🧾 What This Document Is

This is Hayward's definitive proxy statement (DEF 14A). Think of it as a detailed instruction manual and report card for shareholders ahead of the annual meeting. Its main job is to give you all the information you need to vote on key company decisions. You’ll find details on who’s running the board, how the top bosses are paid, and who audits the books.

🏢 What The Company Does

👉 In simple terms, Hayward makes equipment for pools and outdoor living. That includes things like pumps, filters, heaters, lighting, and automated control systems. They sell to homeowners, pool builders, and maintenance companies. It's a business tied to housing, home improvement, and discretionary spending.

📅 The Big Meeting: When, Where & What's on the Agenda

The 2026 Annual Meeting is virtual on Thursday, May 21, 2026, at 8:00 a.m. Eastern Time. Shareholders can attend, vote, and ask questions online.

Why it matters: You own a piece of the company. This is your main chance each year to have a say.

Shareholders will vote on three main proposals:

Elect three directors (Kevin Brown, Arthur Soucy, Lori Walker) to serve until 2029.
Approve, on an advisory basis, executive compensation (the "Say-on-Pay" vote).
Ratify PricewaterhouseCoopers LLP as the company's auditor for 2026.

The board recommends voting FOR all three.

👥 Who's Running the Show? The Board & Leadership

Hayward has a "classified" board with three classes of directors, each serving three-year terms. This year, Class II directors are up for re-election.

The Nominees for Class II:

Kevin Brown (Age 51): Serves on Audit and Compensation committees. Has a finance and investor relations background.
Arthur Soucy (Age 63): Serves on Audit and Nominating & Governance committees. Has deep operational and manufacturing experience.
Lori Walker (Age 69): Chair of the Audit Committee. Brings extensive financial expertise from past CFO roles.

Key Leadership:

Kevin P. Holleran (Age 58): President & CEO. The top executive running the company day-to-day.
Stephen J. Felice (Age 69): Chairman of the Board (non-executive). He leads the board but isn't part of management.
The board is mostly independent (8 out of 9 directors).

💼 How Executives Are Paid (The Compensation Plan)

The company uses a "pay-for-performance" philosophy. This means a large part of executive pay is tied to company results and stock price, not just a fixed salary.

Here’s how it works, broken down simply:

Base Salary: The fixed cash portion.
Annual Cash Bonus: Based on hitting yearly goals for profit (Adjusted EBITDA), sales, and efficiency (Cash Conversion Cycle). In 2025, the company beat its targets, so executives earned bonuses above the target level (about 117% of target).
Long-Term Stock Awards: This is the biggest chunk. Executives get stock that vests over time. Some vests just for staying (RSUs), and some (PSUs) only vests if the company hits multi-year performance goals on sales growth, profit margins, and return on capital.

Why it matters: This structure is meant to align the CEO's and executives' interests with yours as a shareholder. They only do really well if the company does well over the long term.

🔍 Key Governance Details & Policies

Auditor: PricewaterhouseCoopers LLP. The Audit Committee met 9 times in 2025 to oversee financials.
Board Committees: There are three key committees (Audit, Compensation, Nominating & Governance) made up entirely of independent directors.
Risk Oversight: The board regularly reviews major risks, from financial and cybersecurity to how compensation plans might encourage bad behavior. They concluded it's all fine.
Succession Planning: The board has an active plan for replacing the CEO and other top executives if needed, including for emergencies.
Stockholder Engagement: The company says it reached out to shareholders representing 65% of its stock in 2025 to get feedback.

⚖️ The Big Picture: Strengths & Things to Watch

👍 Strengths:

A board with a strong mix of financial, operational, and industry experience.
A compensation plan heavily weighted toward long-term, performance-based stock.
Clear governance structures and regular board assessments.

⚠️ Risks & Considerations:

Classified Board: Some investors dislike this structure because it makes it harder to replace directors quickly. The board defends it as promoting long-term thinking.
CEO & Chairman Roles are Separated: This is generally seen as good governance, but it depends on the dynamic between the two leaders.
Performance Targets: The complexity of performance metrics (like PSU goals) means shareholders need to trust the board's skill in setting appropriate, challenging targets.

🧠 The Analogy

Think of this proxy statement as a detailed report card and plan for a ship's voyage. The board of directors are the navigation officers—their experience and independence are crucial for steering the company. The executive compensation plan is the crew's incentive system—it's designed to reward them for reaching the destination (long-term growth) efficiently, not just for sailing a short distance quickly (short-term profits). As a shareholder, you're a passenger-voter, using this report to decide if you trust the current officers and their plan to continue the journey.

📇 Key Contacts & People

Kevin P. Holleran: President, Chief Executive Officer and Director
Stephen J. Felice: Chairman of the Board
For Shareholder Inquiries: Corporate Secretary, Hayward Holdings, Inc., 1415 Vantage Park Drive, Suite 400, Charlotte, North Carolina 28203
Investor Relations Website: investor.hayward.com

🧩 Final Takeaway

This is a standard, detailed proxy for a public company. Hayward is asking shareholders to re-elect three experienced directors, approve the pay package for top executives (which they argue is aligned with performance), and ratify their auditor. The board highlights its strong governance and focus on long-term strategy. Your vote is your tool to signal approval or disapproval of this direction.

Hayward Holdings, Inc. — DEF 14A Filing