the largest designer, manufacturer and marketer of in-ground residential swimming pools in North America, Australia, and New Zealand. With an operating history that spans over 65 years, we offer the industry’s broadest portfolio of pools and related products, including fiberglass pools, packaged pools, pool liners and automatic and winter safety pool covers. We hold the #1 position in North America in every product category in which we compete. We believe that we are the most sought-after brand in the pool industry and the only pool company that has established a direct relationship with the homeowner. We are Latham, The Pool Company™. We have a heritage of innovation. In an industry that has traditionally marketed on a business-to-business basis (pool manufacturer to dealer), we pioneered the first “direct-to-homeowner” digital and social marketing strategy that has transformed the homeowner’s purchase journey. Through this marketing strategy, we are able to create demand for our pools and generate and provide high quality, purchase-ready consumer leads to our dealer partners. Partnership with our dealers is integral to our collective success, and we have enjoyed long-tenured relationships averaging over 15 years. We support our dealer network with business development tools, co-branded marketing programs and in-house training, as well as an operations platform consisting of approximately 1,804 full-time employees across approximately 30 locations as of December 31, 2025. The full resources of the Company are dedicated to designing and manufacturing high-quality pool products with the homeowner in mind, and positioning ourselves as a value-added partner to our dealers. Proposal One—Election of Class II Directors

  22. the Securities Exchange Act of 1934 (Amendment No. )

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

  23. the Securities Exchange Act of 1934 (Amendment No. )

    Our Board currently consists of nine directors. Following a review of the individual and aggregate qualifications, attributes, skills and experience of Board members, our Board has re-nominated the three Class II directors for election at our Annual Meeting. Our Board believes that the director nominees will continue to collectively serve in the best interests of stockholders and the Company and assist our Board to fulfill its significant oversight role.

  24. the Securities Exchange Act of 1934 (Amendment No. )

    | | 2026 Proxy Statement 1 |

  25. the Securities Exchange Act of 1934 (Amendment No. )

    Each of the Class II director nominees will serve a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

  26. the Securities Exchange Act of 1934 (Amendment No. )

    | Name and Age | Director Since | Independent | Primary or Most Recent Occupation | Current Board Committee(s) | | Frank J. Dellaquila 69 | 2024 | Yes | Service as Board Director / Manager; Former Senior Executive Vice President and Chief Financial Officer of Emerson Electric Co. | Audit (Chair) | | Sean Gadd(1) 53 | 2026 | No | President and Chief Executive Officer, Latham | None | | William M. Pruellage 52 | 2020 | Yes | Managing Partner, Pamplona | Compensation |

  27. the Securities Exchange Act of 1934 (Amendment No. )

    | (1) Mr. Gadd was appointed to our Board, effective as of January 5, 2026, in connection with his appointment as our President and Chief Executive Officer. |

  28. the Securities Exchange Act of 1934 (Amendment No. )

    Qualifications, Attributes, Skills and Experience of our Directors The following table sets forth a summary of key qualifications, attributes, skills and experience that our current directors contribute to our Board.

  29. the Securities Exchange Act of 1934 (Amendment No. )

    | | Number of Directors | | Strategic Growth and M&A Experience | 9 | | Senior Leadership or Management Experience | 8 | | Finance or Accounting Experience | 6 | | Marketing and Brand Management Expertise | 6 | | Manufacturing and Supply Chain Experience | 6 | | International Business Operations Experience | 6 | | Consumer Products Expertise | 5 | | Human Capital Management Expertise | 5 | | Other Public Company Service | 5 | | Risk Management and Compliance Expertise | 3 | | Digital Transformations, Technology or Cybersecurity Expertise | 1 |

  30. the Securities Exchange Act of 1934 (Amendment No. )

    | 2 2026 Proxy Statement | |

  31. the Securities Exchange Act of 1934 (Amendment No. )

    Compensation Governance See “Named Executive Officer Compensation” for a detailed discussion of our compensation program and determinations for our named executive officers in 2025. The following table sets forth a summary of key compensation governance matters for our current program.

  32. the Securities Exchange Act of 1934 (Amendment No. )

    | What We Do | What We Don’t Do | | • Our independent Compensation Committee retains and actively engages with an independent compensation consultant • We annually use recent peer group and/or executive compensation survey data as a factor to establish target annual compensation • Our 2021 Omnibus Plan aligns with stockholder interests and incorporates certain governance best practices (see Proposal Three) • We only utilize and apply rigorous, objective financial goals to our incentive programs to align with our business strategy and our stockholders, and utilize an objective adjustment policy • Annual equity awards of time-based restricted stock units (“RSUs”) and performance stock units (“PSUs”) represent a majority of the target annual compensation, with long-term vesting • Our incentive programs each have a fixed payout cap of 200% of target • We have an equity grant policy to pre-establish timing of grants • We apply Clawback Policies for incentive compensation to our executive officers, including a Dodd-Frank compliant policy and a policy to address calculation errors • We apply stock ownership guidelines to our named executive officers and non-employee directors • We conduct a comprehensive compensation risk assessment annually • We conduct an annual talent and succession plan review of our executive officers and critical talent | • No single-trigger vesting of equity awards upon change-in-control • No hedging or pledging of our securities, and no using derivatives • No tax gross-ups upon change-in-control or severance • No guaranteed bonuses, except new hire or severance agreements, and no one-time equity awards, except new hires • No significant perquisites, supplemental benefits, pension plans or defined benefit plans • No repricing/replacing underwater stock options and SARs |

  33. the Securities Exchange Act of 1934 (Amendment No. )

    | | 2026 Proxy Statement 3 |

  34. the Securities Exchange Act of 1934 (Amendment No. )

    2025 Compensation Program The compensation program for our named executive officers is designed to attract, motivate and retain qualified employees and to provide them incentives to achieve or exceed the Company’s annual operational, financial and strategic goals and to increase long-term stockholder value. The 2025 compensation program for named executive officers consisted of a base salary, an annual cash bonus opportunity, and annual equity awards (consisting of RSUs and PSUs). To further align our compensation program with stockholder interests, a substantial percentage of our 2025 annual equity awards consisted of PSUs. Based on Company performance for 2025, our former Chief Executive Officer’s compensation was determined as follows:

  35. the Securities Exchange Act of 1934 (Amendment No. )

    | • | He earned 87.6% of his target annual cash bonus based on aggregate achievement of Net Sales (50% weighting) and Adjusted EBITDA margin percentage (50% weighting). |

  36. the Securities Exchange Act of 1934 (Amendment No. )

    | • | He earned 87.9% of the first tranche of his target PSUs based on the Adjusted EBITDA performance measure in 2025; the earned PSUs will vest on July 5, 2026 in accordance with the Rajeski Separation and Consulting Agreement (as defined below). See “Named Executive Officer Compensation Tables—Narrative Disclosure to Summary Compensation Tables for 2025 and 2024—Rajeski Separation and Consulting Agreement” below for additional information. |

  37. the Securities Exchange Act of 1934 (Amendment No. )

    Key Corporate Governance Highlights Our Board has taken a reasonable, measured approach in implementing our corporate governance policies and practices.

  38. the Securities Exchange Act of 1934 (Amendment No. )

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

  39. the Securities Exchange Act of 1934 (Amendment No. )

    | 4 2026 Proxy Statement | |

  40. the Securities Exchange Act of 1934 (Amendment No. )

    Key elements of our current governance are set forth below.

  41. the Securities Exchange Act of 1934 (Amendment No. )

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

  42. the Securities Exchange Act of 1934 (Amendment No. )

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

  43. the Securities Exchange Act of 1934 (Amendment No. )

    | | 2026 Proxy Statement 5 |

  44. the Securities Exchange Act of 1934 (Amendment No. )

    Proposal Two—Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2026

  45. the Securities Exchange Act of 1934 (Amendment No. )

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

  46. the Securities Exchange Act of 1934 (Amendment No. )

    Our Board is seeking stockholder support to ratify the appointment of Deloitte & Touche LLP (“Deloitte & Touche”) as our independent registered public accounting firm for 2026. Our Audit Committee has continued its engagement with Deloitte & Touche since 2020.

  47. the Securities Exchange Act of 1934 (Amendment No. )

    | Our Audit Committee has reappointed Deloitte & Touche as the Company’s independent registered public accounting firm for the year ending December 31, 2026, including based upon the following factors: | | • Efficiencies of continued engagement | | • Audit effectiveness | | • Expertise and industry knowledge | | • External data on audit quality and performance | | • Reasonableness of fees | | • Communication | | • Ratification proposal had strong support at the Company’s 2025 annual meeting |

  48. the Securities Exchange Act of 1934 (Amendment No. )

    | 6 2026 Proxy Statement | |

  49. the Securities Exchange Act of 1934 (Amendment No. )

    Proposal Three—Amendment to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan

  50. the Securities Exchange Act of 1934 (Amendment No. )

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

  51. the Securities Exchange Act of 1934 (Amendment No. )

    Our Board is asking our stockholders to approve an amendment (the “Amendment”) to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan, as amended (the “2021 Omnibus Equity Plan”). The 2021 Omnibus Equity Plan was initially adopted by our Board on April 12, 2021 and our stockholders on April 13, 2021, prior to the consummation of our IPO on April 27, 2021. It was subsequently amended on May 2, 2023 following approval by our stockholders at our 2023 annual meeting of stockholders, which amendment provided for an increase in the available shares as well as further enhancements to the compensation and governance best practices included therein. We use awards under the 2021 Omnibus Equity Plan to attract and retain employees, ensure that our compensation program provides appropriate incentives to motivate our key employees, officers and non-employee directors to contribute to our long-term performance and growth, develop a culture of ownership, and align further the interests of participants and our stockholders. Stockholder approval of the Amendment will permit us to continue to grant equity compensation awards to our key employees, officers and non-employee directors in furtherance of this philosophy. Our Board has determined that it is in the best interests of us and our stockholders to approve the Amendment, which includes an increase by 3,400,000 shares of the number of shares of Common Stock that may be issued pursuant to awards. As of the record date, we had 2,868,643 shares of our Common Stock remaining available for issuance for awards under the 2021 Omnibus Equity Plan.

  52. the Securities Exchange Act of 1934 (Amendment No. )

    | Our Compensation Committee is recommending the approval of the Amendment for the following reasons: | | • Critical Importance of Equity Awards to Our Long-Term Business Strategy, Including Employee Recruitment and Retention in a Competitive Market | | • Historical Usage and Effectiveness of Prior Equity Grants Strongly Impacted by Macroeconomic Conditions and Stock Price Volatility | | • We Did Not Utilize Customary Methods to Avoid or Limit Stockholder Approval of Share Pool Increases | | • Our Compensation Committee is Committed to Evolving our Annual Equity Program | | • A Reasonable Number of Shares Will Be Added to the 2021 Omnibus Equity Plan | | • The 2021 Omnibus Equity Plan Includes Significant Compensation and Governance Best Practices |

  53. the Securities Exchange Act of 1934 (Amendment No. )

    | | 2026 Proxy Statement 7 |

  54. the Securities Exchange Act of 1934 (Amendment No. )

    General At our Annual Meeting, our stockholders will vote to elect the three Class II director nominees named in this proxy statement. Class II directors elected at our Annual Meeting will serve for three-year terms until our annual meeting of stockholders to be held in 2029 and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. Based on its beneficial ownership of our Common Stock as of the record date, Pamplona has the right to designate four directors to our Board. Class II Directors—Nominees for Election at our Annual Meeting Our Board nominated Frank J. Dellaquila, Sean Gadd and William M. Pruellage for election to our Board as Class II directors at our Annual Meeting. These nominees were recommended by our Nominating and Corporate Governance Committee and approved for nomination by our Board, each in accordance with our established process for evaluating candidates to serve on our Board. Mr. Dellaquila and Mr. Pruellage are director designees of Pamplona. Our Nominating and Corporate Governance Committee recommended the appointment of the three director nominees after considering each of their backgrounds, qualifications and professional experience. See “Board of Directors and Corporate Governance—Qualifications, Attributes, Skills and Experience of our Directors”, and “—Identifying and Evaluating Candidates for Director” for additional information thereon. Each of Messrs. Dellaquila, Gadd and Pruellage currently serve on our Board, has consented to be named in this proxy statement and has agreed to serve, if elected. There are no family relationships among the director nominees or between them and any of our executive officers or continuing directors. The following sets forth the biographical information regarding our Class II director nominees, including the experience, qualifications, attributes and skills that led our Board to conclude that each director should continue to serve on our Board.

  55. the Securities Exchange Act of 1934 (Amendment No. )

    | Name and Age | Director Since | Independent | Primary or Most Recent Occupation | Current Board Committee(s) | | Frank J. Dellaquila 69 | 2024 | Yes | Service as Board Director / Manager; Former Senior Executive Vice President and Chief Financial Officer of Emerson Electric Co. | Audit (Chair) | | Sean Gadd(1) 53 | 2026 | No | President and Chief Executive Officer, Latham | None | | William M. Pruellage 52 | 2020 | Yes | Managing Partner, Pamplona | Compensation |

  56. the Securities Exchange Act of 1934 (Amendment No. )

    | (1) Mr. Gadd was appointed to our Board, effective as of January 5, 2026, in connection with his appointment as our President and Chief Executive Officer. |

  57. the Securities Exchange Act of 1934 (Amendment No. )

    | 8 2026 Proxy Statement | |

  58. the Securities Exchange Act of 1934 (Amendment No. )

    | Frank J. Dellaquila Age: 69 Director Since: 2024 Committee Memberships: • Audit, Chair | Frank J. Dellaquila became a member of our Board in October 2024. Mr. Dellaquila served as the Senior Executive Vice President and Chief Financial Officer of Emerson Electric Co. (NYSE: EMR) (“Emerson”), a global technology and software company with a leading automation portfolio from November 2016 through May 2023. Mr. Dellaquila joined Emerson in 1991, and held several positions of increasing responsibility, including Corporate Vice President and Treasurer from 1991 to 2000, Senior Vice President and Chief Financial Officer of Emerson Motor Company from 2000 to 2004, Senior Vice President, Acquisitions and Development from 2004 to 2009, Senior Vice President and Chief Financial Officer from 2009 to 2012, and Executive Vice President and Chief Financial Officer from 2012 to 2016. Previously, Mr. Dellaquila served in various financial analyst and treasury roles of several global companies from 1978 to 1991. Mr. Dellaquila has served on the board of directors of Reliance, Inc. (NYSE: RS), a leading global diversified metal solutions provider, since October 2021 and also serves as chair of the audit committee. He has also served as a director and member of the finance committee of FM, Inc. (formerly known as FM Global Insurance Co.), a privately held mutual insurance company, since December 2022. Mr. Dellaquila previously served on the board of directors and as a member of the finance and audit committees of Aptiv PLC (NYSE: APTV), a global technology company, from December 2017 to April 2020. Mr. Dellaquila holds a Bachelor of Science degree in accounting from Fordham University College of Business Administration and a Master of Business Administration degree in finance from Columbia University Graduate School of Business. | | | We believe Mr. Dellaquila is qualified to serve as a member of our Board because of his significant financial, corporate development and accounting roles over 45 years, including 14 years of service as the chief financial officer of a large global public company, and his experience of serving on boards and audit committees of multiple public and private companies. Our Board also determined his significant finance and accounting expertise qualifies him as an “audit committee financial expert” under SEC rules. |

  59. the Securities Exchange Act of 1934 (Amendment No. )

    | Sean Gadd President and Chief Executive Officer Age: 53 Director Since: 2026 | Sean Gadd has served as President and Chief Executive Officer of our wholly-owned subsidiary, Latham Pool Products and as our Chief Executive Officer and Director since January 2026. Prior to that, Mr. Gadd served as President of North America of James Hardie Building Products, Inc. (“James Hardie”), a subsidiary of James Hardie Industries plc (NYSE/ASX: JHX) from January 2022 to December 2025. Mr. Gadd joined James Hardie in 2004, and held several positions of increasing responsibility in the United States and Australia, including Corporate Vice President and Treasurer from 1991 to 2000, Senior Vice President and Chief Financial Officer of Emerson Motor Company from 2000 to 2004, Senior Vice President, Acquisitions and Development from 2004 to 2009, Senior Vice President and Chief Financial Officer from 2009 to 2012, and Executive Vice President and Chief Financial Officer from 2012 to 2016. Prior to James Hardie, Mr. Gadd served in various engineering and plant operations roles of increasing responsibility for companies based in Australia. Mr. Gadd holds a Bachelor of Engineering degree from The University of South Wales, and a Master of Business Administration degree from The Australian Graduate School of Management. | | | We believe Mr. Gadd is qualified to serve as a member of our Board because of his extensive leadership experience, demonstrated success in driving strategic growth, and his insight into corporate matters as our Chief Executive Officer. |

  60. the Securities Exchange Act of 1934 (Amendment No. )

    | | 2026 Proxy Statement 9 |

  61. the Securities Exchange Act of 1934 (Amendment No. )

    | William M. Pruellage Age: 52 Director Since: 2020 Committee Memberships: • Compensation | William M. Pruellage became a member of the board of directors of Latham Pool Products in December 2018 and of our Board in December 2020. Mr. Pruellage joined Pamplona in 2014 and has served as Managing Partner since 2018. Prior to Pamplona, Mr. Pruellage was the Co-President of Castle Harlan, Inc., where he was employed since 1997. Prior to that, Mr. Pruellage was a mergers and acquisitions banker at Merrill Lynch. During his time at Pamplona, Mr. Pruellage has served on the board of directors of several companies, including Loparex, a global manufacturer of engineered films and release liners, BFG Supply, a national distributor of consumables, greenhouse durables, and technical equipment to the green industry, CSC ServiceWorks, Inc., a provider of commercial laundry services and air vending solutions, BakeMark, a manufacturer of baking ingredients, Veritext, a diversified legal services provider, nThrive, a payment solutions provider for the healthcare industry, and Lumos Networks (Nasdaq: LMOS), a broadband internet provider. Prior to Pamplona, Mr. Pruellage served on the board of directors of numerous companies, including Exterran (NYSE: EXTN), an oil and gas company, Ames True Temper, a manufacturer of garden products, GoldStar Foods, a food distributor, Pretium Packaging, a plastics manufacturer, Securus, a prison communications firm, RathGibson, a manufacturer of tubing and pipe, Baker & Taylor, a book distributor, Verdugt Specialty Chemicals, a chemicals company, Anchor Drilling Fluids, a drilling fluids company, and Universal Compression (NYSE: UCO), a provider of natural gas compression equipment and services. Mr. Pruellage holds a Bachelor of Science, summa cum laude, in Finance and International Business from Georgetown University. | | | We believe Mr. Pruellage is qualified to serve as a member of our Board because of his extensive investment management experience and because of his experience serving on the boards of multiple companies, including public companies. |

  62. the Securities Exchange Act of 1934 (Amendment No. )

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

  63. the Securities Exchange Act of 1934 (Amendment No. )

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

  64. the Securities Exchange Act of 1934 (Amendment No. )

    | 10 2026 Proxy Statement | |

  65. the Securities Exchange Act of 1934 (Amendment No. )

    Board of Directors Our Board currently consists of nine members and is divided into three classes. The members of each class serve staggered, three-year terms. At each annual meeting, our stockholders will be requested to elect the successors to one class of our directors for three-year terms. Each of our directors serves as a director until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service. The authorized number of directors may be increased or decreased by our Board in accordance with our certificate of incorporation. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. See “Certain Relationships and Related Party Transactions—Stockholders’ Agreement” for information regarding director nomination and other rights currently held by Pamplona. See “Proposal One: Election of Class II Directors” for biographical information on our Class II directors. The following sets forth biographical information regarding our Class III and I directors, including the experience, qualifications, attributes and skills that led our Board to conclude that each director should continue to serve on our Board. Class III Directors—Term Expiring at the 2027 Annual Meeting

  66. the Securities Exchange Act of 1934 (Amendment No. )

    | Name and Age | Director Since | Independent | Primary or Most Recent Occupation | Current Board Committee(s) | | Suzan Morno-Wade 58 | 2021 | Yes | Former Chief Human Resources Officer, Xerox; Executive Vice President of Xerox Holdings Corporation | Compensation (Chair) | | Brian Pratt 31 | 2023 | Yes | Vice President, Pamplona Capital Management, LLC | Nominating and Corporate Governance | | Jeffrey T. Jackson 60 | 2025 | Yes | Chief Executive Officer, Cabinetworks Group, Inc. | Audit |

  67. the Securities Exchange Act of 1934 (Amendment No. )

    | | 2026 Proxy Statement 11 |

  68. the Securities Exchange Act of 1934 (Amendment No. )

    | Suzan Morno-Wade Age: 58 Director Since: 2021 Committee Membership: • Compensation, Chair | Suzan Morno-Wade became a member of our Board in March 2021. Ms. Morno-Wade is a seasoned C-suite Executive and Board Director with a robust human capital and finance background. Ms. Morno-Wade serves as the Chair of the Compensation Committee and formerly served on the Audit Committee, where she partnered with management and fellow directors to guide the Company through IPO readiness and its transition to public-company governance. Ms. Morno-Wade also serves as an Independent Director and Chair of the Compensation and Leadership Development Committee of Veritiv Holdings Inc., a leading provider of packaging, print, and facility solutions. In addition, she serves as a Board Advisor to several early-stage healthcare technology companies, including SmirkHealth, Parentaly, and Wellist, where she supports growth-stage strategy, consumer product development, and stakeholder engagement. Previously, Ms. Morno-Wade served as Executive Vice President and as Chief Human Resources Officer (“CHRO”) of Xerox Holdings Corporation (NASDAQ: XRX), a global print and document products and services company from November 2018 to April 2024, where she oversaw human resources, executive and employee communications, security operations, payroll and philanthropy. Throughout her career, Ms. Morno-Wade has worked across a broad spectrum of Fortune 500 companies in industries including technology, industrial and consumer goods, and oil and gas. Ms. Morno-Wade obtained a Bachelor of Science degree from the University of Illinois and a Financial Management Program certificate from General Electric Company. In 2024, she achieved a directorship certification from the National Association of Corporate Directors. | | | We believe Ms. Morno-Wade is qualified to serve as a member of our Board because she is a seasoned global executive with a proven record of strengthening enterprise performance through leadership, culture, and talent—capabilities that align closely with Latham’s strategic priorities. As CHRO of a publicly traded company operating in more than 100 countries, she has led complex organizational transformations, overseen CEO and C-suite succession planning, and supported companies through periods of strategic inflection and shareholder engagement. She is recognized by CEOs and Boards as a trusted advisor with deep experience in governance, leadership continuity, and workforce strategy. Her ability to align human capital with business priorities has consistently enhanced organizational resilience, employee engagement, and long-term value creation. |

  69. the Securities Exchange Act of 1934 (Amendment No. )

    | Brian Pratt Age: 31 Director Since: 2023 Committee Membership: • Nominating and Corporate Governance | Brian Pratt became a member of our Board in March 2023. Mr. Pratt is a Vice President of Pamplona Capital Management LLC, having joined the firm in March 2019. Since 2019, Mr. Pratt has worked closely with our Board and Company management on financial, operational and transactional matters. Mr. Pratt serves on the board of several other companies, including BFG Supply, a national distributor of consumables, greenhouse durables, and technical equipment to the green industry, CSC ServiceWorks, Inc., a provider of commercial laundry services and air vending solutions, Loparex, a global manufacturer of engineered films and release liners, and Savista, an end-to-end revenue cycle management business. Prior to joining Pamplona, Mr. Pratt worked in the investment banking division at Barclays from 2017 to February 2019. Mr. Pratt holds a Bachelor of Science in Political Science from Yale University. | | | We believe Mr. Pratt is qualified to serve as a member of our Board because of his financial and acquisition skills and experience and strategic and consumer products knowledge. |

  70. the Securities Exchange Act of 1934 (Amendment No. )

    | 12 2026 Proxy Statement | |

  71. the Securities Exchange Act of 1934 (Amendment No. )

    | Jeffrey T. Jackson Age: 60 Director Since: 2025 Committee Membership: • Audit | Jeffrey T. Jackson became a member of our Board in August 2025. Since May 2024, Mr. Jackson has served as the Chief Executive Officer of Cabinetworks Group, Inc., the country’s largest privately-owned cabinet manufacturer. Prior to Cabinetworks Group, Mr. Jackson served as the President and Chief Executive Officer of PGT Innovations, Inc. (NYSE: PGT), a manufacturer of windows, doors and garage doors, from January 2018 to May 2024, and held various other roles at PGT Innovations since 2005, including Chief Financial Officer from 2005 to 2014, and Chief Operating Officer from 2014 to 2018. Prior to PGT Innovations, Mr. Jackson held various executive management roles with companies such as The Hershey Company (NYSE: HSY), a global confectionary leader, Mrs. Smith’s Bakeries, a leading frozen dessert company and business unit of Flowers Foods, Inc. (NYSE: FLO), the Coca-Cola Company (NYSE: KO), a total beverage company with products sold in more than 200 countries and territories, and KPMG LLP (formerly known as KPMG Peat Marwick LLP), a global network of professional firms providing audit, tax and advisory services. Since January 2024, Mr. Jackson has served as a director, member of the audit committee and as chair of the compensation committee of Smith Douglas Homes Corp. (NYSE: SDHC), a nationally ranked home builder, and as a director and a member of the compensation committee of Astec Industries, Inc. (NASDAQ: ASTE), a manufacturer of specialized equipment for asphalt road building, aggregate processing, and concrete production. Mr. Jackson holds a Bachelor of Business Administration from the University of West Georgia and is a Certified Public Accountant in Georgia. | | | We believe Mr. Jackson is qualified to serve as a member of our Board because of his extensive senior leadership and manufacturing and supply chain experience, his significant financial and accounting roles, as well as his experience of serving on the boards and audit committees of several public and private companies. Our Board also determined his significant finance and accounting expertise qualifies him as an “audit committee financial expert” under SEC rules. |

  72. the Securities Exchange Act of 1934 (Amendment No. )

    Class I Directors—Term Expiring at the 2028 Annual Meeting

  73. the Securities Exchange Act of 1934 (Amendment No. )

    | Name and Age | Director Since | Independent | Primary or Most Recent Occupation | Current Board Committee(s) | | James E. Cline* 74 | 2020 | Yes | Former President and Chief Executive Officer, Trex Company, Inc. | Audit Compensation | | DeLu Jackson 53 | 2023 | Yes | Managing Partner, The CMO Whisperer | Nominating and Corporate Governance | | Mark P. Laven** 72 | 2020 | Yes | Former President and Chief Executive Officer, Latham Pool Products | Nominating and Corporate Governance (Chair) |

  74. the Securities Exchange Act of 1934 (Amendment No. )

    | * Chair of the Board of Directors |

  75. the Securities Exchange Act of 1934 (Amendment No. )

    | ** Vice Chair of the Board of Directors |

  76. the Securities Exchange Act of 1934 (Amendment No. )

    | | 2026 Proxy Statement 13 |

  77. the Securities Exchange Act of 1934 (Amendment No. )

    | James E. Cline Chair of the Board Age: 74 Director Since: 2020 Committee Memberships: • Audit • Compensation | James E. Cline became a member of the board of directors of Latham Pool Products in March 2019 and of our Board in December 2020. Mr. Cline became the Chair of our Board on December 14, 2020. Since 2020, Mr. Cline has served as chair of the board of Trex Company, Inc. (NYSE: TREX) (“Trex”), a manufacturer of outdoor living products. From 2015 to 2020, Mr. Cline served as President and Chief Executive Officer and a member of the board of directors of Trex. From 2013 to 2020, he was the Senior Vice President and Chief Financial Officer of Trex. From 2008 to 2013, Mr. Cline served as Vice President and Chief Financial Officer of Trex. Prior to Trex, Mr. Cline served as the President of Harsco GasServ, a subsidiary of Harsco Corporation, a manufacturer of containment and control equipment for the global gas industry, from 2005 to 2007 and was the Vice President and Controller for Harsco GasServ from 1994 to 2005. In connection with the purchase of Harsco GasServ by Taylor-Wharton International LLC, which was owned by Windpoint Partners Company, Mr. Cline served as a consultant to the buyers in 2008 by providing transition management and financial services. Mr. Cline served in various capacities with the Huffy Corporation from 1976 to 1994, including as Director of Finance of its True Temper Hardware subsidiary, a manufacturer of lawn care and construction products. Mr. Cline holds a Bachelor of Science in Business Administration degree in accounting from Bowling Green State University. | | | We believe Mr. Cline is qualified to serve as a member of our Board because of his experience as a member of the board of directors of Latham Pool Products, his extensive leadership experience and extensive experience in the consumer products industry, including for a public company. Our Board also determined his significant finance and accounting expertise qualifies him as an “audit committee financial expert” under SEC rules. |

  78. the Securities Exchange Act of 1934 (Amendment No. )

    | DeLu Jackson Age: 53 Director Since: 2023 Committee Memberships: • Nominating and Corporate Governance | DeLu Jackson became a member of our Board in March 2023. Since January 2026, Mr. Jackson has served as the Managing Partner of The CMO Whisperer. From September 2021 to September 2025, Mr. Jackson served as Executive Vice President and Chief Marketing Officer of ADT Inc. (NYSE: ADT), a leader in smart home and small business security. From August 2017 until September 2021, Mr. Jackson was Vice President—Head of Marketing and Digital at Conagra Brands, Inc. (NYSE: CAG), a leading branded food company. Before joining Conagra Brands, he served in senior digital and marketing roles for domestic and international brands, including Kellogg Company, McDonald’s Corporation, Nissan Motor Co., Ltd, Audi of America and Subaru of America. Mr. Jackson also serves on the board of directors of Brag House Inc. (an esports platform), the Western Golf Association and the Chicago Public Library Foundation. Mr. Jackson holds an MBA from NYU Stern School of Business and a BA in Politics from Princeton University. | | | We believe Mr. Jackson is qualified to serve as a member of our Board because of his experience as a public company executive, his expertise in digital and marketing strategy and knowledge of consumer products. |

  79. the Securities Exchange Act of 1934 (Amendment No. )

    | 14 2026 Proxy Statement | |

  80. the Securities Exchange Act of 1934 (Amendment No. )

    | Mark P. Laven Vice Chair of the Board Age: 72 Director Since: 2020 Committee Membership: • Nominating and Corporate Governance, Chair | Mark P. Laven became a member of the board of directors of Latham Pool Products in December 2001 and a member of our Board in December 2020. Mr. Laven became the Vice Chair of our Board on December 14, 2020. From December 2001 to October 2017, Mr. Laven served as President and Chief Executive Officer of Latham Pool Products, and he served as Chair of Latham Pool Products until December 14, 2020. From 2004 to 2008, he was a member of the board of the Association of Pool Spa Professionals, a national trade association. Mr. Laven holds a Bachelor of Science degree in Business Administration from Ithaca College. | | | We believe Mr. Laven is qualified to serve as a member of our Board because of his experience building and leading our business for over 19 years, his insight into corporate matters as former Chair of Latham Pool Products’ board of directors and the previous President and Chief Executive Officer, and his extensive leadership experience in the pool industry. |

  81. the Securities Exchange Act of 1934 (Amendment No. )

    | | 2026 Proxy Statement 15 |

  82. the Securities Exchange Act of 1934 (Amendment No. )

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

  83. the Securities Exchange Act of 1934 (Amendment No. )

    | | Number of Directors | | Strategic Growth and M&A Experience. Directors who have strategic growth and M&A experience provide valuable insight into our efforts to maintain and grow our market leadership across product categories, including through strategic investments and acquisitions that require significant integration efforts, as well as our organic growth through investments in research and development, technology, manufacturing capacity and other capital expenditures. | 9 | | Senior Leadership or Management Experience. Directors who have served in senior leadership positions can provide perspective in enterprise leadership, business strategy, risk identification and mitigation, and day-to-day execution of important operational, organizational, and policy activities. | 8 | | Finance or Accounting Experience. Directors that have detailed knowledge of accounting regulations, accounting and financial reporting processes (including internal controls), and capital markets and financing transactions can oversee our public company reporting and related internal controls, as well as provide guidance on operations, budgeting, cash flows, liquidity and stakeholder engagement. | 6 | | Marketing and Brand Management Expertise. Directors with marketing and brand management expertise can provide guidance as our senior leadership team seeks to increase brand awareness, address the competitive landscape and expand our market share throughout various economic cycles, and our unique industry approach with consumers. | 6 | | Manufacturing and Supply Chain Experience. We have significant manufacturing operations and a global supply chain, and directors with related experience can provide oversight of related activities, from obtaining the global supply of raw materials, mass production of our products, inventory management, transportation and distribution, product and worker safety and sustainability. | 6 | | International Business Operations Experience. Directors with international business operations experience can provide useful business, regulatory and cultural perspective regarding global operations and understand the unique risks of international operations. | 6 | | Consumer Products Expertise. We are a consumer products company that markets to individual consumers, and therefore directors with such expertise can understand consumer demand and have unique insights on related opportunities and risks related to this sector. | 5 | | Human Capital Management Expertise. Directors with expertise in human capital management bring important perspectives on strategies to attract, motivate and retain qualified executives and other employees, train and support our workforce, cultivate new talent and promote our corporate culture. | 5 | | Other Public Company Service. Directors that have led a public company as an executive or served as a director have expertise on corporate governance, audit, compensation, public reporting, stockholder engagement, and other matters unique to public companies and understand how to assist management in an oversight capacity. | 5 | | Risk Management and Compliance Expertise. Directors who have risk management and compliance expertise can provide experience, strategic advice and oversight to our senior leadership team in establishing an appropriate compliance program and in identifying, assessing, addressing and mitigating enterprise risks. | 3 | | Digital Transformations, Technology or Cybersecurity Expertise. Directors with digital transformation expertise are relevant to our multi-year enterprise resource planning implementation. Further, as a technology-focused consumer brand, directors with technology or cybersecurity expertise can oversee our significant technology investments and assist in overseeing our management of customer data and understanding the practical implications of implementing a cybersecurity program for a global company. | 1 |

  84. the Securities Exchange Act of 1934 (Amendment No. )

    | 16 2026 Proxy Statement | |

  85. the Securities Exchange Act of 1934 (Amendment No. )

    Identifying and Evaluating Candidates for Director Subject to the terms of the Stockholders’ Agreement, our Nominating and Corporate Governance Committee has, as one of its responsibilities, the recommendation of director candidates to our Board. Nominees for directorship are identified by our Nominating and Corporate Governance Committee in accordance with the criteria set forth below and any other criteria that may be identified by our Board or a committee of our Board, if appropriate, and in accordance with the procedures set forth in our Nominating and Corporate Governance Committee’s charter. Our Nominating and Corporate Governance Committee considers recommendations of director candidates from a range of sources, provided any recommendations are validly made in accordance with our governance documents and applicable law, and the Nominating and Corporate Governance Committee does not evaluate director candidates differently based on the source of the recommendation. From time to time, our Nominating and Corporate Governance Committee may also retain third-party search firms to identify, provide information on and evaluate suitable potential director candidates. Our Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise, as discussed above, with a reputation for integrity. Our Nominating and Corporate Governance Committee’s assessment of a potential candidate will include an individual’s independence, as well as consideration of skills and experience, in the context of the needs of the Company. In addition to the key qualifications, attributes, skills and experience noted above, the minimum core criteria assessed by our Nominating and Corporate Governance Committee when evaluating a candidate for director include:

  86. the Securities Exchange Act of 1934 (Amendment No. )

    | • | Ensuring No Director Overboarding. No director should serve on more than three other public company boards. No member of our Audit Committee should serve on more than two other public company audit committees. No director who is an executive officer of another public company should serve on more than one other public company board, aside from the board of his/her own company. Directors should advise the Chair of our Board and the chair of our Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another public company board or audit committee or to assume the chair or lead independent director position on another public company board. |

  87. the Securities Exchange Act of 1934 (Amendment No. )

    | • | Financial Literacy. Directors should know how to read and understand fundamental financial statements and understand the use of financial ratios and information in evaluating the financial performance of the Company. |

  88. the Securities Exchange Act of 1934 (Amendment No. )

    | • | Character. Directors should be persons of good character and thus should possess all of the following personal characteristics: |

  89. the Securities Exchange Act of 1934 (Amendment No. )

    | • | Integrity: Directors should demonstrate high ethical standards and integrity in their personal and professional dealings; |

  90. the Securities Exchange Act of 1934 (Amendment No. )

    | • | Accountability: Directors should be willing to be accountable for their decisions as directors; |

  91. the Securities Exchange Act of 1934 (Amendment No. )

    | • | Judgment: Directors should possess the ability to provide wise and thoughtful counsel on a broad range of issues; |

  92. the Securities Exchange Act of 1934 (Amendment No. )

    | • | Responsibility: Directors should interact with each other in a manner which encourages responsible, open, challenging and inspired discussion; |

  93. the Securities Exchange Act of 1934 (Amendment No. )

    | • | High Performance Standards: Directors should have a history of achievements which reflects high standards for themselves and others; |

  94. the Securities Exchange Act of 1934 (Amendment No. )

    | • | Commitment and Enthusiasm: Directors should be committed to, and enthusiastic about, their performance for the Company as directors, both in absolute terms and relative to their peers; and |

  95. the Securities Exchange Act of 1934 (Amendment No. )

    | | 2026 Proxy Statement 17 |

  96. the Securities Exchange Act of 1934 (Amendment No. )

    | • | Courage: Directors should possess the courage to express views openly, even in the face of opposition. |

  97. the Securities Exchange Act of 1934 (Amendment No. )

    | • | Expectations. Each director will be expected to: dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties; comply with the duties and responsibilities set forth herein and in the Amended and Restated Bylaws of the Company; comply with all duties of care, loyalty and confidentiality applicable to directors of publicly traded corporations organized in our jurisdiction of incorporation, subject to the provisions set forth in the Company’s governing documents; and adhere to the Company’s Code of Conduct and Business Ethics, including, but not limited to, the policies on conflicts of interest expressed therein and any other Company policies that apply to directors. |

  98. the Securities Exchange Act of 1934 (Amendment No. )

    Director Independence Our Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Our Board reviews director independence in accordance with the applicable rules of Nasdaq, based on the recommendation of our Nominating and Corporate Governance Committee. The independence rules include a series of objective tests, including that a director has not been employed by us within the last three years and has not engaged in various types of business dealings with us. In addition, our Board must make the subjective determination as to each independent director that no relationship exists which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

  99. Succession Planning

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | James E. Cline | 125,000 | 125,000 | 250,000 | | Frank J. Dellaquila | 75,000 | 94,999 | 169,999 | | DeLu Jackson | 75,000 | 94,999 | 169,999 | | Jeffrey T. Jackson(3) | 11,712 | — | 11,712 | | Mark P. Laven | 85,000 | 94,999 | 179,999 | | Suzan Morno-Wade | 90,000 | 94,999 | 184,999 | | Brian Pratt(4) | — | — | — | | William M. Pruellage(4) | — | — | — |

  100. 2025 Compensation Elements

    | • | The annual cash bonus plan in 2025 utilized two components that are aligned with the Company’s focus on profitable growth: Net Sales (50% weighting) and Adjusted EBITDA margin percentage (50% weighting). |

  101. 2025 Compensation Elements

    | • | In 2025, the annual equity program consisted of RSUs and PSUs. The weighting of the components of the 2025 annual equity program were revised to be RSUs, 60% of grant value (from 70% in 2024), and target PSUs, 40% of grant value (from 30% in 2024). |

  102. 2025 Compensation Elements

    | Element | | Purpose | Key Features | Performance / Vesting Period | | Short-Term | Base Salary | • Annual fixed cash compensation to attract, recruit and retain qualified employees | • Based on experience, responsibilities, market pay, anticipated performance growth, annual individual performance, internal pay equity and succession planning considerations | • Impacted by prior performance and future performance potential | | | Annual Cash Bonus | • Annual cash incentive based on rigorous, objective financial criteria • Alignment with short-term operating performance and strategy | • One plan for all participants based 100% on financial goals • Target annual bonus is 60%-100% of base salary • Performance metrics include Net Sales (50% weighting) and Adjusted EBITDA margin percentage (50% weighting), which aligned with our business strategy • Cap for earned bonus of 0-200% of target annual bonus based on actual performance | • Annual performance | | Long-Term Annual equity awards with grant value ranging from 150%-250% of base salary | PSUs (40% of annual grant value for target PSUs) | • Fosters ownership culture, aligning long-term interests with stockholders • Motivates and rewards significant company performance • Reinforces retention | • The use of PSUs aligned to our strategic plan, which focuses on percentage growth from actual performance in 2025 • PSUs strike a balance between meeting and exceeding commitments, while considering market volatility • Performance metric is Adjusted EBITDA • Cap for earned PSUs of 0-200% of target based on actual performance • Three-year cliff vesting that is aligned with market practice | • PSUs are earned each year based on pre-established annual growth percentage targets. All shares vest three years after the grant date | | | RSUs (60% of annual grant value) | • Fosters ownership culture, aligning long-term interests with stockholders • More limited upside value, and more protection on downside value | • Upon vesting, receive one share of Common Stock for each RSU • Grant value divided by grant date fair value (closing price on grant date) to calculate RSUs granted on grant date | • Four-year annual pro rata vesting, except three-year annual pro rata vesting for new hire grants |

  103. 2025 Compensation Elements

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

  104. 2025 Target Annual Compensation

    | • | A target annual cash bonus of 100% of base salary. |

  105. 2025 Target Annual Compensation

    | • | Target annual equity awards of 250% of base salary. |

  106. Annual Cash Bonus Plan

    Annual Cash Bonus Plan For 2025, our named executive officers were eligible to participate in our annual cash bonus plan, formally the Management Incentive Bonus Plan. The target annual bonuses are determined as a percentage of their base salaries averaged on a pro rata basis for the plan year. Our Compensation Committee determined not to change the target annual bonuses as a percentage of base salary, but the target dollar value of the opportunity was impacted by the base salary changes noted above on a pro rata basis. The target annual bonus in 2024 and 2025, as a percentage of base salary and dollar value, for our named executive officers are set forth below.

  107. Annual Cash Bonus Plan

    | | Target Annual Bonus | | | | | | Name | 2024 (as % of Base Salary) | 2024 ($) | 2025 (as % of Base Salary) | 2025 ($) | Change in $ (%) | | Scott M. Rajeski | 100 | 465,000 | 100 | 500,000 | 7.5 | | Oliver C. Gloe | 60 | 252,000 | 60 | 261,000 | 3.6 | | Sanjeev Bahl | N/A | N/A | 60 | 231,000 | N/A |

  108. Annual Cash Bonus Plan

    For 2025, named executive officers were eligible to earn 0% to 200% of their respective target annual bonus based on Company Net Sales (50% weighting) and Adjusted EBITDA margin percentage (50% weighting) performance against the plan goals. See “Non-GAAP Performance Metrics in 2025 Annual Cash Bonus Plan and PSU Awards” below for definition and additional information on Adjusted EBITDA margin. For 2025, our Compensation Committee approved the below payout scale for Net Sales and Adjusted EBITDA margin percentage, respectively. For actual performance between the specified levels, the percentage achievement and payout are determined on a linear interpolation basis.

  109. Annual Cash Bonus Plan

    | | Weight (%) | Threshold (0% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Net Sales ($ millions) | 50 | 516.4 | 550.0 | 605.0 | | Adjusted EBITDA Margin (%) | 50 | 16.8% | 18.2% | 19.4 |

  110. Annual Cash Bonus Plan

    The Company’s 2025 Net Sales were $543.8 million, which corresponded to a payout of 81.6% of target, and Adjusted EBITDA margin of 18.1%, which corresponded to a payout of 93.5% of target, in each case, after excluding the impact of acquisitions and divestitures on Net Sales and Adjusted EBITDA margin in accordance with the Compensation Committee’s objective adjustment policy that applies to our incentive programs. In aggregate, based on the equal weighting of each component, each named executive officer received 87.6% of their target annual cash bonus. As a result, each of Messrs. Rajeski, Gloe and Bahl earned a 2025 annual cash bonus as follows:

  111. Annual Cash Bonus Plan

    | Name | 2025 Annual Cash Bonus ($) | | Scott M. Rajeski(1) | 438,000 | | Oliver C. Gloe | 228,636 | | Sanjeev Bahl | 202,356 |

  112. Annual Cash Bonus Plan

    | (1) In accordance with the Rajeski Separation and Consulting Agreement (as defined below), Mr. Rajeski remained eligible for his annual cash bonus under our 2025 annual cash bonus plan based on the actual performance of the Company. See “Named Executive Officer Compensation Tables—Narrative Disclosure to Summary Compensation Tables for 2025 and 2024—Rajeski Separation and Consulting Agreement” below for additional information. |

  113. Annual Cash Bonus Plan

    | | 2026 Proxy Statement 45 |

  114. 2025 Annual Equity Awards

    2025 Annual Equity Awards Our annual equity program for our named executive officers is subject to the 2021 Omnibus Equity Plan. The 2021 Omnibus Equity Plan includes provisions we believe are best practices for compensation and corporate governance purposes and align with our stockholders’ interests. See “Proposal Three—Amendment to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan.” Equity awards continue to represent a majority of our named executive officers’ target annual compensation. Our Compensation Committee, with advice from its independent compensation consultant, Pearl Meyer, regularly reviews our historical share usage and availability and considers such information in setting equity compensation levels. Our Compensation Committee administers and oversees our equity compensation practices to ensure they are reasonable, recognizing that equity awards dilute stockholder equity and must be used appropriately. Historical Equity Award Programs. Since our initial public offering in April 2021, it has been the intent of our Compensation Committee to implement and maintain an annual equity program reflective of our growth as a public company, and to gradually phase in performance-based goals to our annual equity program. As a new public company, our 2021 and 2022 annual equity program consisted solely of time-based stock options. In 2023, the annual equity program consisted of RSUs (70% of grant value) and stock-settled SARs (30% of grant value). Our Compensation Committee sought to ensure that the 2023 equity awards would increase retention and retain economic value and therefore determined to allocate a significant portion of the annual equity program to RSUs. Our Compensation Committee also determined to provide some of the upside of stock options, but without some of the cash and tax challenges associated with stock option exercises, and therefore allocated a portion of the annual equity program to SARs. In furtherance of our Compensation Committee’s goal to increase the focus on performance-based goals, in 2024, it approved the first-time implementation of PSUs (30% of grant value) to replace stock-settled SARs, while continuing to utilize RSUs (70% of grant value) for each named executive officer. The PSUs vest after three years and are earned based on Adjusted EBITDA performance over a one year performance period, and the RSUs have annual pro rata vesting on the anniversary of the grant date over a four-year period. 2025 Equity Award Program. In 2025, the annual equity program consisted of RSUs and PSUs. In furtherance of our Compensation Committee’s goal to increase the focus on performance-based goals, in 2025, the weighting of the components of the 2025 annual equity program were revised to: RSUs, 60% of grant value (from 70% in 2024), and target PSUs, 40% of grant value (from 30% in 2024). The PSUs vest after three years and the RSUs have annual pro rata vesting on the anniversary of the grant date over a four-year period. Our PSU program continues to utilize an Adjusted EBITDA performance measure, however, the Adjusted EBITDA performance goals were revised in 2025 to utilize three equally weighted annual performance periods, with performance goals established for the first year in dollars and in the second and third years as a percentage of growth from actual performance in the prior year. Our 2024 PSU program was based on a single performance period and a one year performance period. Performance targets are established at the time of grant and remain fixed throughout the performance period. The dollar amount for the 2025 Adjusted EBITDA performance goal was based on the Company’s 2025 operating plan, while the percentage of growth targets for 2026 and 2027 relative to the prior year’s actual performance was established based on a combination of factors, including the Company’s long-term strategic plan and anticipated macroeconomic conditions. In February 2025, our Compensation Committee approved the annual equity grants to the named executive officers. The RSUs and PSUs were granted as of March 7, 2025. The grant value for each named executive officer was based on a percentage of base salary. The grant values, as a percentage of base salary and dollar value, and RSUs and target PSUs granted to our named executive officers, in 2025 are set forth below.

  115. 2025 Annual Equity Awards

    | 46 2026 Proxy Statement | |

  116. 2025 Annual Equity Awards

    See “Non-GAAP Performance Metrics in 2025 Annual Cash Bonus Plan and PSU Awards” below for the definition and additional information on Adjusted EBITDA.

  117. 2025 Annual Equity Awards

    | | Grant Value | | RSUs (60% of grant value) | | Target PSUs (40% of grant value) | | | Name | % of Base Salary | | Grant Value $ | #(1) | Grant Value $ | #(2) | | Scott M. Rajeski | 250 | 1,250,000 | 750,000 | 102,320 | 500,000 | 22,737 | | Oliver C. Gloe | 150 | 652,500 | 391,500 | 53,411 | 261,000 | 11,869 | | Sanjeev Bahl | 150 | 577,500 | 346,500 | 47,272 | 231,000 | 10,505 |

  118. 2025 Annual Equity Awards

    | (1) The number of RSUs granted were determined by dividing the grant value by the grant date fair value, which was the closing price of our Common Stock on the grant date, March 7, 2025 ($7.33 per share). |

  119. 2025 Annual Equity Awards

    | (2) The number of target PSUs shown in this column reflect one-third of the total 2025 target PSU grant value and correspond to the first tranche of target PSUs granted in 2025. The remaining two tranches of target PSUs will be granted in 2026 and 2027, respectively. The number of target PSUs granted were determined by dividing the grant value by the grant date fair value, which was the closing price of our Common Stock on the grant date, March 7, 2025 ($7.33 per share). |

  120. 2025 Annual Equity Awards

    For the first tranche of PSUs granted in 2025, our Compensation Committee approved the below payout scale for Adjusted EBITDA. For actual performance between the specified levels, the percentage achievement and payout are determined on a linear interpolation basis.

  121. 2025 Annual Equity Awards

    | | Weight (%) | Threshold (0% Payout) ($) | Target (100% Payout) ($) | Maximum (200% Payout) ($) | | Adjusted EBITDA ($ millions) | 100 | 86.5 | 100.0 | 117.5 |

  122. 2025 Annual Equity Awards

    The Company’s 2025 Adjusted EBITDA was $98.4 million, which corresponded to a payout of 87.9% of target after excluding the impact of acquisitions and divestitures on Adjusted EBITDA in accordance with the Compensation Committee’s objective adjustment policy that applies to our incentive programs. As a result, the number of shares earned pursuant to the first tranche of PSUs granted in March 2025 to each of Messrs. Rajeski, Gloe and Bahl based on the performance period ended as of December 31, 2025 was as follows:

  123. 2025 Annual Equity Awards

    | Name | PSUs Earned (#)(1) | | Scott M. Rajeski | 19,986 | | Oliver C. Gloe | 10,433 | | Sanjeev Bahl | 9,234 |

  124. 2025 Annual Equity Awards

    | (1) The number of PSUs earned in this column reflect one-third of the total 2025 target PSU grant value and correspond to the first tranche of target PSUs granted in 2025. The remaining two tranches of target PSUs will be granted in 2026 and 2027, respectively. |

  125. 2025 Annual Equity Awards

    | | 2026 Proxy Statement 47 |

  126. Non-GAAP Performance Metrics in 2025 Annual Cash Bonus Plan and PSU Awards

    Non-GAAP Performance Metrics in 2025 Annual Cash Bonus Plan and PSU Awards Adjusted EBITDA and Adjusted EBITDA Margin Adjusted EBITDA and Adjusted EBITDA Margin are key supplemental metrics used by management and our Board to assess our financial performance, and the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other peer companies using similar measures. We believe it is also used by analysts, investors and other interested parties to evaluate companies in our industry. The Adjusted EBITDA margin performance goal under the 2025 annual cash bonus plan was defined as reflected in our Annual Report as a supplemental performance measure. Adjusted EBITDA is defined as net income (loss) plus (i) depreciation and amortization, (ii) interest expense, net (iii) income tax (benefit) expense, (iv) loss (gain) on sale and disposal of property and equipment, (v) restructuring charges, (vi) stock-based compensation expense, (vii) unrealized losses (gains) on foreign currency transactions, (viii) strategic initiative costs, (ix) acquisition and integration related costs, (x) loss on extinguishment of debt, (xi) underwriting fees related to offering of Common Stock, and (xii) unusual items beyond management’s ability to control, such as natural disasters, including as a result of weather events, geopolitical events, war, terrorism, public health issues or other catastrophic events. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by Net Sales. See our Annual Report for additional information on the use and utility of Adjusted EBITDA, as well as its limitations.

  127. Executive Clawback Policies

    demand for repayment or return and the method thereof. If such repayment or return is not made when due, the policy provides that the Company will take all reasonable and appropriate actions to recover such erroneously awarded compensation from such person. Amended and Restated Clawback Policy (Calculation Errors) Following the adoption of the Policy for the Recovery of Erroneously Awarded Compensation, we amended our prior Clawback Policy solely to address circumstances where any cash-based and equity-based incentive compensation that is paid or awarded to executive officers was based on the incorrect calculation of performance metrics in any incentive compensation plan. The revised policy provides that our Compensation Committee or our Board has discretion to take appropriate action against an executive officer if it determines that any fraud, intentional misconduct, gross negligence or lack of sufficient oversight by such executive officer was a significant contributing factor to the Company having miscalculated one or more performance metrics used to determine incentive compensation that, if calculated correctly, would have resulted in reduced compensation payout. If applicable, the Company is authorized to seek to recover from any applicable executive officer any cash-based or equity-based incentive compensation, including but not limited to annual or special performance-based bonuses and equity-based awards that were granted, issued, earned, paid or became vested or settled in the covered period and to prevent the recurrence of such activity to the fullest extent permitted by governing law. The subject compensation will be determined without regard to any net settlement of, or taxes paid or payable or withheld on, such compensation. The recovery period under the policy is three full years preceding the date the administrator concludes, or reasonably should have concluded, that the event occurred; provided, however, the recovery period and subject compensation exclude any incentive compensation granted, issued, earned, paid or that vested or settled prior to our initial public offering in April 2021. 2021 Omnibus Incentive Plan As permitted by the 2021 Omnibus Equity Plan, our equity award agreements provide that our Compensation Committee may cancel an equity award if the participant, without our consent, has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any affiliate while employed by, or otherwise providing services to, the Company or any affiliate, including fraud or conduct contributing to any financial restatements or irregularities, or a violation of the restrictive covenants set forth therein (including non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement) or any similar restrictive covenant agreement with the Company or any affiliate (after giving effect to any applicable cure period). In such event, the participant will forfeit any compensation, gain or other value realized thereafter on the vesting, exercise or settlement of the equity award, the sale or other transfer of the equity award, or the sale of shares of Common Stock acquired in respect of the equity award, and must promptly repay such amounts to the Company. If the participant receives any amount in excess of what the participant should have received under the terms of the equity award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error), all as determined by our Compensation Committee, then the participant must promptly repay any such excess amount to the Company.

  128. Equity Grant Policy

    Equity Grant Policy On March 7, 2024, our Compensation Committee adopted a policy to grant annual equity awards to executive officers and other participants in the 2021 Omnibus Equity Plan on the first trading day following the expiration of the blackout period (i.e., the period in which specified persons are prohibited from transacting in securities of the Company in accordance with the Company’s Securities Trading Policy) applicable to the Company’s release of its annual financial results. On October 27, 2025, our Compensation Committee modified its current policy on the grant date for off-cycle equity awards to executive officers and other participants to provide that if an equity award is approved during a blackout period, the grant date for such an award will be the first business day following the expiration of such blackout period. The Compensation Committee does not otherwise grant equity awards in anticipation of the release of material nonpublic information and it does not otherwise time the release of material nonpublic information based on equity award grant dates. Process for Making Compensation Determinations Our Compensation Committee establishes the compensation of the Chief Executive Officer after careful deliberation, consultation with the Compensation Committee’s independent compensation consultant, Pearl Meyer, with regards to benchmarking data and market practices and a review of performance against pre-established goals. The Chief Executive Officer, in consultation with the Chief Human Resources Officer, prepares compensation recommendations for other named executive officers after reviewing their respective performance against pre-established annual goals, the overall performance

  129. Equity Grant Policy

    | 50 2026 Proxy Statement | |

  130. Equity Grant Policy

    of the Company (and business unit and other areas of responsibility, as applicable), market data and other factors it deems relevant. The compensation recommendations of the Chief Executive Officer and Chief Human Resources Officer are then provided to the Compensation Committee for review and approval. Our Compensation Committee engages Pearl Meyer & Partners, LLC as its independent compensation consultant. For our named executive officer compensation program for 2025, Pearl Meyer’s services included:

  131. Equity Grant Policy

    | • | Reviewing and recommending a peer group for benchmarking |

  132. Equity Grant Policy

    | • | Providing and analyzing benchmarking data in 2025 to inform 2025 executive and non-employee director compensation decisions |

  133. Equity Grant Policy

    | • | Providing advice regarding incentive plan designs |

  134. Equity Grant Policy

    | • | Reviewing regulatory updates and compensation trends |

  135. Equity Grant Policy

    Peer Group Utilized for Benchmarking in 2025 Our Compensation Committee consults with Pearl Meyer to benchmark our named executive officer compensation against a peer group of public companies with which we believe we compete for executive talent. Such benchmarking has focused on target annual direct compensation, which consists of base salary, the target annual cash bonus opportunity and the target annual equity opportunity. The peer group is periodically evaluated by the Compensation Committee to ensure that the companies in the group remain relevant to us based on our changing size, changing dynamics in the market in which we compete for executive talent and other factors. Our Compensation Committee seeks input and analysis from Pearl Meyer when assessing and determining the appropriate peer group for a given year. In assessing the appropriateness of peer companies, our Compensation Committee primarily considered the following criteria for our peer group utilized for 2025 benchmarking: other participants in the pool-related business, leisure and outdoor living products, building products and other consumer goods companies; enterprise value; revenues; and other related factors, including revenue growth, number of employees and Adjusted EBITDA margin. The Compensation Committee did not change the Company’s peer group for 2025, and the peer group of 12 companies utilized for 2025 compensation determinations of our named executive officers is set forth below.

  136. Equity Grant Policy

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

  137. Equity Grant Policy

    In addition to peer group data, our Compensation Committee also considers data from executive compensation surveys based on companies of comparable revenue size in making compensation determinations for our named executive officers. Offer Letters and Severance Plan We have entered into a form offer letter (collectively, the “Offer Letters”) with each of our named executive officers, which we believe conforms to good governance practices, enhances retention and reduces litigation risk, and also standardizes the severance benefits of the named executive officers with reference to The Latham Pool Products, Inc. Officer Severance Plan (as amended, the “Severance

  138. Equity Grant Policy

    | | 2026 Proxy Statement 51 |

  139. Equity Grant Policy

    Plan”). See “Named Executive Officer Compensation Tables—Narrative Disclosure to Summary Compensation Table in 2025 and 2024” for certain terms of the Offer Letters. See “Named Executive Officer Compensation Tables—Potential Payments upon Termination of Employment or Change in Control” for the terms of the Severance Plan. Initial 2026 Compensation Determinations Our Compensation Committee has approved key components of the 2026 compensation program for the named executive officers.

  140. Equity Grant Policy

    | • | The annual cash bonus plan is based on the achievement of revenue (50% weighting) and Adjusted EBITDA margin (50% weighting) performance goals, with a 40% to 200% payout opportunity. |

  141. Equity Grant Policy

    | • | The weighting of the components of the annual equity program were revised as follows: RSUs, 50% of grant value (from 60% in 2025), and target PSUs, 50% of grant value (from 40% in 2025). PSUs are earned based on Adjusted EBITDA performance, have a 0% to 200% payout opportunity and cliff vest on the third anniversary of the grant date and have a 40% threshold payout. The RSUs have annual pro rata vesting on the anniversary of the grant date over a three-year period (from a four-year period in 2025). |

  142. Equity Grant Policy

    | • | Our equity award agreements were amended to provide for the continued vesting of equity awards in the event of a participant’s qualifying retirement, and the acceleration of all or a portion of an equity award in the event of a participant’s disability or death. |

  143. Equity Grant Policy

    | 52 2026 Proxy Statement | |

  144. Equity Grant Policy

    Summary Compensation Table for 2025 and 2024 The following table sets forth the compensation paid and awarded to or earned by our named executive officers for services rendered in all capacities in 2025 and 2024, and reflects their principal position with the Company in 2025.

  145. Equity Grant Policy

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Scott M. Rajeski Former President and Chief Executive Officer | 2025 | 500,000 | 896,503 | 438,000 | 10,212 | 1,844,715 | | | 2024 | 465,000 | 1,162,502 | 669,600 | 10,350 | 2,307,452 | | Oliver C. Gloe Chief Financial Officer | 2025 | 435,000 | 467,977 | 228,636 | 10,500 | 1,142,113 | | | 2024 | 420,000 | 630,002 | 362,880 | 10,350 | 1,423,232 | | Sanjeev Bahl(4) Chief Operating Officer | 2025 | 385,000 | 414,189 | 202,356 | 2,655 | 1,004,200 |

  146. Benefits Under the Rajeski Separation and Consulting Agreement

    | • | Overhang. As of the record date, outstanding equity awards under the 2021 Omnibus Equity Plan covered 3,301,760 shares, which represented approximately 2.82% of our outstanding shares of Common Stock as of such date. The additional 3,400,000 shares of our Common Stock represented approximately 2.90% of our outstanding shares of Common Stock as of such date. |

  147. Benefits Under the Rajeski Separation and Consulting Agreement

    | • | Reasonable Annual Limits on Non-Employee Director Compensation. The 2021 Omnibus Equity Plan sets a reasonable limit as to the total compensation that non-employee directors generally may receive (for service as a non-employee director) during each year. |