DEF 14A of Hayward Holdings, Inc.
Filed Apr 2, 2026 · FY20250001834622-26-000026
NOMINEES FOR CLASS II DIRECTORS (TERMS EXPIRING IN 2029)
NOMINEES FOR CLASS II DIRECTORS (TERMS EXPIRING IN 2029)
NOMINEES FOR CLASS II DIRECTORS (TERMS EXPIRING IN 2029)
| Kevin Brown Age: 51 Director Since: June 2017 Committee Memberships: Audit, Compensation | Arthur Soucy Age: 63 Director Since: December 2017 Committee Memberships: Audit, Nominating & Corporate Governance | Lori Walker Age: 69 Director Since: March 2021 Committee Memberships: Audit |
CONTINUING DIRECTORS
CONTINUING DIRECTORS
CONTINUING DIRECTORS
| Diane Dayhoff Age: 70 Director Since: March 2021 Committee Memberships: Audit | Stephen Felice Age: 69 Director Since: May 2018 Committee Memberships: Compensation, Nominating & Corporate Governance | Kevin Holleran Age: 58 Director Since: August 2019 President and CEO | | Ronald Keating Age: 58 Director Since: March 2025 Committee Memberships: Compensation | Lawrence Silber Age: 70 Director Since: November 2019 Committee Memberships: Compensation | Edward Ward Age: 61 Director Since: April 2022 Committee Memberships: Nominating & Corporate Governance |
CONTINUING DIRECTORS
| 4 || 2026 PROXY STATEMENT | | | | |
Director Nominees
Director Nominees NOMINATION PROCESS The Nominating and Corporate Governance Committee considers director candidates from a wide range of sources, including recommendations from Board members, management, and stockholders who submit recommendations in writing to our Corporate Secretary. Stockholder-recommended candidates are evaluated using the same criteria applied to all other candidates. In accordance with the Company's Corporate Governance Guidelines, the Nominating and Corporate Governance Committee identifies and evaluates candidates based on how they would contribute to the Board's collective mix of skills, qualifications, experiences, perspectives and backgrounds, among other attributes. The Board has determined that, among other things, it is important to have directors with the following skills and experiences, including but not limited to: •Leadership Experience: Enabling strong oversight, sound judgment, and the ability to identify and develop leadership talent; •Industry Knowledge: Supporting a deeper understanding of the Company’s business model, markets, and strategic priorities; •Operational Expertise: Providing practical insight into developing, executing, and assessing the Company's operating plans; •Risk Management Experience: Essential for overseeing the diverse risks that impact the Company’s business; •Financial and Accounting Expertise: Particular knowledge of financial reporting, capital structure, and internal controls; and •Strategic Planning Experience: Relevant to evaluating the Company’s long-term strategy and monitoring progress against key objectives. The Nominating and Corporate Governance Committee is committed to recommending individuals who collectively bring these attributes to the Board and to applying our policy of non-discrimination throughout the director selection process. INFORMATION REGARDING DIRECTORS AND NOMINEES The following table sets forth the names, ages, and certain other information for each nominee for election as a director at the Annual Meeting and for each of the continuing members of our Board. For full biographical information of the nominees and continuing directors see "Director Nominee Biographies."
Director Nominees
| Name | Age * | Current Position | Audit | Compensation | Nominating and Corporate Governance | Term Expires | | Nominees: | | | | | | | | Kevin Brown (FE) | 51 | Director | | | | 2029 | | Arthur Soucy (FE) | 63 | Director | | | | 2029 | | Lori Walker (FE) | 69 | Director | | | | 2029 | | Continuing Directors: | | | | | | | | Diane Dayhoff (FE) | 70 | Director | | | | 2027 | | Stephen Felice (C) | 69 | Director | | | | 2027 | | Kevin Holleran | 58 | President, CEO & Director | | | | 2027 | | Ronald Keating | 58 | Director | | | | 2028 | | Lawrence Silber | 70 | Director | | | | 2028 | | Edward Ward | 61 | Director | | | | 2028 |
Director Nominees
(C) Chairperson of the Board | (FE) Audit Committee Financial Expert | Committee Chairperson | Committee Member *Ages shown are as of April 2, 2026.
Director Nominees
| 8 || 2026 PROXY STATEMENT | | | | |
Director Nominees
DIRECTOR SKILLS AND EXPERIENCE A summary of each continuing director’s and nominee’s relevant skills and experience follows:
Director Nominees
| | | Brown | Dayhoff | Felice | Holleran | Keating | Silber | Soucy | Walker | Ward | Total | | | Board Governance | | | | | | | | | | 9 | | | Compensation & Human Resources | | | | | | | | | | 9 | | | Risk Management | | | | | | | | | | 9 | | | Financial Literacy | | | | | | | | | | 9 | | | International Markets | | | | | | | | | | 9 | | | IT Experience & Cybersecurity | | | | | | | | | | 8 | | | Supply Chain & Operations | | | | | | | | | | 6 | | | Strategic Leadership & Management | | | | | | | | | | 9 | | | Sustainability Matters | | | | | | | | | | 8 | | | Water Industry Knowledge | | | | | | | | | | 6 | | | Finance & Accounting | | | | | | | | | | 9 | | | Sales, Marketing & E-commerce | | | | | | | | | | 7 | | | Leadership Experience | | | | | | | | | | 9 |
Director Nominees
Technical Experience | Managerial Experience DIRECTOR COMPOSITION Our continuing directors and nominees collectively bring independence, tenure and experience that supports effective oversight of our business strategy and corporate governance practices.
Director Nominees
| Independence | Age | Tenure |
Director Nominees
1 Not Independent 22% 70s 11% <3 Years 11% 3-5 Years 45% 60s 5.9 Yrs
AVG. TENURE
AVG. TENURE 89%
INDEPENDENT
INDEPENDENT 63.2 Yrs
AVG. AGE(1)
AVG. AGE(1) 8 Independent 33% 50s 78% >5 Years (1)Average age as of April 2, 2026.
AVG. AGE(1)
| | 2026 PROXY STATEMENT || 9 | | | |
AVG. AGE(1)
DIRECTOR NOMINEE BIOGRAPHIES
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR Below are the nominees to serve as Class II Directors for terms expiring in 2029:
NOMINEES FOR DIRECTOR
| | Biography Mr. Brown was Co-Head of the Private Capital Group of MSD Partners, L.P. before its merger with BDT Partners, and he is currently a Partner and member of the Investment Committee of BDT & MSD Partners (“BDT & MSD”). Mr. Brown joined BDT & MSD in 2016 and currently serves as a director on the boards of Endries International, Woolpert, West Monroe Partners, East West Manufacturing and Ring Container Technologies. Prior to joining BDT & MSD, Mr. Brown was a Partner with Court Square Capital (“Court Square”) where he worked primarily in the Industrial sector for 10 years. Prior to Court Square, Mr. Brown was a Vice President with Apax Partners focusing on investments in the Media, Late-Stage Software, and Tech-Enabled Business Services sectors. He has served as a director on numerous boards, including those of ERICO Global, MacDermid, Pike Corporation, and Wyle. | | | | | | | | | | | KEVIN D. BROWN Independent Director Director Since: June 2017 Committee Memberships: Audit, Compensation Other Public Company Boards: None | | | | | | | | | | | | | Qualifications Mr. Brown brings deep expertise in finance, capital allocation, and long-term value creation, directly supporting Hayward's focus on disciplined investment, operational improvement, and sustained long-term growth. His experience leading private capital investments across global industrial businesses provides sharp insight into evaluating strategic opportunities and supporting strong financial rigor. He also brings an investor-minded perspective that strengthens the Board's oversight of Hayward's capital deployment, financial performance, governance, and risk management. This perspective is especially valuable as the Company advances its long-term strategic priorities and continues to drive durable value creation. | | | | | | | | | | | | Skills | | | | | | | | | | | | | Board Governance | | Compensation & Human Resources | | Risk Management | | Financial Literacy | | International Markets | | | | Strategic Leadership & Management | | Water Industry Knowledge | | Finance & Accounting | | Leadership Experience | | |
NOMINEES FOR DIRECTOR
| 10 || 2026 PROXY STATEMENT | | | | |
NOMINEES FOR DIRECTOR
| | Biography Mr. Soucy is a retired executive with broad international experience running complex operations and large profit and loss ("P&L") statements in both the oil & gas and aviation industries. Mr. Soucy has over 30 years of business leadership experience in multi-national environments holding executive positions with P&L responsibilities spanning some 80 countries. Mr. Soucy retired as President, Products & Technology for Baker Hughes, an oil & gas services company, in July 2017. In that role he was responsible for the company’s multi-billion-dollar chemical business as well as enterprise new product & technology development. He also was responsible for the company’s global marketing and supply chain functions. Prior to that, Mr. Soucy was headquartered in London, UK for nearly four years where he served as President of Europe, Africa, Russia, Caspian, and had P&L responsibilities for the region. Prior to joining Baker Hughes, Mr. Soucy spent 29 years at Pratt & Whitney, where he held a variety of executive level P&L, technology, and supply chain positions. | | | | | | | | | | | ARTHUR L. SOUCY Independent Director Director Since: December 2017 Committee Memberships: Audit, Nominating and Corporate Governance Other Public Company Boards: None | | | | | | | | | | | | | Qualifications Mr. Soucy brings extensive experience leading large, complex multinational operations, which directly supports Hayward's focus on operational excellence, supply chain resilience, and global execution. His background managing broad P&L responsibilities, overseeing technology and product development, and leading operations across more than 80 countries gives the Board practical insight into improving efficiency, strengthening commercial strategy, and navigating diverse global markets. His deep expertise in supply chain management, operational performance, and global go-to- market execution enhances the Board's ability to oversee Hayward's manufacturing footprint, margin-improvement initiatives, and international growth priorities. | | | | | | | | | | | | Skills | | | | | | | | | | | | | Board Governance | | Compensation & Human Resources | | Risk Management | | Financial Literacy | | International Markets | | | | IT Experience & Cybersecurity | | Supply Chain & Operations | | Strategic Leadership & Management | | Sustainability Matters | | Finance & Accounting | | | | Sales, Marketing & E- commerce | | Leadership Experience | | | | | | |
NOMINEES FOR DIRECTOR
| | 2026 PROXY STATEMENT || 11 | | | |
NOMINEES FOR DIRECTOR
| | Biography Ms. Walker served as Chief Financial Officer and Senior Vice President of The Valspar Corporation (“Valspar”), a global coatings manufacturer, from 2008 to 2013, where she led the Finance, IT and Communications teams. Before this position, Ms. Walker served as Valspar’s Vice President, Controller, and Treasurer from 2004 to 2008 and as Vice President and Controller from 2001 to 2004. Prior to joining Valspar, Ms. Walker worked at Honeywell, Inc., a global conglomerate of commercial and consumer products, for 20 years in progressively increasing roles of responsibility, including as Director of Global Financial Risk Management. Ms. Walker currently serves on the Board of Directors of Southwire Company, LLC, a private industrial manufacturer of wire and cable, Constellium SE, a publicly traded aluminum fabricator for the automotive, aerospace and packaging industries and Compass Minerals International, Inc., a publicly traded producer of salt for highway deicing, commercial and industrial markets. | | | | | | | | | | | LORI A. WALKER Independent Director Director Since: March 2021 Committee Memberships: Audit Other Public Company Boards: Constellium SE and Compass Minerals International, Inc. | | | | | | | | | | | | | Qualifications Ms. Walker brings extensive financial leadership and risk management expertise, which is critical to Hayward as the Company prioritizes disciplined financial execution, strong internal controls, and long-term value creation. Her experience overseeing financial reporting, internal controls, and capital allocation at large global industrial companies provides the Board with strong oversight capabilities across accounting integrity, enterprise risk, and financial performance. Her background leading finance, IT, and enterprise-wide functions equips her to advise on Hayward's digital, systems, and process-improvement initiatives, while her public company board experience strengthens the Board's governance and audit oversight as Hayward advances its strategic and operational objectives. | | | | | | | | | | | | Skills | | | | | | | | | | | | | Board Governance | | Compensation & Human Resources | | Risk Management | | Financial Literacy | | International Markets | | | | IT Experience & Cybersecurity | | Strategic Leadership & Management | | Sustainability Matters | | Water Industry Knowledge | | Finance & Accounting | | | | Leadership Experience | | | | | | | | |
NOMINEES FOR DIRECTOR
| 12 || 2026 PROXY STATEMENT | | | | |
CONTINUING DIRECTORS
CONTINUING DIRECTORS Below are the Class III continuing directors with terms expiring in 2027:
CONTINUING DIRECTORS
| | Biography Ms. Dayhoff served as Vice President Investor Relations at The Home Depot, Inc. (“Home Depot”), from May 2003 to April 2018. Prior to joining Home Depot, Ms. Dayhoff worked at Continental Airlines for 14 years in progressively increasing roles of responsibility, including as Staff Vice President of Finance. Further, as the Chief Financial Officer of a large privately held company, she generated that company’s first audited financial statements. | | | | | | | | | | | | Qualifications Ms. Dayhoff brings deep expertise in financial reporting, internal controls, and audit processes, which is essential to Hayward’s commitment to strong financial discipline and transparent public company reporting. Her experience working closely with auditors and preparing audited financial statements enables her to provide rigorous oversight of Hayward’s accounting practices, disclosure quality, and enterprise‑wide financial controls. In addition, her background in investor relations and financial planning strengthens the Board’s ability to communicate effectively with stockholders and evaluate the Company’s financial performance and strategic priorities. Ms. Dayhoff’s expertise enhances the Board’s governance, audit oversight, and financial stewardship as Hayward advances its long‑term strategy. | | | | | | | | | | | DIANE S. DAYHOFF Independent Director Director Since: March 2021 Committee Memberships: Audit Other Public Company Boards: None | | | | | | | | | | | | | Skills | | | | | | | | | | | | | Board Governance | | Compensation & Human Resources | | Risk Management | | Financial Literacy | | International Markets | | | | IT Experience & Cybersecurity | | Strategic Leadership & Management | | Sustainability Matters | | Finance & Accounting | | Sales, Marketing & E- commerce | | | | Leadership Experience | | | | | | | | |
CONTINUING DIRECTORS
| | 2026 PROXY STATEMENT || 13 | | | |
CONTINUING DIRECTORS
| | Biography Mr. Felice has been Chairman and Chief Executive Officer of Felice Partners, LLC (an advisory and private investment company) since January 2017. Prior to that, Mr. Felice was President and Chief Executive Officer of Filtration Group Corporation (“FGC”), a global industrial manufacturer, from January 2014 through January 2017. Prior to joining FGC, Mr. Felice was President and Chief Commercial Officer of Dell, Inc (“Dell”) from December 2011 through December 2013 after previously serving in a variety of executive roles at Dell from February 1999 through November 2011. Prior to joining Dell, Mr. Felice was President and Chief Executive Officer of DecisionOne Corporation (“DOC”), a provider of computer technology services, from 1997 through 1999 after previously serving as President of DOC from 1995 through 1997. Prior to joining DOC, Mr. Felice worked at Bell Atlantic Corp in various roles from 1984 through 1995 and Shell Oil Corp from 1979 through 1984. Mr. Felice has served on the Board of Directors of Southwire Corporation since 2015 (currently Chairman of Human Resources Committee), Weber Blackstone since 2025 and the Mark Felice Foundation since 2003. Mr. Felice was also Vice Chairman at St. Michael’s Catholic Academy from 2010 to 2014 and served on the Board of Trustees for The Franklin Institute from 2013 to 2015 and the Singapore Economic Development Board from 2010 to 2012. | | | | | | | | | | | STEPHEN J. FELICE Chairman of the Board Independent Director Director Since: May 2018 Committee Memberships: Compensation, Nominating and Corporate Governance Other Public Company Boards: None | | | | | | | | | | | | | Qualifications Mr. Felice brings extensive experience leading large, global industrial and technology‑enabled businesses, which directly supports Hayward’s focus on operational excellence, product innovation, and scalable commercial execution. His background overseeing strategic planning, manufacturing operations, and global sales organizations enables him to provide practical guidance on improving efficiency, accelerating growth initiatives, and strengthening Hayward’s competitive positioning. His leadership across complex IT‑driven and industrial enterprises also enhances the Board’s oversight of technology‑enabled business models, digital capabilities, and global go‑to‑market strategies - key areas for Hayward as the Company continues to modernize operations, expand internationally, and drive long‑term profitable growth. | | | | | | | | | | | | Skills | | | | | | | | | | | | | Board Governance | | Compensation & Human Resources | | Risk Management | | Financial Literacy | | International Markets | | | | IT Experience & Cybersecurity | | Supply Chain & Operations | | Strategic Leadership & Management | | Sustainability Matters | | Water Industry Knowledge | | | | Finance & Accounting | | Sales, Marketing & E- commerce | | Leadership Experience | | | | |
CONTINUING DIRECTORS
| 14 || 2026 PROXY STATEMENT | | | | |
CONTINUING DIRECTORS
| | Biography Mr. Holleran has served as President and Chief Executive Officer and Board Member of Hayward since August 2019 and was recently appointed to the Board of Directors for Armstrong World Industries, Inc, a leader in the design and manufacturing of innovative and interior architectural applications, including ceilings, specialty walls, and exterior metal solutions, beginning October 2025. Prior to joining Hayward, beginning in 2017, Mr. Holleran served as President and Chief Executive Officer of the Industrial Segment within Textron, Inc. (“Textron”). Textron’s Industrial Segment is composed of Textron Specialized Vehicles, Inc. (“Textron Specialized Vehicles”), a leading global manufacturer of purpose-built vehicles and equipment for a variety of commercial and recreational applications across a number of brands, and Kautex, a tier one automotive supplier of fuel systems, selective catalytic reduction systems, and cleaning solutions. Prior to 2017, Mr. Holleran served for 10 years as the President and Chief Executive Officer of Textron Specialized Vehicles, during which time he grew revenue and profitability substantially through both organic growth and acquisitions. Prior to his time at Textron, Mr. Holleran held several management positions at Ingersoll-Rand plc and Terex Corporation across the sales, marketing and product management functions. | | | | | | | | | | | KEVIN P. HOLLERAN President and CEO Director Since: August 2019 Other Public Company Boards: Armstrong World Industries, Inc. | | | | | | | | | | | | | Qualifications As Hayward’s President and Chief Executive Officer, Mr. Holleran brings deep institutional knowledge of the Company’s operations, strategy, workforce, and competitive landscape, which is essential to the Board’s oversight of execution and long‑term performance. His experience leading complex industrial businesses, driving growth through both organic initiatives and strategic acquisitions, equips him to provide the Board with practical insight into operational efficiency, commercial strategy, and global execution. His leadership across global operations, sales, and product management strengthens the Board’s ability to evaluate Hayward’s strategic priorities, assess performance, and guide the Company’s long‑term opportunities in domestic and international markets. | | | | | | | | | | | | Skills | | | | | | | | | | | | | Board Governance | | Compensation & Human Resources | | Risk Management | | Financial Literacy | | International Markets | | | | IT Experience & Cybersecurity | | Supply Chain & Operations | | Strategic Leadership & Management | | Sustainability Matters | | Water Industry Knowledge | | | | Finance & Accounting | | Sales, Marketing & E- commerce | | Leadership Experience | | | | |
CONTINUING DIRECTORS
| | 2026 PROXY STATEMENT || 15 | | | |
CONTINUING DIRECTORS
Below are the Class I continuing directors with terms expiring in 2028:
CONTINUING DIRECTORS
| | Biography Ronald C. Keating has served as President, Chief Executive Officer, and Board Member at Excelitas Technologies Corp., since October 2023. Prior to joining Excelitas, Mr. Keating was President and Chief Executive Officer of Evoqua Water Technologies Corporation, a global provider of water and wastewater treatment solutions, since December 2014. Mr. Keating served as President, Chief Executive Officer and Chairperson of the Board of Directors of Contech Engineered Solutions ("Contech"), an infrastructure site solutions provider, from 2007 to 2014. Prior to joining Contech, Mr. Keating served as President of the Metalworking Solutions and Services Group of Kennametal Inc. ("Kennametal"), a supplier of tooling and industrial materials. He also held previous roles at Kennametal as the Vice President and General Manager of the Energy, Mining and Construction Group and for the Electronics Products Group from 2001 to 2007. Mr. Keating started his career at Ingersoll-Rand plc in 1992, where he held various roles of increasing responsibility. Mr. Keating currently serves on the board of trustees of the Manufacturers Alliance for Productivity and Innovation and the Board of Directors of the Allegheny Conference. | | | | | | | | | | | RONALD C. KEATING Independent Director Director Since: March 2025 Committee Memberships: Compensation Other Public Company Boards: Enpro Inc. | | | | | | | | | | | | | Qualifications Mr. Keating brings extensive global operational and financial leadership experience, along with deep expertise in the water and infrastructure sectors, which directly aligns with Hayward’s core markets and long‑term strategic priorities. His background leading complex, technology- enabled industrial businesses provides the Board with strong insight into operational excellence, global execution, and disciplined strategic growth. His experience overseeing large‑scale industrial operations and driving transformation across water‑focused businesses enhances the Board’s ability to evaluate Hayward’s operational performance, navigate industry dynamics, and guide the Company’s long‑term value‑creation strategy. | | | | | | | | | | | | Skills | | | | | | | | | | | | | Board Governance | | Compensation & Human Resources | | Risk Management | | Financial Literacy | | International Markets | | | | IT Experience & Cybersecurity | | Supply Chain & Operations | | Strategic Leadership & Management | | Sustainability Matters | | Water Industry Knowledge | | | | Finance & Accounting | | Sales, Marketing & E- commerce | | Leadership Experience | | | | |
CONTINUING DIRECTORS
| 16 || 2026 PROXY STATEMENT | | | | |
CONTINUING DIRECTORS
| | Biography Mr. Silber has served as President and Chief Executive Officer of Herc Holdings Inc. (“Herc Rentals”), a public company, since May 2015. Prior to joining Herc Rentals, Mr. Silber served as an executive advisor at Court Square Capital Partners, LLP, a private equity firm primarily investing in the business services, healthcare, general industrial and technology and telecommunications sectors, from April 2014 to May 2015. Mr. Silber also served as Chief Operating Officer for Hayward Industries, Inc. from 2008 to 2012, during which time he oversaw a successful transition through the recession and return to solid profitability. From 1978 to 2008, Mr. Silber worked for Ingersoll-Rand plc, a publicly traded manufacturer of industrial products and components, in a number of roles of increasing responsibility. Mr. Silber previously served on the Board of Directors of SMTC Corporation from 2012 to 2015. | | | | | | | | | | | LAWRENCE H. SILBER Independent Director Director Since: November 2019 Committee Memberships: Compensation Other Public Company Boards: Herc Holdings Inc. | | | | | | | | | | | | | Qualifications Mr. Silber brings substantial executive management, operational leadership, and strategic execution experience, informed by his prior service as Chief Operating Officer of Hayward Industries, Inc. and his current role as President and Chief Executive Officer of Herc Rentals. His extensive knowledge of manufacturing, sales, marketing, and commercial operations, combined with deep familiarity with Hayward’s own business, provides the Board with practical insight into performance improvement, operational efficiency, and growth initiatives. His experience as a senior executive and public company director further enhances the Board’s capabilities in governance, risk oversight, and financial stewardship, supporting Hayward’s long‑term operational and strategic objectives. | | | | | | | | | | | | Skills | | | | | | | | | | | | | Board Governance | | Compensation & Human Resources | | Risk Management | | Financial Literacy | | International Markets | | | | IT Experience & Cybersecurity | | Supply Chain & Operations | | Strategic Leadership & Management | | Sustainability Matters | | Water Industry Knowledge | | | | Finance & Accounting | | Sales, Marketing & E- commerce | | Leadership Experience | | | | |
CONTINUING DIRECTORS
| | 2026 PROXY STATEMENT || 17 | | | |
CONTINUING DIRECTORS
| | Biography Mr. Ward most recently served as the President, Client Product Group of Dell Technologies Inc. (“Dell Technologies”). Mr. Ward has over 38 years of experience working in the technology industry. Mr. Ward worked at Dell Technologies for 24 years in progressively increasing roles of responsibility, including Senior Vice President, Client Product Group, Senior Vice President of Engineering, Client Product Group and Vice President of Engineering, Servers. In addition, Mr. Ward has worked at NCR Corporation as Vice President of Engineering, Shared Components & Technical Services. Mr. Ward has also served in board roles at the University of Colorado, Boulder, University of Texas, Rio Grande Valley and Austin’s Habitat for Humanity. | | | | | | | | | | | EDWARD D. WARD Independent Director Director Since: April 2022 Committee Memberships: Nominating and Corporate Governance Other Public Company Boards: None | | | | | | | | | | | | | Qualifications Mr. Ward brings significant leadership experience in strategic planning, technology innovation, and large‑scale engineering management, which directly supports Hayward’s focus on product innovation and operational excellence. His background overseeing product development, advanced engineering, and technology‑driven organizations equips him to provide the Board with valuable insight into strengthening Hayward’s technology roadmap, enhancing product reliability, and supporting long‑term innovation. His experience guiding complex, technology‑enabled businesses through growth and transformation further enhances the Board’s ability to evaluate Hayward’s strategic initiatives, operational execution, and long‑term competitiveness. | | | | | | | | | | | | Skills | | | | | | | | | | | | | Board Governance | | Compensation & Human Resources | | Risk Management | | Financial Literacy | | International Markets | | | | IT Experience & Cybersecurity | | Supply Chain & Operations | | Strategic Leadership & Management | | Sustainability Matters | | Finance & Accounting | | | | Sales, Marketing & E- commerce | | Leadership Experience | | | | | | |
CONTINUING DIRECTORS
DIRECTOR INDEPENDENCE Each of the Audit Committee (the "Audit Committee"), Compensation Committee (the "Compensation Committee") and Nominating and Corporate Governance Committee of our Board is composed entirely of independent directors within the meaning of the New York Stock Exchange (“NYSE”) corporate governance standards. Based on information provided by each director regarding his or her background, employment and affiliations, our Board has affirmatively determined that each director who served during Fiscal Year 2025, each director nominee and each continuing director, other than Mr. Holleran, is independent in accordance with NYSE rules and our Corporate Governance Guidelines. In making these determinations, the Board considered that certain directors serve as directors of other companies with which we engage from time to time in the ordinary course of business. In accordance with our independence standards, we determined that none of these relationships were material or impaired the independence of any of such directors. There are no family relationships among any of our directors or executive officers.
CONTINUING DIRECTORS
| 18 || 2026 PROXY STATEMENT | | | | |
CONTINUING DIRECTORS
In addition, our Board has determined that Mr. Brown, Ms. Dayhoff, Mr. Soucy and Ms. Walker each satisfy the additional independence requirements for audit committee members under NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Board also determined that Mr. Brown, Ms. Dayhoff, Mr. Soucy and Ms. Walker qualify as "audit committee financial experts” as defined under SEC rules and that all Audit Committee members are financially literate. The Board has further determined that each of the members of our Compensation Committee satisfies the additional independence criteria for membership on a compensation committee under NYSE rules. CLASSIFIED BOARD STRUCTURE Our Certificate of Incorporation provides for a Board comprised of three classes of directors, with each class serving a three- year term beginning and ending in different years than those of the other two classes. Generally, only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our Certificate of Incorporation also provides that the number of directors serving in the three classes is to be as nearly equal as possible. Our three director classes of the Board are comprised as follows: •Our Class II directors, Kevin Brown, Arthur Soucy and Lori Walker, are standing for re-election to our Board at the Annual Meeting. •Our Class III directors are Diane Dayhoff, Stephen Felice and Kevin Holleran, and their terms expire at the annual meeting of stockholders to be held in 2027. •Our Class I directors are Ronald Keating, Lawrence Silber and Edward Ward, and their terms expire at the annual meeting of stockholders to be held in 2028. Our classified Board provides stability and continuity and allows us to pursue our long-term goals and objectives that we believe are in the best interests of our stockholders. For example, we continue to pursue attractive product and geographic market opportunities to grow our presence in new markets or markets in which we have less penetration, and we believe, over the long term, that our business can effectively address these opportunities through new product development and scalable sales, marketing and administration. Our Board regularly reviews its governance practices and continues to believe that the current classified Board structure serves the best interests of all stockholders by supporting sustained focus on long-term value creation. Our classified Board structure allows us to maintain this long-term focus, compared to a declassified board, which may place greater emphasis on short-term considerations and annual election dynamics rather than the sustained execution of long-term strategy. In addition, our classified board structure supports continuity by maintaining a Board comprised of experienced directors who are familiar with our business, strategic goals and objectives, history, culture, markets and industry. Our classified board structure also strengthens our ability to recruit high-quality directors, who are more willing to make the significant time commitment to learn our operations, markets, industry and long-term growth strategy, with the assurance provided by a three- year term.
CONTINUING DIRECTORS
| | 2026 PROXY STATEMENT || 19 | | | |
CORPORATE GOVERNANCE GUIDELINES
| Compensation and Tenure | » Director term limits and re-nomination review » Director compensation and equity alignment |
Director Compensation
Director Compensation NON-EMPLOYEE DIRECTOR COMPENSATION We compensate our non-employee directors in accordance with our Director Compensation Policy, which is established by the Compensation Committee in consultation with the Board, its independent compensation consultant, the CEO and other members of senior management. The Director Compensation Policy is designed to compensate non-employee directors for their experience and service, support the achievement of the Company's long-term strategic objectives, and align director compensation with that of other leading U.S.-based publicly traded companies.
ANNUAL RSU GRANT
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) (3) | Option Awards ($) (4) | Total ($) | | Kevin Brown | 51,607 | 130,011 | — | 181,618 | | Diane Dayhoff | 85,000 | 130,292 | — | 215,292 | | Stephen Felice (2) | — | 330,463 | — | 330,463 | | Ronald Keating (2) | — | 219,089 | — | 219,089 | | Lawrence Silber | 100,000 | 130,292 | — | 230,292 | | Arthur Soucy (2) | — | 215,327 | — | 215,327 | | Lori Walker | 105,000 | 130,292 | — | 235,292 | | Edward Ward | 85,000 | 130,292 | — | 215,292 |
CASH INCENTIVE
CASH INCENTIVE
CASH INCENTIVE
| 2 | PERFORMANCE-BASED COMPENSATION STRUCTURE Compensation Linked To Short- And Long‑term Performance Objectives A substantial percentage of our NEO compensation is performance- based. The annual cash incentive measures performance over a one- year period and rewards are tied to short-term Company financial and operational objectives. PSUs measure multi-year performance and reward the achievement of long-term Company objectives, including relative total shareholder return ("TSR"). See Pages 40-45 » |
CASH INCENTIVE
10% Cash Conversion Cycle 30% Net Sales 60% Adjusted EBITDA
2025 - 2027 PSUs
2025 - 2027 PSUs 20% Return on Gross Invested Capital 30% Adjusted EBITDA Margin 50% Net Sales Annual Growth Rate
2025 - 2027 PSUs
| | 2026 PROXY STATEMENT || 33 | | | |
LONG-TERM EQUITY
LONG-TERM EQUITY
LONG-TERM EQUITY
| 3 | LONG-TERM INCENTIVE COMPENSATION Equity Awards Designed To Promote Retention And Performance In Fiscal Year 2025, our CEO and other NEOs received long-term equity awards in the form of RSUs and PSUs. RSUs vest annually over a three-year period, and PSUs have a three-year performance period with vesting shortly thereafter, which we believe promote retention and long- term performance achievement. The target equity award mix for the CEO and the other NEOs was 50% RSUs and 50% PSUs. See Page 42 » |
LONG-TERM EQUITY
50% PSUs
PERFORMANCE-BASED
| 4 | BALANCED MIX Performance‑based, Long-term Compensation Our NEOs' target direct compensation is heavily weighted toward performance-based, long-term incentives. Current compensation consists of cash, including base salary and a performance-based annual cash incentive ("ACI"), while long-term compensation is delivered primarily through equity awards in the form of RSUs and performance- based PSUs. See Page 38 » |
PSUs
PSUs
LONG-TERM EQUITY
LONG-TERM EQUITY
RSUs
RSUs 56%
PSUs
PSUs
PSUs
| 5 | STOCK OWNERSHIP GUIDELINES Alignment With Long-term Stockholder Value We maintain stock ownership guidelines to reinforce executive accountability and align executive interests with long-term stockholder value. See Page 48 » | CEO 5x annual base salary | | | | CFO 3x annual base salary | | | | OTHER NEOs 1x annual base salary |
PSUs
| 34 || 2026 PROXY STATEMENT | | | | |
PSUs
PERFORMANCE-BASED COMPENSATION
KEY PERFORMANCE METRICS
KEY PERFORMANCE METRICS The graphs below show actual Company performance to better contextualize the corresponding performance targets for the performance‑based compensation elements making up the majority of the Company’s awards paid in 2025.
PHILOSOPHY AND OBJECTIVES
PHILOSOPHY AND OBJECTIVES The Company uses short- and long-term incentive compensation as key components of its compensation philosophy. A significant portion of our executive compensation is “at-risk,” delivered through a mix of performance-based incentives tied to key financial and operational objectives, and equity awards with multi-year vesting schedules, or a combination of these features, in order to promote superior performance, long-term retention, and alignment with stockholder interests. Compensation for our NEOs generally consists of base salary, annual cash incentive compensation, and equity awards.
WHAT WE DO / WHAT WE DON’T DO
| WHAT WE DO | | | | Emphasize performance-based, at-risk compensation | | | Use equity compensation to promote executive retention and reward long-term value creation | | | Target total direct cash compensation at the market median and weight overall pay mix toward incentive compensation | | | Engage an independent compensation consultant to advise our Compensation Committee | | | Maintain rigorous stock ownership guidelines for our directors and executive officers | | | Include double trigger provisions for cash severance payments and long-term equity following a change-in- control | | | Maintain an incentive compensation “clawback” policy |
WHAT WE DO / WHAT WE DON’T DO
| WHAT WE DO NOT DO | | | | Do not grant uncapped cash incentives or guaranteed equity compensation | | | Do not provide significant perquisites | | | No repricing or exchange of underwater stock options for cash or other awards without stockholder approval under the Hayward Holdings, Inc. 2021 Equity Incentive Plan (the "2021 Plan") | | | Do not provide tax gross-up payments with respect to any excise tax due under the federal tax code as a result of severance payments | | | No hedging, pledging, or short sales of stock permitted | | | Do not provide incentives that encourage excessive risk-taking |
Role of Compensation Committee, Management & Compensation Consultant
Role of Compensation Committee, Management & Compensation Consultant
Role of Compensation Committee, Management & Compensation Consultant
| COMPENSATION COMMITTEE | | | | •Oversees our compensation and benefit plans and policies •Oversees equity and annual incentive plans, including award design and vesting •Considers recommendations from our CEO regarding the compensation of our executive officers other than himself •Considers, reviews and approves compensation decisions relating to our executive officers, including our CEO •Reviews and provides recommendations to our Board regarding the compensation of our directors •All decisions regarding the compensation of our executive officers are made independently by the Compensation Committee |
Role of Compensation Committee, Management & Compensation Consultant
| CEO AND MANAGEMENT | | | | •CEO recommends base salary and short-term and long-term compensation (including equity) for other executive officers based on Company performance, individual contributions, role, performance of duties, and achievement of individual goals •Management presents recommendations and supporting data, including compensation surveys and publicly available peer data •CEO typically attends meetings of the Compensation Committee; the Compensation Committee meets outside the presence of our CEO when discussing his compensation, among certain other matters |
Role of Compensation Committee, Management & Compensation Consultant
| INDEPENDENT COMPENSATION CONSULTANT | | | | •Assists the Compensation Committee in its review of our executive compensation program and the determination of an appropriate peer group •Consults with Compensation Committee regularly throughout the year, and one or more representatives of Pearl Meyer attends portions of our Compensation Committee meetings |
Role of Compensation Committee, Management & Compensation Consultant
| | 2026 PROXY STATEMENT || 37 | | | |
COMPENSATION SETTING PROCESS
COMPENSATION SETTING PROCESS The Compensation Committee uses compensation data from third-party market surveys and peer compensation data provided by Pearl Meyer as general indicators of market conditions and pay practices and as a broader reference point when determining compensation for our executive officers. In addition to survey and benchmarking information derived from our peer group (as described below), the Compensation Committee considers a number of other factors in making compensation decisions, including individual qualifications and expertise, scope of responsibilities, industry and market conditions and position complexity. The Compensation Committee also considers the performance of the Company’s NEOs, the individual’s historical compensation retention considerations, and, for NEOs other than the CEO, recommendations from the CEO.
COMPENSATION SETTING PROCESS
| 1 | Establish Target Compensation & Goals | 2 | Review & Assess | 3 | Evaluate & Recommend | | •Market data and benchmarking •Short- and long-term business strategy and priorities •Compensation consultant recommendations •CEO input for other NEOs | | •NEO performance and pay history •Compensation program risk considerations •Alignment with risk management practices | | •Pay outcomes using market and performance data •Performance against predetermined Company goals | |
USE OF PEER GROUP
USE OF PEER GROUP
Peer Group Companies
Peer Group Companies The Compensation Committee worked with Pearl Meyer to establish a compensation peer group to assist in evaluating fair and competitive compensation for our NEOs relative to market practices. The peer group used to inform Fiscal Year 2025 compensation consisted of companies in similar industries, including outdoor living-focused businesses, water-related businesses and heating, ventilation and air conditioning systems businesses, with comparable Net Sales and market capitalization and with which the Company competes for executive talent and business and investment capital. The Compensation Committee uses this peer group as a general reference point to understand market practices and pay levels for NEO total direct compensation. The peer group list is reviewed periodically and may be adjusted over time to reflect changes in the Company's size, business profile, and competitive market. For Fiscal Year 2025, the Compensation Committee revised the peer group by removing the six largest companies with larger revenue profiles (A.O. Smith Corporation, Generac Holdings Inc., Mueller Industries Inc., Lennox International Inc., SiteOne Landscape Supply, Inc., and The Toro Company) and adding Fluidra S.A., which is aligned with the Company's current scale and operating characteristics. The peer group approved by the Compensation Committee for Fiscal Year 2025 for compensation reference purposes is as follows:
Peer Group Companies
| Peer Group | | | | | | Aaon, Inc. | Fluidra S.A. | Mueller Water Products, Inc. | SPX Technologies, Inc. | Watts Water Technologies, Inc. | | Badger Meter, Inc. | Latham Group, Inc. | Pentair plc | The Azek Company Inc. | YETI Holdings, Inc. | | CSW Industrials, Inc. | Leslie’s, Inc. | Pool Corporation | Trex Company, Inc. | Zurn Elkay Water Solutions Corporation |
Peer Group Companies
| 38 || 2026 PROXY STATEMENT | | | | |
Peer Group Companies
2025 EXECUTIVE COMPENSATION PROGRAM
KEY COMPONENTS
KEY COMPONENTS Our executive compensation program emphasizes pay-for-performance, with a greater proportion of compensation "at risk" as executive seniority and responsibilities increase. For Fiscal Year 2025, equity awards consisted of performance stock units (“PSUs”) and time-based restricted stock units ("RSUs"). PSU vesting is tied to Net Sales Annual Growth Rate, Adjusted EBITDA Margin, and Return on Gross Invested Capital, with payouts subject to a +/-15% relative TSR modifier over a three-year period. No stock options were granted in Fiscal Year 2025, and the Company does not grant or time equity awards in connection with the release of material nonpublic information. The following highlights the Fiscal Year 2025 target compensation mix for our CEO and other NEOs. The percentages shown reflect total target annual compensation, based on target award values rather than the grant-date fair values reported in the Summary Compensation Table, and exclude "All Other Compensation." 65% Equity Incentive Base Salary Annual Incentive RSUs PSUs 84% At-Risk Compensation 48% Equity Incentive Base Salary Annual Incentive RSUs PSUs 69% At-Risk Compensation
KEY COMPONENTS
| Compensation Element | Purpose | Key Features | | Base Salary | Provide fixed cash compensation reflecting role, experience and responsibilities | •Stable foundation for the overall compensation program •Not tied to specific performance metrics •Adjusted for sustained performance, internal equity and market conditions (as applicable) | | Annual Cash Incentive | Incentivize annual financial and operational performance | •Tied to annual performance goals •One-year performance period •May include discretion for individual contributions | | Long-Term Equity Incentives | Align executive interests with retention and long-term stockholder value creation | •Mix of RSUs and PSUs •RSUs: Time-based vesting over three years •PSUs: Performance-based vesting over three years |
ANNUAL INCENTIVE PLAN
ANNUAL INCENTIVE PLAN Pursuant to our go-forward compensation structure that aligned executive compensation to market and internal equity targets, the Compensation Committee approved the following annual cash incentive targets for our NEOs in Fiscal Year 2025:
ANNUAL INCENTIVE PLAN
| Named Executive Officer | Target Percentage (1) | | Kevin Holleran | 115% | | Eifion Jones | 75% | | John Collins | 70% | | Susan Canning | 60% | | Eric Sejourne | 60% |
ANNUAL INCENTIVE PLAN
(1)Expressed as percentage of NEO’s annual base salary. The target annual cash incentive percentages disclosed are as of December 31, 2025. Annual cash incentive awards under our annual incentive plan are based on performance relative to threshold, target, and maximum performance levels established at the time when the awards are granted. No payout is earned if performance falls below the threshold level. For the Fiscal Year 2025, the payout opportunity ranged from 25% to 200% of target, with payouts for performance between threshold, target and maximum performance levels interpolated. Earned annual cash incentive amounts are subject to an individual performance modifier of up to +/- 10% to reflect each executive's individual performance and support of the Company's overall strategic execution. For Fiscal Year 2025, annual cash incentive awards were based on achievement of Company Adjusted EBITDA, Net Sales and Cash Conversion Cycle, weighted at 60%, 30% and 10%, respectively. This weighting is intended to balance near‑term financial resilience with continued Net Sales growth, particularly in light of market conditions that require disciplined margin management alongside sustained top‑line performance. The Compensation Committee selected these performance measures because they are key metrics used internally to manage the businesses and reflect profitability and asset efficiency relative to investment. The Compensation Committee believes that performance against these measures is a primary driver of long-term stockholder value and that they represent appropriate indicators of the annual operating performance. In establishing the performance goals and corresponding incentive opportunities, the Compensation Committee considered management’s recommendations.
ANNUAL INCENTIVE PLAN
| | 2026 PROXY STATEMENT || 41 | | | |
ANNUAL INCENTIVE PLAN
The following table sets forth the 2025 performance goals for the annual incentive plan, including threshold, target, and maximum levels, actual Fiscal Year 2025 results, and the resulting percentage of target payout achieved for each performance measure.
ANNUAL INCENTIVE PLAN
| | | Performance Levels | | | Actual Performance | | Performance Metrics (dollars in millions) | Weighting | Threshold (25% of Target) | Target (100%) | Maximum (200% of Target) | % of Target Payout Achieved | | Adjusted EBITDA (1) | 60% | | | | 114.5% | | Net Sales (2) | 30% | | | | 111.9% | | Cash Conversion Cycle (3) | 10% | | | | 147.3% | | Total Weighted Average | | | | | 117.0% |
ANNUAL INCENTIVE PLAN
Actual Result $299.3 $263.5 $295.0 $324.5 Actual Result $1,122.2 $999.4 $1,109.0 $1,219.9 Actual Result
145 days
145 days 162 days 152 days 137 days (1)Adjusted EBITDA for purposes of the annual incentive plan is generally defined as earnings before interest (including amortization of debt costs), income taxes, depreciation, and amortization further adjusted for the impact of restructuring related income or expenses, certain stock-based compensation, currency exchange items, and certain non-cash, nonrecurring or other items that are included in net income that the Compensation Committee does not consider indicative of the Company’s ongoing operating performance. Adjusted EBITDA is calculated in a manner consistent with Adjusted EBITDA as presented by the Company in its quarterly and annual earnings announcements. (2)Net Sales is generally measured as gross sales net of rebates and other discounts. (3)Cash Conversion Cycle is defined as days sales outstanding, plus days on hand of inventory, less days payable outstanding. The target and actual Fiscal Year 2025 annual cash incentive amounts for each NEO are set forth below.
145 days
| Named Executive Officer | Target Bonus ($) | Weighted Payout (%) | Earned Bonus ($)(1) | Bonus Paid ($)(2) | | Kevin Holleran | 1,132,750 | 117.0% | 1,325,318 | 1,325,000 | | Eifion Jones | 435,000 | 117.0% | 508,950 | 510,000 | | John Collins | 364,000 | 117.0% | 425,880 | 425,000 | | Susan Canning | 285,000 | 117.0% | 333,450 | 335,000 | | Eric Sejourne | 291,000 | 117.0% | 340,470 | 340,000 |
145 days
(1)Amounts shown reflect annual cash incentive earned based on achievement of the applicable performance metrics, prior to application of the +/- 10% adjustment framework to reflect individual performance. (2)Amounts shown reflect annual cash incentive paid after application of the +/-10% adjustment framework to reflect individual performance.
LONG-TERM EQUITY INCENTIVES
LONG-TERM EQUITY INCENTIVES A significant portion of each NEO's compensation is delivered in the form of equity compensation to align executive interests with those of stockholders. As a result, the value of NEO realized compensation generally increases or decreases with changes in the Company’s stock price. The Company grants equity awards pursuant to its equity incentive plans, including the 2021 Plan. The use of long-term equity incentives is intended to provide employees, including the NEOs, and other eligible service providers with the opportunity to participate in the long-term appreciation of the Company's equity, incentivize achievement of long-term performance objectives, and support retention.
Awards Granted In 2025
Awards Granted In 2025 During Fiscal Year 2025, our NEOs received long-term equity awards in the form of time-based RSUs and PSUs, which vest based on the achievement of specified performance measures, as described below. In Fiscal Year 2025, the Compensation Committee increased the performance-based portion of long-term equity compensation for the NEOs other than the CEO by shifting from a structure weighted more heavily toward time-based RSUs (60% RSUs and 40% PSUs) to a balanced 50% RSU and 50% PSU mix in order to further align executive compensation with long-term Company performance and stockholder value creation. The CEO's target long-term equity award mix remained 50% RSUs and 50% PSUs. The below illustrates the target mix of long-term equity awards for our CEO and other NEOs, based on grant-date dollar- denominated values. The following table summarizes the number of RSUs and PSUs awarded at target performance levels in connection with Fiscal Year 2025 annual equity grants awarded to our NEOs.
Awards Granted In 2025
| Named Executive Officer | Aggregate Grant Date Target Value ($) | Annual RSU Target Value ($) | Annual RSU Grant (#) | Annual PSU Target Value ($) | Annual PSU Grant (#) | | Kevin Holleran | 4,000,000 | 2,000,000 | 138,027 | 2,000,000 | 138,027 | | Eifion Jones | 1,200,000 | 600,000 | 41,408 | 600,000 | 41,408 | | John Collins | 750,000 | 375,000 | 25,880 | 375,000 | 25,880 | | Susan Canning | 680,000 | 340,000 | 23,465 | 340,000 | 23,465 | | Eric Sejourne | 550,000 | 275,000 | 18,979 | 275,000 | 18,979 |
2025 RESTRICTED STOCK UNITS
2025 RESTRICTED STOCK UNITS
Time-based RSU Awards
Time-based RSU Awards Annual RSU awards granted to our NEOs in Fiscal Year 2025 vest in equal annual installments over a three-year period, subject to continued service. These awards are designed to support retention, as any unvested portion is forfeited upon voluntary termination.
2025 PSU Awards
2025 PSU Awards Consistent with prior years, the Compensation Committee established quantitative financial performance goals for the 2025 PSUs at the beginning of the performance period, with vesting to occur at the end of a three-year performance period ending December 31, 2027, subject to the achievement of pre-established performance targets and continued employment.
Financial Performance Metrics
Financial Performance Metrics The Compensation Committee selected these metrics to support long-term value creation and align the executive incentives with the Company's strategic priorities. The financial performance metrics and weightings are as follows:
Financial Performance Metrics
| Metric | Weighting | Calculation | | Net Sales Annual Growth Rate | | Determined by the three-year compound annual growth rate of total Net Sales, excluding the impact of foreign exchange | | Adjusted EBITDA Margin | | Determined by dividing Adjusted EBITDA by Net Sales | | Return on Gross Invested Capital | | Determined by dividing Adjusted EBITDA by the sum of the Company's gross property, plant, and equipment plus working capital |
Financial Performance Metrics
Each of the financial measures selected by the Compensation Committee may be impacted by non-recurring or extraordinary items (for example, business restructuring), and actual results may be adjusted for these items if not contemplated during the target setting process. Adjustments to these measures, if any, are determined by the Compensation Committee.
Payout Levels
Payout Levels For the 2025 PSUs, performance below threshold results in no payout. Performance at the threshold level results in a payout equal to 50% of target, performance at the target level results in payout equal to 100% of target, and performance at or above the maximum results in a payout equal to 200% of target, with payouts for performance between these levels interpolated. In light of the increased performance targets, the Compensation Committee returned the threshold payout opportunity to 50% of target (consistent with prior years, other than Fiscal Year 2024, when it was set at 25%) to maintain appropriate alignment between payouts and performance.
Relative Total Shareholder Return Modifier
Relative Total Shareholder Return Modifier The number of PSUs earned is subject to a TSR modifier measured over the same three-year performance period. The TSR modifier compares the Company's relative TSR to the companies included in the S&P SmallCap600 Industrials Index (the “Benchmark Index”). TSR is calculated as the percentage change in the trading price of the Company's common stock over the TSR performance period, based on the average closing price of the Company's common stock on the NYSE for the first 20 trading days of the TSR performance period compared to the average closing price for the last 20 trading days of the TSR performance period. Relative TSR below the 25th percentile of the Benchmark Index results in a 15% reduction in earned PSUs, relative TSR above the 75th percentile results in a 15% increase, and all other outcomes result in no adjustment.
Vesting And Settlement
Vesting And Settlement PSUs vest on the third anniversary of the grant date, subject to continued employment, except as otherwise provided in the event of retirement, and the Compensation Committee’s certification of the performance goal achievement and the applicable relative TSR modifier. Final payouts, if any, will be determined in early 2028.
Equity Mix Alignment
Equity Mix Alignment In Fiscal Year 2025, the Compensation Committee increased the weighting of PSUs for NEOs other than the CEO to match the mix awarded to the CEO of 50% RSUs and 50% PSUs. The Compensation Committee believes this structure further aligns executive compensation with long-term stockholder value creation.
2024 PSUs: UPDATE
2024 PSUs: UPDATE The PSUs granted in Fiscal Year 2024 remain outstanding and continue to be subject to the three-year absolute TSR modifier ending December 31, 2026. The financial performance component was measured over the one-year period at the close of Fiscal Year 2024, consistent with the program's original design. Although achievement for the financial component has been determined, the awards remain unvested until the TSR performance period is completed and certified. Final payout, if any, will be determined in early 2027 following application of the TSR modifier. The following table summarizes the target levels and actual performance for these measures.
2024 PSUs: UPDATE
| | | Performance Levels | | | Actual Performance | | Performance Measure | Weighting | Threshold (25%) | Target (100%) | Maximum (200%) | % of Target Payout Achieved (3) | | Adjusted EBITDA Margin(1) | 40% | | | | 150.0% | | Gross Profit Margin(1) | 40% | | | | 137.5% | | Return on Gross Invested Capital(2) | 20% | | | | 147.6% |
2024 PSUs: UPDATE
Actual Result 26.4% 25.0% 25.8% 27.0% Actual Result 50.5% 48.5% 49.6% 52.0% Actual Result 45.3% 40.5% 43.3% 47.5% (1)Adjusted EBITDA margin and Gross Profit Margin are calculated by dividing, respectively, Adjusted EBITDA and the Company's gross profit by Net Sales. (2)Return on Gross Invested Capital is determined by dividing Adjusted EBITDA by the sum of the Company's gross property, plant, and equipment plus net working capital. (3)The actual earned amounts remain subject to the TSR modifier, described below, and the executive’s continued employment with the Company through the applicable vesting date. When performance falls below threshold, no payout is earned with respect to the PSUs. Before giving effect to the TSR modifier, payouts range from 25% to 200% with 100% of target corresponding to target performance, and payouts for performance between these levels determined by interpolation. Absolute TSR is calculated as the percentage change in the Company's common stock price over the TSR performance period, based on the average NYSE closing price during the first 20 trading days compared to the average closing price during the last 20 trading days of the period. If TSR for the performance period is less than 0%, the amount of PSUs earned based on achievement with respect to performance goals will be reduced by 15%. If TSR exceeds 10%, the amount of PSUs earned will be increased by 15%. If TSR is between 0% and 10%, inclusive, no TSR-based adjustment will apply.
2024 PSUs: UPDATE
| | 2026 PROXY STATEMENT || 45 | | | |
2023 PSUs: RESULTS
2023 PSUs: RESULTS In Fiscal Year 2023, the Compensation Committee granted PSUs that vest based on achievement of specified performance measures over a three-year performance period ending December 31, 2025. For these awards, the Compensation Committee selected Return on Gross Invested Capital and Adjusted EBITDA Margin, weighted equally, as the performance measures. Following completion of the performance period on December 31, 2025, the Compensation Committee reviewed and certified performance results and determined the number of PSUs earned based on achievement relative to the approved performance targets. The target performance levels, actual performance and resulting earned payout are summarized in the following table:
2023 PSUs: RESULTS
| Performance Measure | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Earned % (2) | | Adjusted EBITDA margin(1) | 50% | | | | 0% | | Return on Gross Invested Capital(1) | 50% | | | | 55% |
2023 PSUs: RESULTS
Actual Result 26.7% 27.0% 28.0% 29.5% Actual Result 47.9% 47.0% 56.0% 68.0% (1)Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Net Sales. (2)Return on Gross Invested Capital is determined by dividing Adjusted EBITDA by the sum of the Company's gross property, plant, and equipment plus net working capital. (3)Based on the performance results for the three-year period ended December 31, 2025, Adjusted EBITDA did not result in a payout, while Return on Gross Invested Capital exceeded threshold, resulting in shares being earned and paid out under the 2023 PSU awards. Based on these performance results, the final payout amounts under the 2023 PSU awards for the participating NEOs are set forth below.
2023 PSUs: RESULTS
| Named Executive Officer | # of PSUs Granted | # of PSUs Earned | | Kevin Holleran | 62,660 | 17,232 | | Eifion Jones | 18,290 | 5,030 | | John Collins | 9,420 | 2,591 | | Susan Canning | 11,304 | 3,109 |
2023 PSUs: RESULTS
OTHER BENEFITS
Death And Disability
Death And Disability If any of the NEOs’ employment is terminated as a result of his or her death, his or her estate or other legal representative will be entitled to receive (i) any earned, but unpaid, base salary and any earned and payable, but unpaid, annual bonus and (ii) a pro-rata portion of his or her annual bonus for the year in which his or her termination occurs, to the extent earned.
Death And Disability
If any of the NEOs’ employment is terminated as a result of his or her disability, he or she will be entitled to receive (i) any earned, but unpaid, base salary and any earned and payable, but unpaid, annual bonus, (ii) a pro-rata portion of his or her annual bonus for the year in which his or her termination occurs, to the extent earned, (iii) the Welfare Benefits, and (iv) the COBRA Benefit.
EQUITY AWARDS
EQUITY AWARDS Each of the NEOs has received equity awards with terms that vary with respect to vesting in the event of termination, death, disability or a change in control. The terms "cause," "good reason," and "change in control" referred to below are defined in the applicable equity award agreement or the relevant equity plan.
Equity Awards Upon Death Or Disability
Equity Awards Upon Death Or Disability With respect to Mr. Jones’ unvested time-vesting options covering shares of our common stock issued pursuant to the Hayward Holdings, Inc. Second Amended and Restated 2017 Equity Incentive Plan (the "2017 Plan"), if his employment is terminated due to death or disability, then, in addition to the severance benefits described above, his then-unvested time- vesting options that would have vested within the following year will immediately vest.
Equity Awards Upon Retirement
Equity Awards Upon Retirement Beginning with PSU awards granted in 2025 under the 2021 Plan, the Company added retirement vesting provisions. Under these provisions, if a participant's employment terminates due to retirement prior to the vesting date, the participant will remain eligible to receive a pro-rated portion of the PSUs based on the portion of the performance cycle completed through the retirement date, with the number of PSUs earned determined following the end of the performance cycle based on actual performance and application of the TSR modifier. If retirement occurs within two years of the grant date, the number of PSUs earned will be limited to the lesser of (i) the prorated PSUs based on actual performance and (ii) the prorated PSUs assuming target performance without application of the TSR modifier. No PSUs will be paid if retirement occurs within six months of the grant date or if the participant engages in certain competitive activities prior to the vesting date. For purposes of the PSU awards, "retirement" generally requires that the participant be at least age 60, have completed at least five years of continuous service with the Company, and attest to retiring from active employment with any competing public company.
Equity Awards In Connection With A Change In Control
Equity Awards In Connection With A Change In Control With respect to Mr. Jones' unvested time-vesting options issued pursuant to the 2017 Plan, in the event of a change in control, such options will vest in full as of the date of the change in control, subject to continued employment with us. With respect to each of the NEOs’ unvested time-vesting options and RSUs issued pursuant to the 2021 Plan, in the event of a change of control, if the surviving entity assumes the options and RSUs and the NEO's employment is terminated without cause or by the NEO for good reason within 18-months following the change of control, any such unvested options and RSUs will vest in full as of immediately prior to the change of control. If an NEO’s employment is terminated for any reason, any unvested options and RSUs will be immediately forfeited, unless the Company and the NEO agree otherwise. OTHER POLICIES & PRACTICES
EXECUTIVE COMPENSATION
| Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Kevin Holleran President, Chief Executive Officer | 2025 | 975,962 | — | 4,113,204 | — | 1,325,000 | 322,616 | 6,736,782 | | | 2024 | 938,000 | — | 3,700,008 | — | 1,156,366 | 229,575 | 6,023,949 | | | 2023 | 923,135 | 150,000 | 2,220,021 | 1,480,003 | — | 201,337 | 4,974,496 | | Eifion Jones Senior Vice President, Chief Financial Officer | 2025 | 576,154 | — | 1,233,958 | — | 510,000 | 188,878 | 2,508,990 | | | 2024 | 556,154 | 19,760 | 1,200,032 | — | 450,240 | 133,436 | 2,359,622 | | | 2023 | 531,731 | 125,000 | 648,015 | 432,000 | — | 92,053 | 1,828,799 | | John Collins Senior Vice President, Chief Commercial Officer | 2025 | 516,154 | — | 771,224 | — | 425,000 | 166,018 | 1,878,395 | | | 2024 | 500,000 | — | 3,750,028 | — | 375,200 | 127,590 | 4,752,818 | | | 2023 | 444,327 | 125,000 | 333,750 | 222,504 | — | 93,655 | 1,219,236 | | Susan Canning Senior Vice President, Chief Legal Officer and Corporate Secretary | 2025 | 472,115 | — | 699,257 | — | 335,000 | 154,480 | 1,660,852 | | | 2024 | 457,115 | — | 755,026 | — | 295,872 | 108,851 | 1,616,864 | | | 2023 | 440,192 | 125,000 | 623,001 | 267,004 | — | 87,966 | 1,543,163 | | Eric Sejourne Senior Vice President, Chief Global Operations Officer | 2025 | 482,115 | — | 565,574 | — | 340,000 | 155,963 | 1,543,652 | | | 2024 | 325,385 | 133,000 | 722,014 | — | 280,000 | 98,704 | 1,559,103 |
EXECUTIVE COMPENSATION
| Name | 401(k) Plan ($) (a) | Supplemental Medical Plan ($) (b) | Nonqualified Deferred Compensation Plan ($) (c) | Life Insurance ($) | Other (d) | Total ($) | | Kevin Holleran | 21,000 | 18,000 | 279,746 | 3,870 | — | 322,616 | | Eifion Jones | 21,000 | 18,000 | 146,008 | 3,870 | — | 188,878 | | John Collins | 21,000 | 16,992 | 126,676 | 1,350 | — | 166,018 | | Susan Canning | 21,000 | 18,000 | 111,610 | 3,870 | — | 154,480 | | Eric Sejourne | 21,000 | 10,212 | 86,781 | 3,870 | 34,100 | 155,963 |
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship between the annual total compensation of our median employee and the annual total compensation of our CEO. When determining our median compensated employee, we included annual base salary for our global employee population in 2025 as our consistently applied compensation measure. We applied this measure to our global employee population as of December 31, 2025, and annualized base salaries for permanent full-time and part-time employees who did not work the full year. For purposes of this disclosure, we converted employee compensation from local currency to U.S. dollars using the currency exchange rates applicable on December 31, 2025. For our Fiscal Year 2025, the Annual Total Compensation of the median-compensated employee, excluding our CEO, was $64,043. Annual total compensation for our CEO was $6,736,782. Based on this information, for Fiscal Year 2025, we estimate that the ratio of the annual total compensation of our CEO to the annual compensation of the median employee was 105 to 1. The pay ratio described above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee permit companies to use a wide range of methodologies, assumptions and exclusions. As a result, it may not necessarily be meaningful to compare pay ratios reported by other companies.
PAY RATIO DISCLOSURE
| | 2026 PROXY STATEMENT || 61 | | | |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding the “Compensation Actually Paid” (“CAP”), as calculated under applicable SEC rules, for our principal executive officer (“PEO”) and our other named executive officers (“non-PEO NEOs”) and certain financial performance measures for the fiscal years ended December 31, 2022, 2023, 2024, and 2025. In determining CAP for our PEO and our non-PEO NEOs, we are required to make various adjustments to the total compensation amounts reported in the Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this section differ from those required for the SCT. Information regarding the methodology used to calculate CAP for our PEO and non-PEO NEOs, including details regarding the amounts deducted from and added to the SCT totals to arrive at the CAP amounts presented, is provided in the footnotes to the table. A graphical representation of the relationship between CAP and the financial performance measures is also presented below. For non-PEO NEOs, compensation is reported as an average. The CD&A describes the compensation setting process for our NEOs, which is done independently from the disclosure requirements shown in this section. Accordingly, the Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the years shown. PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
| | | | | | Value of Initial Fixed $100 Investment Based on: | | Net Income | Adjusted EBITDA(6) | | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (4) ($) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3)(4) ($) | HAYW Total Shareholder Return (5) ($) | Peer Group Total Shareholder Return (5) ($) | ($ in millions) | | | 2025 | 6,736,782 | 6,332,757 | 1,897,973 | 1,708,046 | 58.90 | 53.01 | 151.6 | 299.3 | | 2024 | 6,023,949 | 7,779,251 | 2,572,102 | 3,009,988 | 58.29 | 97.83 | 118.7 | 277.4 | | 2023 | 4,974,496 | 10,206,214 | 1,245,539 | 2,009,442 | 51.85 | 85.68 | 80.7 | 247.3 | | 2022 | 4,744,758 | (22,103,353) | 1,264,361 | (2,806,660) | 35.84 | 60.89 | 179.3 | 367.6 |
PAY VERSUS PERFORMANCE
(1)Kevin Holleran served as President and Chief Executive Officer throughout Fiscal Years 2025, 2024, 2023 and 2022 and is identified as the PEO in the table.
PAY VERSUS PERFORMANCE
| 62 || 2026 PROXY STATEMENT | | | | |
PAY VERSUS PERFORMANCE
(2)Deductions from, and additions to, total compensation in the SCT by year to calculate Compensation Actually Paid include:
PAY VERSUS PERFORMANCE
| | 2025 | | | | PEO ($) | Average Non-PEO NEOs ($) | | Total Compensation from Summary Compensation Table | 6,736,782 | 1,897,973 | | Adjustments for Equity Awards | | | | Adjustment for grant date values in the Summary Compensation Table | (4,113,204) | (817,503) | | Year-end fair value of unvested awards granted in the current year | 4,360,273 | 866,608 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | (426,023) | (67,229) | | Fair values at vest date for awards granted and vested in current year | — | — | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | (225,071) | (171,803) | | Forfeitures during current year equal to prior year-end fair value | — | — | | Total Adjustments for Equity Awards | (404,025) | (189,927) | | Compensation Actually Paid (as calculated) | 6,332,757 | 1,708,046 |
PAY VERSUS PERFORMANCE
(3)Previously reported PEO and Average Non-PEO NEO’s for 2024 has been updated to correct the 2024 Black-Scholes valuation used in the calculation of the respective CAPs for 2024. (4)Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: 2025: Eifion Jones, John Collins, Susan Canning, Eric Sejourne 2024: Eifion Jones, John Collins, Susan Canning, Eric Sejourne 2023: Eifion Jones, Richard Roetken, John Collins, Susan Canning, Fernando Blasco 2022: Eifion Jones, Richard Roetken, John Collins, Susan Canning, Lesley Billow (5)TSR is determined based on the value of an initial fixed investment of $100 made on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year. TSR peer group consists of the Company’s compensation peer group, which, for 2025, included Aaon, Inc., Badger Meter, Inc., CSW Industrials, Inc., Fluidra S.A., Latham Group, Inc., Leslie's Inc., Mueller Water Products, Inc., Pentair plc, Pool Corporation, SPX Technologies, Inc., The Azek Company, Inc., Trex Company, Inc., Watts Water Technologies, Inc., YETI Holdings, Inc., and Zurn Elkay Water Solutions Corporation. The peer group for 2024 included the same companies as the 2025 compensation peer group, except it also included A.O. Smith Corporation, Generac Holdings Inc., Mueller Industries Inc., Lennox International Inc., SiteOne Landscape Supply, Inc. and The Toro Company, and excluded Fluidra S.A. The comparable cumulative TSR for the prior 2024 peer group for the period starting on December 31, 2021 and ending on December 31 of the following years would be: 2022 ($59.30), 2023 ($84.51), 2024 ($96.50), and 2025 ($88.07). (6)Adjusted EBITDA is a financial measure selected by the compensation committee for evaluating performance with respect to the compensation of our NEOs. Please see page 33 for a description of the calculation of Adjusted EBITDA. COMPANY FINANCIAL PERFORMANCE MEASURES We have listed below the three performance measures that represent the most important metrics we used to link CAP to our NEOs in 2025: •Adjusted EBITDA •Revenue (Net Sales) •Return on gross invested capital
PAY VERSUS PERFORMANCE
| | 2026 PROXY STATEMENT || 63 | | | |
PAY VERSUS PERFORMANCE
These financial performance measures are discussed in detail in “Executive Compensation–Compensation Discussion and Analysis” in this Proxy Statement, including the use of these measures in annual and long-term performance-based compensation awards. ANALYSIS OF INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE The illustrations below provide a graphical description of CAP (as calculated under applicable SEC rules) and the following financial performance measures: •the Company’s cumulative TSR, the Peer Group’s cumulative TSR, and the prior peer group's cumulative TSR; •the Company’s Net Income; and •the Company Selected Measure, which for Hayward is Adjusted EBITDA.
PAY VERSUS PERFORMANCE
| 64 || 2026 PROXY STATEMENT | | | | |
PAY VERSUS PERFORMANCE
| | 2026 PROXY STATEMENT || 65 | | | |