SEC Form DEF 14A filed by Hayward Holdings Inc.

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A 

Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

Hayward Holdings, 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):

April 4, 2025

To the Stockholders of Hayward Holdings, Inc.:

You are cordially invited to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Hayward Holdings, Inc. (the “Company”), to be held virtually via live webcast on Thursday, May 22, 2025, at 8:00 a.m. Eastern Time. You can attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HAYW2025.

Our decision to hold the Annual Meeting virtually is driven by our commitment to enhancing accessibility and enabling attendance for all stockholders. This format not only reduces costs but also lessens the environmental footprint traditionally linked with physical meetings.

During the Annual Meeting you will be asked to (i) elect as directors the three nominees identified in the accompanying proxy statement to serve terms lasting until our 2028 annual meeting of stockholders and their successors are duly elected and qualified; (ii) approve, on an advisory basis, the compensation of our named executive officers; (iii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025; and (iv) transact such other business as may properly come before the Annual Meeting or any postponements, adjournments, or continuations thereof.

Your vote is important to us. Whether or not you plan to participate in the Annual Meeting, it is important that your shares be represented and voted. For your convenience, you can vote promptly and submit your proxy via the internet, by telephone, or by completing and mailing a proxy card. Instructions on how to vote are found in the “Q&A—How do I Vote” section of the Proxy Statement.

Lastly, I would like to acknowledge and thank Christopher Bertrand for his service and contributions to our Company as a member of our board of directors. Mr. Bertrand is not standing for reelection as a director at the end of his current term at the Annual Meeting. The Company has benefited from his experience and expertise, and we express our sincere appreciation for his leadership since he became a director in October 2020.

On behalf of the Company and the Board of Directors, we thank you for your continued support and investment in Hayward Holdings, Inc. We look forward to your participation in the Annual Meeting.

Sincerely,

Kevin P. Holleran

President, Chief Executive Officer and Director

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
	May 22, 2025			8:00 AM ET		Virtual meeting at www.virtualshareholdermeeting.com/HAYW2025
You can attend and participate in the 2025 annual meeting of stockholders of Hayward Holdings, Inc. (the “Annual Meeting”) online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HAYW2025. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card to access the Annual Meeting platform.
		MEETING AGENDA
1.    Elect three nominees identified in the accompanying proxy statement as Class I directors to serve terms lasting until our 2028 annual meeting of stockholders and their successors are duly elected and qualified. 2.    To approve, on an advisory basis, the compensation of our named executive officers; 3.    To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025; and 4.    To transact such other business as may properly come before the Annual Meeting or any postponements, adjournments, or continuations thereof.
		RECORD DATE
Our Board of Directors has fixed the close of business on March 24, 2025, as the record date (the “Record Date”) for the Annual Meeting. Only stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting. Each share of common stock that you own represents one vote for each of the matters to be acted upon at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
		MATERIALS FOR REVIEW
We are again electronically disseminating Annual Meeting materials to our stockholders, as permitted under the “Notice and Access” rules approved by the U.S. Securities and Exchange Commission. Stockholders will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred. We encourage you to review these materials in preparation for the Annual Meeting.
		WAYS TO VOTE
Stockholders may vote in advance of the Annual Meeting: ●     By internet at www.proxyvote.com ●     By toll-free telephone at 1-800-690-6903 ●     By completing and mailing your proxy card (if you received printed proxy materials) to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717   Voting at the Annual Meeting: ●     By attending the virtual meeting ●     If you previously voted, you may still vote online at the Annual Meeting   By order of the Board of Directors,   Susan M. Canning Senior Vice President, Chief Legal Officer and Corporate Secretary							YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, you are urged to vote and submit your proxy as soon as possible by following the voting procedures described in these proxy materials.

PROXY SUMMARY
You are receiving this proxy statement and the accompanying form of proxy in connection with the solicitation of proxies by the Board of Directors (our “Board of Directors” or “Board”) of Hayward Holdings, Inc., a Delaware corporation, for use at the 2025 annual meeting of stockholders (the “Annual Meeting”) and any postponements, adjournments, or continuations thereof. In this proxy statement, the terms “Hayward,” “the Company,” “we,” “us” and “our” refer to Hayward Holdings, Inc. “Fiscal Year 2024” refers to the year ended December 31, 2024. The mailing address of our principal executive offices is 1415 Vantage Park Drive, Suite 400, Charlotte, North Carolina 28203.   This Proxy Summary highlights information related to our Annual Meeting, corporate governance, executive compensation, and Fiscal Year 2024 financial performance. For more information about these topics, please see the more detailed sections of this proxy statement and our annual report to stockholders for Fiscal Year 2024 (the “2024 Annual Report”).
	THE ANNUAL MEETING
2025 Annual Meeting of the Stockholders Thursday, May 22, 2025 8:00 a.m. Eastern Time www.virtualshareholdermeeting.com/HAYW2025   Record Date: March 24, 2025   For more information about how to vote on the proposals and attend and participate in the Virtual Annual Meeting, see “Questions and Answers About the Proxy Materials and Our Annual Meeting” in this proxy statement.
	VOTING MATTERS AND BOARD OF DIRECTORS RECOMMENDATIONS

Stockholders will also transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

On April 4, 2025, proxy materials or a Notice of Internet Availability for the Annual Meeting (the “Notice”) were first made available on the internet at www.proxyvote.com and mailed to our stockholders.

OVERVIEW OF HAYWARD FOR 2024

* For nominated and continuing directors

OVERVIEW OF 2024 EXECUTIVE COMPENSATION

Our Named Executive Officers (“NEOs”)

Our Compensation Philosophy and Key Practices

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

Our Key Executive Compensation Elements and Mix

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

The information provided in the “questions and answers” format below is for your convenience only and summarizes certain of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

WHY ARE YOU HOLDING A VIRTUAL ANNUAL MEETING AND HOW CAN STOCKHOLDERS ATTEND?

We will be hosting the Annual Meeting via live webcast only. We believe hosting our Annual Meeting virtually helps to expand access, facilitate stockholder attendance, reduce costs, and enable improved communication. It also reduces the environmental impact of our Annual Meeting. To participate in our virtual Annual Meeting, visit www.virtualshareholdermeeting.com/HAYW2025 with your 16-digit control number included in the Notice if you are a stockholder of record of shares of common stock (or on your proxy card if you are a stockholder of record and requested paper copies of the Annual Meeting materials), or included with your voting instructions received from your broker, bank, or other nominee if you are a street name stockholder, as described below.

The Annual Meeting live webcast will begin promptly at 8:00 a.m., Eastern Time, on Thursday, May 22, 2025. Stockholders may vote and submit questions while attending the meeting online. We encourage you to join the meeting prior to the start time. Online check-in will begin at 7:45 a.m., Eastern Time. Participants should allow plenty of time to log in and confirm that they can hear streaming audio prior to the start of the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number: 844-986-0822 (U.S.) or +1-303-562-9302 (international).

WHAT MATTERS AM I VOTING ON AND HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?

Other than the items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. You may be asked to consider any other business that properly comes before the Annual Meeting.

WHO IS ENTITLED TO VOTE?

Holders of our common stock, par value $0.001 (our “common stock”), as of the close of business on the Record Date will be entitled to one vote for each share of our common stock held by them on the Record Date with respect to all matters to be acted upon at the Annual Meeting. As of the Record Date, there were 216,189,708 shares of our common stock outstanding and entitled to be voted at the Annual Meeting, which does not include 28,666,369 shares held by the Company in treasury.

WHO ARE STOCKHOLDERS OF RECORD?

If shares of our common stock are registered directly in your name with our transfer agent Equiniti Trust Company, LLC, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy and indicate your voting choices directly to the individuals listed on the proxy card or to vote virtually at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

WHO ARE STREET NAME STOCKHOLDERS?

If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares in the manner provided in the voting instructions you receive from your broker, bank or other nominee. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Street name stockholders are also invited to attend the virtual Annual Meeting. However, because a street name stockholder is not the stockholder of record, you may not vote your shares of our common stock virtually at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

HOW MANY VOTES ARE NEEDED FOR APPROVAL OF EACH PROPOSAL?

Voting results will be tabulated and certified by the inspector of election appointed for the Annual Meeting.

WHAT IS A QUORUM?

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting and conduct business under our bylaws and Delaware law. The presence in person (by means of remote communication) or represented by proxy of the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote on a matter at the Annual Meeting will constitute a quorum for that matter at the Annual Meeting. Abstentions and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

HOW DO I VOTE?

If you are a stockholder of record, there are four ways to vote:

Voting via the internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. Voting early will help avoid additional solicitation costs and will not prevent you from voting electronically during the Annual Meeting if you wish to do so.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. As discussed above, if you are a street name stockholder, you may not vote your shares electronically at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

CAN I CHANGE OR REVOKE MY VOTE?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time by:

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

WHAT IS THE EFFECT OF GIVING A PROXY?

Proxies are solicited by and on behalf of our Board of Directors. Kevin Holleran (our President and Chief Executive Officer) and Susan Canning (our Senior Vice President, Chief Legal Officer and Corporate Secretary) have been designated as proxy holders by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of the Board as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is postponed, adjourned or continued, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS?

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this proxy statement and our 2024 Annual Report, primarily via the Internet. The Notice containing instructions on how to access this proxy statement and our 2024 Annual Report is first being mailed on or about April 4, 2025 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and the cost of our Annual Meeting.

HOW ARE PROXIES SOLICITED FOR THE ANNUAL MEETING?

The Company is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers, banks and other nominees for reasonable expenses that they incur in sending the Notice and our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

HOW MAY MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES IF I FAIL TO PROVIDE TIMELY DIRECTIONS?

Brokers, banks and other nominees holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on the proposal to ratify the appointment of PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2025. Absent direction from you, your broker, bank or other nominee will not have discretion to vote on the election of directors or the stockholder advisory vote to approve the compensation of the NEOs. If the broker, bank or other nominee that holds your shares in street name returns a proxy card without voting on a non-routine proposal because it did not receive voting instructions from you on that proposal, this is referred to as a “broker non-vote.” Broker non-votes are considered in determining whether a quorum exists at the Annual Meeting. The effect of broker non-votes on the outcome of each proposal to be voted on at the Annual Meeting is explained above.

WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

I SHARE AN ADDRESS WITH ANOTHER STOCKHOLDER, AND WE RECEIVED ONLY ONE PAPER COPY OF THE PROXY MATERIALS. HOW MAY I OBTAIN AN ADDITIONAL COPY OF THE PROXY MATERIALS?

The rules promulgated by the SEC permit companies, brokers, banks or other intermediaries to deliver a single copy of proxy materials, or, where applicable, the Notice, to households at which two or more stockholders reside. Each stockholder, however, still receives a separate proxy card if he or she receives paper copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources. Stockholders sharing an address who have been previously notified by their broker, bank or other nominee and have consented to householding will receive only one copy of our proxy statement and Annual Report or Notice. If you would like to opt out of this practice for future mailings and receive a separate proxy statement and annual report to stockholders or Notice for each stockholder sharing the same address, please contact your broker, bank or other nominee.

You may also obtain a separate proxy statement or Annual Report or Notice without charge by sending a written request to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or by calling Broadridge’s Householding Department at 866-540-7095. Additional copies of the proxy statement or Annual Report or Notice will be sent promptly upon receipt of such request. Stockholders sharing an address that are receiving multiple copies of the proxy statement or Annual Report or Notice can request delivery of a single copy of future proxy statements or annual reports or Notices of Internet Availability of Proxy Materials by contacting their broker, bank or other nominee or sending a written request to Broadridge Householding Department at the address above or by calling 866-540-7095.

WHAT IS THE DEADLINE TO PROPOSE STOCKHOLDER ACTIONS AND DIRECTOR NOMINATIONS FOR CONSIDERATION AT NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

Rule 14a-8 Stockholder Proposals

As prescribed by Rule 14a-8 under the Exchange Act, qualifying stockholders may present proper proposals for inclusion in our proxy statement for consideration at next year’s annual meeting of stockholders. For a Rule 14a-8 stockholder proposal to be timely and considered for inclusion in our proxy statement for our 2026 annual meeting of stockholders, the proposal must comply with all applicable requirements of Rule 14a-8, including with respect to ownership of our common stock, and our Corporate Secretary must receive the written proposal at our principal executive offices by the deadline prescribed by Rule 14a-8 under the Exchange Act. Provided that the 2026 annual meeting of stockholders is not held more than 30 days from the first anniversary of the Annual Meeting, the applicable deadline will be December 5, 2025. Stockholder proposals should be addressed to: Hayward Holdings, Inc., Attention: Corporate Secretary, at the mailing address of our principal executive offices.

If a stockholder who has notified us of his, her or its intention to present a Rule 14a-8 stockholder proposal at an annual meeting does not appear and a qualified representative of that stockholder does not appear to present his, her or its proposal at such annual meeting, such proposal shall be disregarded, and we are not required to present the proposal for a vote at such annual meeting.

Advance Notice Stockholder Proposals

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proper proposal, including director nominations, before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Any such advance notice stockholder proposal, including director nominations, must comply with all of the requirements set forth in our certificate of incorporation, our bylaws and applicable laws, rules and regulations. Our bylaws provide that, for business to be properly brought before an annual meeting by a stockholder, among other requirements specified therein, (i) the stockholder must be a stockholder of record at the time of the giving of the notice and at the time of the meeting, (ii) the stockholder must be entitled to vote at, and must be present at, the meeting, (iii) the business must be a proper matter for stockholder action and (iv) the stockholder must give timely written notice to our Corporate Secretary, and the notice must contain the information specified in our bylaws. For an advance notice stockholder proposal, including director nominations, to be timely for our 2026 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices at the address listed above:

In the event that we hold our 2026 annual meeting of stockholders more than 30 days before or after the one-year anniversary of the Annual Meeting, notice of an advance notice stockholder proposal must be received on or before ten days after the day on which the date of the 2026 annual meeting is first disclosed in a public announcement.

If a stockholder who has notified us of his, her or its intention to present an advance notice stockholder proposal, including director nominations, at an annual meeting does not appear and a qualified representative of that stockholder does not appear to present his, her or its proposal at such annual meeting, such proposal shall be disregarded and we are not required to present the proposal for a vote at such annual meeting, notwithstanding that proxies in respect of such vote may have been received by us.

You are advised to review our bylaws, which contain additional requirements regarding advance notice stockholder proposals, including director nominations.

In addition to satisfying the foregoing requirements under the Company’s bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

In connection with our solicitation of proxies for our 2026 annual meeting of stockholders, we intend to file a proxy statement and white proxy card with the SEC. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.

HOW CAN I ACCESS THE BYLAWS?

A copy of our amended bylaws is available via the SEC’s website at www.sec.gov. as Exhibit 3.1 to our Current Report on Form 8-K filed on January 13, 2023. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

BOARD OF DIRECTORS

BOARD OF DIRECTORS COMPOSITION

We are managed under the direction of our Board, which is currently composed of ten members. The authorized number of directors comprising our Board may not be less than three or more than fifteen, with the actual number to be fixed from time to time by resolution of our Board, subject to the terms of our certificate of incorporation and bylaws. The general expectation is that the Board will consist of approximately nine directors, although the Board will periodically review the appropriate size of the Board and mix of directors serving on the Board. Effective as of the commencement of the Annual Meeting, the size of our Board will be reduced to nine members and the size of Class I will be reduced to three directors.

Our certificate of incorporation provides for a Board comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Generally, only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our certificate of incorporation also provides that the number of directors serving in the three classes is to be as nearly equal as possible. At the 2024 annual meeting of stockholders, we rebalanced the classes of directors, achieving an equal distribution of directors among classes. Our three director classes of Board are comprised as follows:

Our directors’ comprehensive set of skills and variety of backgrounds are designed to enable effective oversight of our business strategy and our corporate governance practices. Our continuing directors and nominees consist of individuals with a range of backgrounds, perspectives, skills and experiences. The average tenure for our continuing directors and nominees is approximately 4.9 years.

INFORMATION REGARDING DIRECTORS AND NOMINEES

The following table sets forth the names, ages, and certain other information for each nominee for election as a director at the Annual Meeting, for each member of our Board whose term expires at the Annual Meeting and for each of the continuing members of our Board. Full biographical information of the nominees and continuing directors follows the table.

(1)  Ages shown are as of April 4, 2025

NOMINEES FOR DIRECTOR

CONTINUING DIRECTORS

Class III Continuing Directors with Terms Expiring in 2027

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Our Board of Directors is currently composed of ten members. In accordance with our certificate of incorporation, our Board is divided into three classes of directors. At the Annual Meeting, three Class I directors will be elected for a three-year term to succeed the Class I directors to serve terms lasting until our 2028 annual meeting of stockholders and their successors are duly elected and qualified. Christopher Bertrand, a Class I director, is not being nominated for re-election. Effective as of the commencement of the Annual Meeting, the size of our Board will be reduced to nine members and the size of Class I will be reduced to three directors. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, disqualification, or removal.

NOMINEES

Our nominating and corporate governance committee has recommended, and our Board has approved Ronald Keating, Lawrence Silber and Edward Ward as nominees for election as Class I directors at the Annual Meeting. If elected, each of Mr. Keating, Mr. Silber and Mr. Ward will serve as Class I directors to serve terms lasting until our 2028 annual meeting of stockholders and their successors are duly elected and qualified, or until their earlier death, resignation, disqualification or removal. Each of the nominees is currently on the Board and has agreed to serve if elected. For information concerning the nominees, please see ‘‘Board of Directors—Nominees for Director.’’ Mr. Keating joined our Board on March 20, 2025 and was recommended to the nominating and corporate governance committee by our Chief Executive Officer.

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of each of Mr. Keating, Mr. Silber and Mr. Ward as described above. In the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our Board to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee will not vote your shares on this matter.

VOTE REQUIRED: RECOMMENDATION OF THE BOARD OF DIRECTORS

Our certificate of incorporation and bylaws state that, to be elected, a nominee must receive a plurality of the votes cast, which means that the individuals who receive the highest number of votes cast “FOR” are elected as directors. Broker non-votes will have no effect on this proposal. Our Corporate Governance Guidelines further state that, in the event of an uncontested director election (such as this director election), where the votes “WITHHELD” from a director nominee’s election exceed the votes cast “FOR” that nominee’s election, such nominee shall be required to submit his or her resignation to the Board for its consideration. The Board will then have the opportunity to determine whether to accept or reject such tendered resignation.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF
RONALD KEATING, LAWRENCE SILBER AND EDWARD WARD AS CLASS I DIRECTORS TO SERVE TERMS LASTING UNTIL OUR 2028 ANNUAL MEETING OF STOCKHOLDERS AND THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE OVERVIEW AND FISCAL YEAR 2024 HIGHLIGHTS

We are committed to operating with integrity and accountability. Our corporate governance policies set clear expectations and responsibilities for our leaders, employees and business partners to enable us to conduct our operations in a manner that is consistent with the highest standards of business ethics and accountability, as well as promote long-term value creation for our stockholders. Highlights of our corporate governance practices include the following:

In alignment with our core value of always striving to be better today than yesterday, we are committed to building on our strengths and improving how we measure and monitor our progress on our sustainability-related initiatives. Our Board oversees corporate social responsibility and sustainability, including sustainability-related strategies, policies and disclosures, see “Corporate Governance—Role of the Board in Sustainability and Corporate Social Responsibility Oversight” below.

SUSTAINABILITY AT HAYWARD

We believe that creating stockholder value requires embedding sustainability throughout our business operations and within our culture. Hayward is distinctly positioned to play a pivotal role in the broader health and well-being space. By aligning our products, services and innovations with public health goals, we can meet the growing demand for well-being solutions. For a century, Hayward has served our communities and we continue to lead the way, offering pool owners connected technology to enable smart pool management, nonchemical forms of water sanitization and more energy-efficient products. We believe that water is a platform for enhancing public health, building resilient communities, and strengthening the economy.

2024 Sustainability Highlights

Our Sustainability framework, established following our inaugural assessment in 2021, sets the foundation for our principle-based approach to integrating these values across our business. Guiding our strategy and the implementation of sustainability initiatives are our four pillars: Products, Planet, People and Principles. Championing our core sustainability values, we are committed to providing innovative and environmentally sustainable products, upholding responsible manufacturing practices, fostering a safe and inclusive workplace and maintaining strong governance and compliance practices.

●    Received the 2024 ENERGY STAR® Partner of the Year Award from the U.S. Environmental Protection Agency (EPA) and the U.S. Department of Energy   ●    More than 60% of eligible North American products, by revenue, met ENERGY STAR® criteria	●    Published Conflict Minerals Report, filed with the SEC in a Form SD, as part of our ongoing supply chain analysis to understand potential risks and establish supply chain transparency   ●    Continued focus on reducing energy and water consumption in our manufacturing facilities through targeted sustainability projects	●    Conducted our third annual global employee engagement survey, achieving 80% participation from our global workforce ●    Launched Employee Stock Purchase Program to eligible U.S. employees, providing meaningful opportunities to invest in Hayward’s future success while building personal wealth	●   Required all employees to understand and commit to comply with the Business Ethics and Code of Conduct Policy and Whistleblower Policy   ●    Conducted ongoing compliance training, adhering to a company-wide training curriculum on compliance, safety, human resources and information technology

Building on our sustainability framework, we are currently in the process of refining our data collection processes and setting goals for our priority sustainability topics. We are committed to establishing specific, measurable, achievable, relevant and time-bound goals despite the challenges that we may encounter throughout the process. The goals we establish will be instrumental in helping us reduce environmental impact while creating long-term value for our stockholders, customers, employees and the communities in which we operate.

In 2024, we ranked in the top quartile industry ranking for ESG performance by Morningstar Sustainalytics, a leading ESG research, ratings and data firm. To enable good governance, our sustainability strategy is governed by our Board through the nominating and corporate governance committee. We are committed to transparency and communications with our stakeholders.

BOARD LEADERSHIP

Our Board is responsible for the oversight of our business affairs. In executing this responsibility, our Board establishes corporate policies, sets strategic direction and oversees management. Our Board has not adopted a formal policy with respect to the separation of the offices of Chief Executive Officer and Chairperson of the Board. Under our Corporate Governance Guidelines, our Board believes that rather than having a rigid policy, our Board should determine, as and when appropriate upon consideration of all relevant factors and circumstances, whether the two offices should be separated. Currently, our leadership structure separates the offices of Chief Executive Officer and Chairperson of the Board, with Mr. Holleran serving as our Chief Executive Officer and Mr. Felice serving as non-executive Chairperson of the Board. We believe this is appropriate as it provides Mr. Holleran with the ability to focus on our day-to-day operations, while Mr. Felice focuses on the oversight by our Board.

DIRECTOR INDEPENDENCE

Each of our audit committee, compensation committee and nominating and corporate governance committee of our Board is composed entirely of independent directors within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). Under these standards, a director will qualify as “independent” only if our Board affirmatively determines that he or she has no material relationship with us, either directly or as a partner, stockholder, or officer of an organization that has a relationship with us. The fact that a director may own our capital stock is not, by itself, considered a material relationship.

Based on information provided by each director concerning his or her background, employment and affiliations, our Board has affirmatively determined that each of our directors who served in Fiscal Year 2024, director nominees and continuing directors, other than Mr. Holleran, is independent in accordance with the NYSE rules and our Corporate Governance Guidelines. In making such 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.

In addition, our Board has determined that Ms. Dayhoff, Mr. Soucy and Ms. Walker each satisfy the additional independence requirements for audit committee members under the listing standards of the NYSE and Rule 10A-3 of the Exchange Act. The Board also determined that Ms. Dayhoff, Mr. Soucy and Ms. Walker are audit committee “financial experts” as defined under SEC rules. All members of the audit committee can read and understand fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate. Further, our Board has determined that each of the members of our compensation committee meets the additional independence criteria for membership on a compensation committee under NYSE rules.

MEETINGS OF THE BOARD OF DIRECTORS

Our Board held five meetings (including regularly scheduled and special meetings) during Fiscal Year 2024. Each director serving on the Board in Fiscal Year 2024 attended more than 75% of the aggregate of the meetings of the Board and of meetings held by all committees of the board on which such director served during Fiscal Year 2024. Our non-employee directors met by themselves, without management present, periodically throughout Fiscal Year 2024. Mr. Felice, the non-executive Chairperson of the Board, presides at all meetings of non-management directors. Although we have no policy with respect to director attendance of annual meetings of stockholders, directors are encouraged to attend. All of our directors who were serving on the Board during Fiscal Year 2024 attended the 2024 annual meeting of stockholders.

BOARD COMMITTEES

Our Board has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. A copy of each of the three standing committee’s charter is posted on the investor relations—governance section of our website, investor.hayward.com. In addition, from time to time, our Board may establish other committees to facilitate the management of our business or to address particular matters as they arise. Members serve on committees until their resignation or until otherwise determined by our Board. Committee membership presented in this proxy statement is as of December 31, 2024.

MEMBERSHIP AND FUNCTIONS OF THE COMMITTEES OF THE BOARD

Our audit committee’s responsibilities include, among other things:

Each member of our audit committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Our Board has determined that each of Ms. Dayhoff, Mr. Soucy and Ms. Walker is an “audit committee financial expert” as such term is defined under the SEC rules.

Our compensation committee’s responsibilities include, among other things:

On March 20, 2025, Ronald Keating joined the compensation committee. All the members of the compensation committee, including Mr. Keating, have been determined by the Board to be “independent” under NYSE rules.

Our nominating and corporate governance committee’s responsibilities include, among other things:

All the members of the nominating and corporate governance committee have been determined by the Board to be “independent” under NYSE rules.

CORPORATE GOVERNANCE GUIDELINES

Our Board has adopted Corporate Governance Guidelines, which are designed to assist our Board in performing its duties. These guidelines provide general guidance to our Board with a view to maintaining a strong and effective working relationship among the board members and as between our Board and management. The goal of these guidelines is to reflect current governance practices for our Board and to enhance the ability of our Board and management to guide the Company in its continuing growth and success. Our Corporate Governance Guidelines may be amended by our Board at any time. A copy of our Corporate Governance Guidelines is available under the investor relations—governance section of our website, investor.hayward.com.

Our Corporate Governance Guidelines address items such as:

IDENTIFICATION AND EVALUATION OF NOMINEES FOR DIRECTORS, BOARD CHARACTERISTICS

The nominating and corporate governance committee considers candidates for director from a variety of sources, including candidates who are recommended by other Board members and by management. The nominating and corporate governance committee also considers candidates for director recommended by stockholders who submit such recommendations in writing to our Corporate Secretary and evaluates director candidates recommended by stockholders in the same way it evaluates candidates recommended by the other sources referenced above.

In accordance with our Corporate Governance Guidelines, the nominating and corporate governance committee identifies and considers candidates based on how they may contribute to the range of skills, qualifications, experiences, perspectives and backgrounds of the Board, among other attributes. Among other things, the Board has determined that it is important to have directors with the following skills and experiences: leadership experience, as directors with experience in significant leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others; knowledge of the Company’s industry, which is relevant to understanding the Company’s business and strategy; operations experience, as it gives directors a practical understanding of developing, implementing and assessing the Company’s business strategy and operating plan; risk management experience, which is relevant to oversight of the risks facing the Company’s business; financial/accounting experience, particularly knowledge of finance and financial reporting processes, which is relevant to understanding and evaluating the Company’s capital structure, financial statements and reporting requirements; and strategic planning experience, which is relevant to the Board’s review of the Company’s strategies and monitoring their implementation and results.

The nominating and corporate governance committee has also committed to nominating individuals with these attributes in any pool of candidates from which director nominees are chosen. The Board also confirms that our policy of non-discrimination applies in the selection of directors.

SUMMARY OF DIRECTOR SKILLS, COMPETENCIES AND ATTRIBUTES

A summary of Board governance considerations and each continuing director’s and nominee’s relevant experience and skills follows:

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of our executive officers currently serve, or in the past fiscal year have served, as a member of the Board or compensation committee of any entity that has one or more executive officers serving on our Board or compensation committee. None of the members of the compensation committee are, nor have ever been, an officer or employee of the Company, except for Mr. Silber, who served as the chief operating officer of the Company from 2008 to 2012.

CODE OF ETHICS FOR SENIOR EXECUTIVE AND FINANCIAL OFFICERS AND BUSINESS CONDUCT POLICY

We have adopted a Code of Ethics for Senior Executive and Financial Officers applicable to our Chief Executive Officer, Chief Financial Officer, other NEOs, Treasurer and Corporate Controller and any persons performing similar functions. We intend to disclose future amendments to certain provisions of our Code of Ethics for Senior Executive and Financial Officers, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or other persons performing similar functions on our website. A copy of our Code of Ethics for Senior Executive and Financial Officers is available under the investor relations—governance section of our website, investor.hayward.com.

Our Code of Ethics for Senior Executive and Financial Officers addresses items such as:

We have also adopted a Business Ethics and Code of Conduct Policy applicable to our directors, officers, and all of our employees. A copy of our Business Ethics and Code of Conduct Policy is available under the investor relations—governance section of our website, investor.hayward.com.

Our Business Ethics and Code of Conduct Policy addresses items such as:

RELATED-PARTY TRANSACTION POLICY

We have adopted a written policy with respect to the review, approval and ratification of related-party transactions. Under the policy, the audit committee is responsible for reviewing and approving related-party transactions. The policy applies to transactions, arrangements and relationships (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which the aggregate amount involved exceeds, or may be expected to exceed, $120,000 with respect to any fiscal year, and where we (or one of our subsidiaries) are a participant and in which a related-party has or will have a direct or indirect material interest. In the event a proposed related-party transaction is expected to be less than $500,000, the chairperson of the audit committee has the authority to pre-approve or ratify the transaction. In the course of reviewing potential related-party transactions, the audit committee considers, among other factors it deems appropriate, whether the related-party transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related-person’s interest in the transaction. In addition, the Board has reviewed and designated certain types of related-party transactions that will be deemed pre-approved by the audit committee: certain employment arrangements with executive officers if the related compensation is required to be reported in the Company’s proxy statement; director compensation arrangements if such compensation is required to be reported in the Company’s proxy statement; certain transactions with other companies where the related-party’s only relationship is as a director of that company, beneficial owner of less than 10% of that company’s equity securities or limited partner with a less than 10% interest; certain transactions where all stockholders receive proportional benefits; transactions involving competitive bids; certain regulated transactions; and certain banking-related transactions.

ROLE OF THE BOARD IN RISK OVERSIGHT

Management is responsible for the day-to-day mitigation of the risks facing our company, and our Board has responsibility for the oversight of risk management. While our Board has primary responsibility for overseeing risk management, our Board also delegates certain oversight responsibilities to its committees. Our compensation committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements, taking into account whether such rewards and incentives encourage undue or inappropriate risk taking by such personnel. Our audit committee oversees our major financial risk exposures and reviews the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. Our audit committee also oversees the integrity of the Company’s information technology systems, processes and data, and periodically (but no less than annually) reviews and assesses with management and the internal auditor (or other personnel responsible for the internal audit function), the adequacy of security for the Company’s information technology systems, processes and data, including cybersecurity matters, and the Company’s contingency plans in the event of a breakdown or security breach affecting the Company’s information technology systems, processes and data or the information technology systems, processes and data of the Company’s clients. Our nominating and corporate governance committee oversees management of risks associated with director independence, conflicts of interest, composition and organization of our Board, director succession planning, and corporate governance and sustainability, discussed further below.

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board keeps itself regularly informed regarding such risks through committee reports and otherwise. In particular, throughout Fiscal Year 2024 and currently, our Board regularly received and continues to receive updates from management on the uncertain macroeconomic environment and the impact of adverse weather conditions, natural disasters, tariffs and other trade restrictions, and geopolitical conflicts on our business, our employees and our suppliers and customers, among other risks facing the Company.

ROLE OF THE BOARD IN SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY OVERSIGHT

The Company’s Board and its committees play an important role in overseeing our sustainability programs and policies. The nominating and corporate governance committee is specifically assigned responsibility to oversee these priorities, risks, and opportunities to guide related programming and procedures within its established charter. The nominating and corporate governance committee has additional responsibilities associated with the review of the Company’s corporate governance guidelines on an annual basis, or more frequently if appropriate, and recommends changes as necessary. The nominating and corporate governance committee charter expresses the Company’s commitment to promote a diverse set of candidates for the Board, while considering all such candidates for director on the basis of their skills, qualifications and experience.

All of the board committees are accountable for various components of sustainability through the responsibilities assigned in their respective charters. The audit committee has specific accountability for ethics and compliance, and oversees the Company’s ethics and compliance functions, including the Company’s Code of Ethics for Senior Executive and Financial Officers and other procedures established by the Company with regard to ethical behavior, avoidance of conflicts of interest, and other related matters. In addition, the audit committee oversees the integrity of the Company’s information technology systems, processes and data and periodically (but no less than annually), at its discretion, reviews, and assesses with management and the internal auditor (or other personnel responsible for the internal audit function), the adequacy of security for the Company’s information technology systems, processes and data and the Company’s contingency plans in the event of a breakdown or security breach affecting the Company’s information technology systems, processes and data or the information technology systems, processes, and data of the Company’s clients. The compensation committee supports our human capital management objectives through their oversight of the compensation and benefits of the Company’s officers, employees and directors, assessing the adequacy of the Company’s compensation principles and philosophy and administering the Company’s compensation, benefit and equity-based plans by exercising its rights and responsibilities as specified in its charter. The compensation committee is also responsible for reviewing and establishing the Company’s overall compensation strategy, including base salary, incentive compensation, and equity-based grants, to provide for appropriate rewards and incentives for the Company’s management and employees.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Although we do not have a formal policy regarding communications with our Board, stockholders, employees and others who are interested in communicating with our Board may do so by writing to us at Hayward Holdings, Inc., Attn: Corporate Secretary, 1415 Vantage Park Drive, Suite 400, Charlotte, North Carolina 28203. The Corporate Secretary will forward to the Chairperson of the Board and such other board members as may be deemed appropriate any such communication, provided that such communication addresses a legitimate business issue.

NON-EMPLOYEE DIRECTOR COMPENSATION

Fiscal Year 2024 Director Compensation Table

The following table sets forth information regarding the compensation earned for service on our Board, during the year ended December 31, 2024, by the directors who were not also named executive officers. Mr. Holleran did not receive any additional compensation for his service on the Board during the year ended December 31, 2024. Mr. Holleran’s compensation for the year ended December 31, 2024, is set forth under “Executive Compensation—Summary Compensation Table.” Mr. Keating does not appear in the table as he was appointed as a director in March 2025.

Prior to January 1st of any year, a covered non-employee director may elect to receive his or her annual cash retainer in the form of restricted stock units (“RSUs”) that vest on December 31st of that year (or such other date as determined by the Board or compensation committee), subject to continued service as a director through the vesting date. The amount of RSUs a director who makes such an election receives is equal to the cash value of his or her retainer divided by the closing share price on the date of the grant.

Director Compensation Program

In connection with our IPO, our Board adopted a non-employee director compensation policy. The non-employee director compensation policy includes an annual cash retainer and an annual grant of RSUs. Effective May 30, 2024, the policy was revised for the first time since its adoption to better align with our compensation peer group median.

Annual Cash Retainer

Prior to the May 30, 2024 revision, each covered non-employee director received an annual cash retainer for service to our Board and an additional annual cash retainer for service on any committee of our Board or for serving as the chairperson of our Board or any of its committees, in each case, prorated for partial years of service, as follows:

* Paid in lieu of the applicable board or committee member cash retainer for any board or committee chairperson, as applicable.

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

For Fiscal Year 2024, the non-employee directors received payment under the legacy policy for service from January 1, 2024 through May 30, 2024 and under the revised policy for service from May 31, 2024 through December 31, 2024 on a pro rata basis.

In addition, non-employee directors who were members of any special committee in 2024 were entitled to a fee of $2,500 for each special committee meeting. However, no special committee meetings were held in 2024.

Annual RSU Grant

In addition, in accordance with the revised non-employee director compensation policy, in Fiscal Year 2024, each covered non-employee director was granted RSUs having a grant date fair value, determined in accordance with ASC Topic 718 (or any successor provision), of $130,000 for members of the Board or $205,000 for the chairperson of the Board (in each case, a $5,000 grant date fair value increase from the prior policy). Such RSUs will vest on the earlier of the first anniversary of the grant date and the date of the 2026 annual meeting of stockholders, generally subject to the non-employee director’s continued service, through the applicable vesting date.

Additional Information

Each non-employee director is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board and any committee on which he or she serves. In addition, to encourage hands-on experience with Hayward products by our directors, the Company maintains a Hayward Products Valuation and Marketing Policy pursuant to which Hayward directors and executive officers may receive Hayward pool products for personal use at no cost to the director or executive officer. No director received $10,000 or more of Hayward products under this policy in Fiscal Year 2024.

Our non-employee directors are required to hold shares of our common stock with a value equal to five times the amount of the annual cash retainer paid to such director for service on the board (excluding any additional cash retainers paid to a director for service as a member of a board committee, as chairperson of the board or as chairperson of a committee). Directors are required to achieve the applicable level of ownership within five years of the later of the date the ownership guidelines were adopted, February 10, 2021, or the date such person became a director, as applicable. See “Executive Compensation—Stock Ownership Guidelines” for additional information on these guidelines.

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTS

In addition to the indemnification and advancement of expenses required in our certificate of incorporation and bylaws, we have entered into indemnification agreements with each of our current directors and executive officers. These agreements provide for the indemnification of, and the advancement of expenses to, such persons for all reasonable expenses and liabilities, including attorneys’ fees, judgments, fines and settlement amounts, incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity. For additional information, please see “Related-Party Transactions—Arrangements with our Directors and Officers.”

INSTITUTIONAL INVESTOR OUTREACH

This year we continued our stockholder outreach program as an enhancement to our corporate governance practices. We sought investor feedback to help us determine areas where we are performing well and areas for potential improvement. We solicited feedback on a variety of key topics, including our corporate governance, executive compensation, sustainability initiatives and other related issues. During 2024, we sought feedback from investors representing approximately 80% of our outstanding shares and engaged with seven global institutional investors.

PROPOSAL NO. 2
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

(“SAY-ON-PAY”)

The Board of Directors is providing stockholders the opportunity to cast an advisory vote on the compensation of our NEOs pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to endorse or not endorse our executive compensation programs and policies and the compensation paid to our NEOs. We currently hold annual “Say-on-Pay” votes. The Board values the opinions of the Company’s stockholders as expressed through their votes and other communications. To provide this opportunity to our stockholders, we will present the following resolution to the stockholders at the Annual Meeting:

“Resolved, that the stockholders hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed, pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, in the Company’s proxy statement for the 2025 annual meeting of stockholders.”

This Say-on-Pay vote is advisory, meaning that it is not binding on the compensation committee or the Board. This vote will not affect any compensation already paid or awarded to any named executive officer, nor will it change any decisions the Board has made. Nonetheless, the compensation committee and the Board will review and carefully consider the outcome of this advisory vote when making future decisions regarding our executive compensation programs and policies.

We design our executive compensation programs to attract and retain top executive talent, while aligning our compensation with our corporate and financial objectives, and the long-term interests of our stockholders. Stockholders are encouraged to read the Compensation Discussion & Analysis (“CD&A”) section of this proxy statement. In the CD&A, we describe our compensation programs, including the underlying philosophy and strategy, the individual elements of compensation, and how our compensation plans are administered.

OVERVIEW OF OUR EXECUTIVE COMPENSATION PROGRAM

ADVISORY VOTE REQUIRED: APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS

The approval of named executive officer compensation, on an advisory basis, requires the affirmative vote of a majority of the votes cast on the matter affirmatively or negatively. Abstentions and broker non-votes will have no effect on this proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ADOPTION OF THE RESOLUTION APPROVING, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THIS PROXY STATEMENT. 

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis sets forth the Company’s philosophy and policies regarding executive compensation, the process that is used to set executive compensation within the Company, the elements of the executive compensation program, and the role of our compensation committee and the executive staff in setting executive compensation. In addition, this discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs as we build a program appropriate for our status as a public company while considering the current external environment. See the section titled “Cautionary Statement Regarding Forward-Looking Statements” of the 2024 Annual Report for a discussion of the risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.

In Fiscal Year 2024, our NEOs and their positions were as follows:

The following discussion and analysis contains statements regarding individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of the Company’s compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. The Company specifically cautions investors not to apply these statements to other contexts.

COMPENSATION PHILOSOPHY AND OBJECTIVES

Our compensation philosophy is driven by the need to attract and retain top executive talent, while aligning our compensation with our corporate and financial objectives, and the long-term interests of our stockholders. We have provided compensation packages that we view as fair and competitive and that are designed to incentivize our executives to drive market-leading performance, relative to the Company’s peers, as our ability to meet and exceed our business goals depends on the skills and contributions of each executive. We also intend to maintain our commitment to strong corporate governance in connection with our named executive officer compensation arrangements.

Attract and Retain Top Executive Talent

Align Corporate and Financial Objectives

Align Long-Term Interests of Executives and Stockholders

Drive Market-Leading Performance

When setting target compensation for each of our executive officers, the compensation committee considers individual performance, experience and tenure. In evaluating the reasonableness and competitiveness of the executives’ target compensation, the compensation committee reviews compensation data for a peer group prepared by its independent executive compensation consultant. Certain members of our senior management team help prepare for and attend meetings where executive compensation, company performance targets, and competitive compensation levels and practices are discussed and evaluated. However, only the compensation committee members are allowed to vote on decisions regarding executive compensation. The compensation committee also receives recommendations from our Chief Executive Officer regarding the compensation of our other officers, including the other NEOs. Our Chief Executive Officer does not participate in the deliberations of the compensation committee and our board regarding his own compensation. Our compensation programs for our executives have historically been weighted towards rewarding both short and long-term performance incentives through a mix of cash and equity compensation, providing our executives with an opportunity to share in the appreciation of our business over time.

Our executive compensation program is designed to weight fixed compensation less heavily for our senior executives, such that there is a positive correlation between an executive’s seniority, role and responsibilities and the proportion of his or her compensation that is “at-risk.” Pay-for-performance is an integral component of our compensation program, and “at-risk” elements of our executive’s compensation make up a significant portion of our annual and long-term incentives. During Fiscal Year 2024, our equity awards program included performance stock units (“PSUs”) and time-based RSUs. The vesting of the PSUs is tied to adjusted EBITDA margin, gross profit margin, and return on gross invested capital. Additionally, the number of PSUs earned by a named executive officer may be increased or decreased up to 15% based on absolute total shareholder return. The terms of the PSUs are described in more detail below. The use of these metrics along with the absolute total shareholder return modifier over a three-year period further aligns the interests of our executives with the long-term interests of our stockholders.

The following charts highlight the allocation for Fiscal Year 2024 of base salary, annual incentive plan awards at the target performance level and equity awards at the target performance level for our Chief Executive Officer and for the other NEOs. The charts do not include “All Other Compensation” shown in the “Summary Compensation Table” or any one-time equity grants.

The Company has continued to utilize short- and long-term incentive compensation as key components of our compensation philosophy, including through the administration of our 2021 Plan (as defined below). We intend to continue our emphasis on “at-risk” compensation, using awards of Hayward equity, awards based on the achievement of specific performance objectives, awards with multi-year vesting schedules, or awards with combinations of these characteristics, in order to drive superior performance, incentivize long-term retention, and appropriately align the financial interests of our executive officers to our stockholders.

KEY COMPENSATION PRACTICES

The compensation for our NEOs generally consists of a base salary, annual cash bonuses, and equity awards.

We aim to establish base cash compensation at fair and reasonable levels in order to attract talent in a competitive market, with our compensation committee determining pay ranges in consultation with our human resources team and the independent compensation consultant using a combination of market data and business conditions, individual talent, relevant experience and performance, as factors in determining actual pay.

When designing our cash bonus program, we felt strongly that it should emphasize contributions towards Company annual financial and operational performance. We believe this underscored our commitment to maintain alignment between stockholders and our executives. In addition to the emphasis placed on the Company’s financial and operational performance, the compensation committee recognizes the need to reward outstanding efforts made during years with challenging macroeconomic headwinds. As such, the compensation committee has the authority to award discretionary bonuses and one-time retention equity awards under special circumstances. In Fiscal Year 2024, the compensation committee exercised its discretion with respect to one-time RSU awards to certain NEOs as discussed in more detail below under the heading “Executive Compensation—Elements of the Company’s Compensation Program—Equity Compensation—Awards Granted in 2024.”

Our 2021 Plan provides us with significant flexibility to grant various types of equity and incentive awards to remain competitive in the labor market and to attract, retain and motivate our executive leadership team.

While we have identified specific compensation objectives that each element of executive compensation program serves, our program is designed to be flexible and complementary and to collectively serve all the executive compensation objectives described above. Accordingly, we expect that we will continue to review and structure our executive compensation program to serve and reinforce each of our objectives, including emphasizing and rewarding exceptional performance, driving value creation for our stockholders, and utilizing best practices and sound governance.

The table below highlights our executive compensation program design and governance principles:

DETERMINATION OF EXECUTIVE COMPENSATION AND COMPENSATION PRACTICES

Our compensation committee is primarily responsible for overseeing our compensation strategy, utilizing, in general, the following resources and processes:

Our compensation committee uses compensation data from market survey data published by third parties and compensation data provided by Pearl Meyer for use as a general indicator of relevant market conditions and pay practices and as a broader reference point when determining compensation for our executive officers.

In addition to survey and benchmarking information derived from our peer group (as described below), other important factors that drive compensation decisions include individual qualifications and expertise, responsibilities, particular industry and market conditions and complexity of the position. More specifically, our compensation committee considers the performance of the Company’s NEOs, the individual’s historical compensation and any retention concerns, and the Chief Executive Officer’s recommendations (in the case of NEOs other than the Chief Executive Officer), before determining the compensation arrangement for each of them.

Our compensation committee also regularly reviews the Company’s compensation policies and practices to determine whether they encourage excessive risk-taking, reviews, and discusses at least annually the relationship between risk management policies and practices and compensation and evaluates compensation policies and practices that could mitigate any such risk. Our compensation committee has specifically evaluated the Company’s compensation structure and practices and concluded that they are not reasonably likely to have a material adverse effect on our business.

Peer Group Companies

Our compensation committee worked with Pearl Meyer to establish a compensation peer group to help enable our NEOs to receive fair and competitive pay relative to market standards.

Our peer group, which was used to inform Fiscal Year 2024 compensation, consisted of companies in similar industries (consisting of outdoor living-focused businesses, water-related businesses and heating, ventilation and air condition systems businesses), with comparable revenues and market capitalization and with which we compete for executive talent and business and investment capital. Maintaining a peer group that comprises companies similarly situated to us enables us to generally benchmark the total direct compensation of our NEOs at the market median. Accordingly, our peer group list is subject to change over time. As a result of its acquisition by Xylem, Inc., Evoqua Water Technologies Corp. was removed from our peer group for Fiscal Year 2024.

The peer group approved by the compensation committee for Fiscal Year 2024 for use in benchmarking compensation was as follows:

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

ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

We design the principal components of our executive compensation program to fulfill one or more of the principles and objectives described above. The following table summarizes the principal components and related performance criteria of our executive compensation program in Fiscal Year 2024:

For Fiscal Year 2024, the compensation of our NEOs generally consisted of:

These elements (and the amounts of compensation and benefits under each element) were selected because we believe they are necessary to help us attract and retain executive talent, which is fundamental to our success, reward executives based on performance and align executives with the interests of our stockholders.

Below is a more detailed summary of the current executive compensation program as it relates to our NEOs.

Base Salaries

Our NEOs receive a base salary to compensate them for the services they provide to our Company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

The following table sets forth the base salaries of our NEOs at the end of Fiscal Year 2024. For information regarding the salary earned by our NEOs in Fiscal Year 2024, see “Summary Compensation Table” below.

Bonus Compensation

Annual Incentive Plan

Pursuant to our go-forward compensation structure that aligned executive compensation to market and internal equity targets, the compensation committee approved the following bonus targets for our NEOs in Fiscal Year 2024:

The amount of incentive awards paid under our annual incentive plan is based on performance relative to threshold, target, and maximum performance levels set when the awards are made. When performance falls below the threshold, executives receive no payout. Payouts at a threshold level of performance are 40% of the target payout, payouts at a target level of performance are 100% of the target payout, and payouts at or above a maximum level of performance are at 200% of the target payout, with payouts for performance between these levels being interpolated. For Fiscal Year 2024, annual bonuses were based on previously determined factors that the compensation committee deemed appropriate, consisting of achievement of Company adjusted EBITDA, revenue (net sales), and cash conversion cycle. In calculating the bonus payouts, generally, performance relative to the adjusted EBITDA target was weighted as 70% of the total target performance, the revenue (net sales) target was weighted as 20% of the total target performance, and the cash conversion cycle target was weighted as 10% of the total target performance.

The compensation committee selected these performance measures because they are the critical measures we use internally in managing our businesses and, with respect to adjusted EBITDA, revenue, and cash conversion cycle, are measures of our profitability and the performance of our assets relative to our investment. The compensation committee believes that performance against these measures is a primary driver, over time, of the value of our company. The compensation committee believes that adjusted EBITDA, revenue, and cash conversion cycle are the most appropriate measures of the annual operating performance of our businesses. In selecting these performance measures, setting the performance goals and awarding the corresponding incentive opportunities, the compensation committee considered management’s recommendations. Consistent with past practice, the Fiscal Year 2024 adjusted EBITDA performance target was established early in the year. In establishing the adjusted EBITDA target at that time, the compensation committee considered macroeconomic challenges and uncertainty and high interest rates environment, which negatively influenced consumer demand and resulted in setting a lower target than the previous fiscal year.

Despite macroeconomic challenges faced by the pool industry, the Company achieved sales and earnings growth, margin expansion, and increased cash flow generation in Fiscal Year 2024. Adjusted EBITDA increased by 12.2% to $277.4 million for the full Fiscal Year 2024, driven primarily by increased net sales and higher operating leverage. Adjusted EBITDA margin increased by 150 basis points to 26.4% for the full Fiscal Year 2024 compared to the prior fiscal year. In addition, Our cash conversion cycle for Fiscal Year 2024 improved from 171 days in the prior fiscal year to 154 days. For a reconciliation of Adjusted EBITDA to net income for Fiscal Years 2024 and 2023, see pages 48-49 of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.

The following table presents the 2024 performance goals set for the annual incentive plan. The table shows goals for threshold, target, and maximum performance levels, actual 2024 performance and the percentage of target payout achieved for each goal.

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

2025 Bonus Opportunities

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

Equity Compensation

A significant portion of each named executive officer’s compensation is in the form of equity compensation to create a strong alignment with the interests of stockholders. If the Company’s stock price declines, so does the value of the NEOs’ compensation, and vice versa.

Prior to the IPO, our Board adopted and our stockholders approved our Second Amended and Restated Hayward Holdings, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which provided for the grant of equity awards with respect to our common stock. In connection with our IPO, we adopted the Hayward Holdings, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). We believe using long-term incentive compensation provides our employees (including the NEOs) and other eligible service providers the opportunity to participate in the equity appreciation of our business, incentivizes them to work towards Hayward’s long-term performance goals and aligns their interests with the interests of our stockholders. We also believe that such awards function as a compelling incentive and retention tool.

Awards Granted in 2024

In Fiscal Year 2024, our NEOs received time-based RSUs and PSUs, which vest based on achievement of specified performance measures as described below. The target equity award mix for the CEO was 50% RSUs and 50% PSUs and for the other NEOs, the target equity award mix was 60% RSUs and 40% PSUs.

The following table summarizes the number of RSUs and PSUs at target level of performance for the Fiscal Year 2024 annual equity grants awarded to the NEOs. The table does not include one-time equity grants described below.

Performance-Based Stock Units

2022 PSU Awards

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

The target and vesting scale for these PSUs, and the earned level achieved, are shown in the following table:

2024 PSUs Awards

PSUs awarded in Fiscal Year 2024 are earned based on 40% adjusted EBITDA margin, 40% gross profit margin and 20% return on gross invested capital. The final payout is subject to an absolute total shareholder return (“TSR”) modifier. To recognize the macroeconomic uncertainty, driven by higher interest rates and an inflationary environment, at the beginning of 2024, the compensation committee determined that forecasting three-year financial performance targets would be difficult. As a result, the adjusted EBITDA margin, gross profit margin, and return on gross invested capital targets were tied to results for fiscal year 2024. The final payout, if any, will be determined in early 2027, after applying the three-year TSR modifier. This approach allows the Company to balance near-term accountability in a dynamic environment with a continuing commitment to align compensation with long-term value creation for our stockholders.

Gross profit margin is calculated by dividing the Company’s gross profit by net sales. Return on gross invested capital is calculated by dividing adjusted EBITDA by the sum of the amount of the Company’s gross property, plant, and equipment (both purchased and under capital lease) plus working capital. Each of the financial measures selected by the compensation committee can be impacted by a variety of non-recurring or extraordinary items (e.g., business restructuring) and actual results may be adjusted for these items if not contemplated in the target setting process. Adjustments to these measures, if any, are determined by the compensation committee.

When performance falls below the threshold, executives receive no payout for their PSUs. Before giving effect to the TSR modifier, payouts at a threshold level of performance are 25% of the target payout, payouts at a target level of performance are 100% of the target payout, and payouts at or above a maximum level of performance are at 200% of the target payout, with payouts for performance between these levels being interpolated.

The following table summarizes the target levels with respect to these performance measures, along with the actual performance thereof. As described in greater detail below, the PSUs have not yet vested as they remain subject to a three-year TSR modifier.

The amount of PSUs earned for payout may be adjusted based on the Company’s TSR for the three-year period ending December 31, 2026 (the “TSR Performance Period”). The TSR is calculated as the percentage change in the trading price of the Company’s common stock over the TSR Performance Period based on the average closing price of the Company’s common stock on the NYSE for the first 20 trading days of the TSR Performance Period compared to the average closing price of the Company’s common stock on the NYSE for the last 20 trading days of the TSR Performance Period. In the event that the TSR for the TSR Performance Period is less than 0% (that is, a negative amount), the amount of PSUs earned based on achievement with respect to the performance goals will be reduced by 15%. In the event that the TSR for the TSR Performance Period is greater than 10%, the amount of PSUs earned based on achievement with respect to the performance goals will be increased by 15%. In the event that the TSR for the TSR Performance Period is between 0% and 10% (inclusive), there will be no TSR-based adjustment to the amount of PSUs earned based on achievement with respect to the performance metrics set out in the table above.

Time-Based RSUs

Our annual RSU awards granted to NEOs in Fiscal Year 2024 vest, subject to continued employment, in equal annual installments over a three-year period. Accordingly, such awards serve as a retention incentive, as unvested awards are forfeited if the executive voluntarily leaves the Company.

The compensation committee awarded Ms. Canning, our Chief Legal Officer, a one-time equity award with a grant date target fair value of $75,000, in recognition of her continued additional organizational responsibilities of leading the global human resources function through May 2024 and vest in accordance with the terms of her annual equity grant. In addition, as part of Mr. Sejourne’s new hire arrangement, the compensation committee granted Mr. Sejourne a one-time equity award with a grant date target fair value of $172,000 that vest on May 3, 2025, generally subject to Mr. Sejourne’s continued employment with us through the applicable vesting date, intended to compensate him for the equity value he would forfeit upon his departure from his prior employer. On September 13, 2024, Mr. Collins was awarded RSUs with a grant date target fair value of $3,000,000 consistent with the compensation committee’s goal of long-term retention of the Company’s key employees and in recognition of his leadership skills. As such, the award features extended vesting terms, with 50% of the RSUs vesting on the third anniversary of the grant and the remainder of the RSUs vesting on the fifth anniversary of the grant, in each case subject to his continued employment with the Company.

Equity Program Changes for 2025

For the PSUs awarded in 2025, the compensation committee utilized performance metrics that are measured over a three-year period ending December 31, 2027, subject to a relative TSR modifier, measured over the same three-year performance period. The compensation committee selected net sales annual growth rate (weighted 50%), adjusted EBITDA margin (weighted 30%) and return on gross invested capital (weighted 20%), along with a TSR modifier, as the performance metrics to continue our focus on profitability and efficient use of assets and incentivize the growth of our business. Before applying the TSR modifier, performance at threshold will result in payout of 50% of target payout (compared to 25% for the Fiscal Year 2024 PSUs). Otherwise, the payout percentages are unchanged from Fiscal Year 2024. For the TSR modifier in 2025, instead of absolute total return over a three-year period, the modifier is based on relative total shareholder return of the Company’s stock compared to the companies in the S&P SmallCap600 Industrials Index (the “Benchmark Index”). The TSR modifier will continue to adjust shares earned by +/- 15%, with TSR below the 25th percentile of the Benchmark Index resulting in a 15% reduction, TSR above the 75th percentile of the Benchmark Index resulting in a 15% increase, and any other TSR outcome resulting in no change. PSUs continue to vest on the third anniversary of the grant date, subject to continued employment, and the compensation committee’s certification of the performance goal achievement and the relative total shareholder return modifier for the three-year period. The compensation committee increased the weighting of PSUs for NEOs other than the CEO to match the mix awarded to the CEO of 50% RSUs and 50% PSUs. The compensation committee believes that setting PSUs at 50% for all NEOs, will further align our executives’ interests with those of our stockholders.

Other Elements of Compensation

Retirement Plans

We maintain the Hayward Industries, Inc. Retirement Plan, a 401(k) retirement plan for our full-time employees. There is an employer contribution match to the 401(k) plan equal to 50% of compensation contributed to the plan up to 6% of eligible earnings by an employee. In addition, after one year of service, we make an annual non-discretionary safe harbor contribution to the 401(k) plan of 3% of an employee’s compensation. Our NEOs are eligible to participate in these plans on the same basis as our other full-time employees.

In addition, we maintain the Hayward Industries, Inc. Supplementary Retirement Plan, a nonqualified deferred compensation plan in which participants, including our NEOs, receive an employer contribution of up to a 9% match of eligible earnings deferred under the plan. The investment options mirror the investment options provided for in the 401(k) plan.

Employee Benefits and Perquisites

All of our full-time employees, including our NEOs, are eligible to participate in our health and welfare plans, including:

In addition, to encourage hands-on experience with Hayward products by our executive officers, the Company maintains a Hayward Products Valuation and Marketing Policy pursuant to which Hayward directors and executive officers may receive Hayward pool products for personal use at no cost to the director or executive officer.

Certain of our NEOs are entitled to other perquisites pursuant to their employment agreements with the Company. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Executive Compensation Arrangements,” below.

Employment and Severance Arrangements

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

Additional Compensation Components

In the future, we may provide different and/or additional compensation components, benefits and/or perquisites to our NEOs to allow us to provide a balanced and comprehensive compensation structure. We believe that it is important to maintain flexibility to adapt our compensation structure to properly attract, motivate and retain the top executive talent for which we compete, as well as to reflect current market and global conditions. All future practices regarding compensation components, benefits and/or perquisites will be subject to periodic review by our compensation committee.

Tax and Accounting Considerations

The compensation committee has continued to use performance-based compensation arrangements for awards to the NEOs even though such incentive compensation is no longer excepted from the limitation on deductibility of executive compensation for federal income tax purposes.

The Company accounts for stock-based compensation in accordance with the requirements of ASC Topic 718, “Compensation - Stock Compensation.” The Company also takes into consideration ASC Topic 718 and other generally accepted accounting principles in determining changes to policies and practices for its stock-based compensation programs.

INSIDER TRADING POLICY, HEDGING AND PLEDGING POLICIES, DERIVATIVES TRADING

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees (the “Insider Trading Policy”). The Company also follows procedures for the repurchase of its securities. The Company believes that its Insider Trading Policy and its repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company.

As part of our insider trading policy, all of our directors, officers and employees are prohibited from engaging in hedging and other monetization transactions (such as prepaid variable forward contracts, equity swaps, collars and exchange funds) involving our securities, holding our securities in a margin account or pledging our securities as collateral for a loan. We also prohibit our directors, officers and employees from speculating in our equity securities, including through the use of short sales or by trading in options or other derivative securities with respect to our securities.

STOCK OWNERSHIP GUIDELINES

Our Board maintains stock ownership guidelines for our executive officers and the compensation committee is responsible for administering these guidelines. Our stock ownership guidelines were put in place in connection with the IPO and are intended to strengthen the alignment of interests between our executive officers and our stockholders. The guidelines of peers and, on a broader basis, industry practices were considered in developing this policy.

Our guidelines for executive officers provide the following:

Executive officers are required to achieve the applicable level of ownership within five years of the later of (i) the date the ownership guidelines were adopted, February 10, 2021, or (ii) the date such person was designated an executive officer or became a director, as applicable.

For purposes of the stock ownership guidelines, we include direct ownership of shares (including by a member of his or her immediate family residing in the same household), shares held in trust for the benefit of the executive officer or director (or a member of his or her immediate family residing in the same household), shares held in our employee stock purchase plan, 401(k) or deferred compensation retirement plans, shares underlying vested incentive equity awards (including, without limitation, in-the-money vested stock options, vested stock appreciation rights, and vested RSUs and PSUs that have not yet been settled), and shares underlying unvested RSU awards (net of applicable tax withholding). Pledged shares and any unexercised and unvested equity awards (other than unvested RSUs) do not count towards satisfaction of the guidelines.

Failure to comply with the stock ownership guidelines will (among other things, as may be determined by the compensation committee) require executive officers and independent directors to retain at least 50% of the shares, net of applicable tax withholding and the payment of any exercise or purchase price (if applicable) received upon the vesting or settlement of equity awards or the exercise of stock options, until the thresholds stated above are reached. The compensation committee periodically reviews the stock ownership guidelines and no less than annually monitors the executives’ progress toward meeting their target ownership levels.

INCENTIVE-BASED RECOVERY POLICY

We maintain a compensation clawback policy with respect to our executive officers, which addresses requirements under rules recently adopted by the SEC and NYSE mandating the clawback of incentive compensation upon the restatement of the Company’s financial statements. The policy generally requires the recovery by the Company, in the event of a required accounting restatement (including a “little-r” restatement) of the Company’s financial statements, of incentive-based compensation that is based wholly or in part upon the attainment of any financial reporting measure and is received by current or former executive officers, to the extent that such compensation based on the erroneously reported financial information exceeds the amount derived from the restated financial information. Clawback under the policy is required for any such excess compensation received during the three completed fiscal years immediately preceding the date the Company is required to prepare an accounting restatement. To facilitate the application of the policy, we require recipients of awards of incentive compensation based wholly or in part upon the attainment of any financial reporting measure to agree to repay any such excess compensation in accordance with this policy.

COMPENSATION COMMITTEE REPORT

The compensation committee members who served during Fiscal Year 2024, have reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on such review and discussions, the compensation committee members who served during the Fiscal Year 2024, have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and Hayward’s Annual Report on Form 10-K for the year ended December 31, 2024.

Lawrence H. Silber (Chairperson)
Stephen Felice
Kevin Brown

This report of the compensation committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

SUMMARY COMPENSATION TABLE

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

GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2024

The following table provides supplemental information relating to grants of plan-based awards made during Fiscal Year 2024 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards that the Company granted to the NEOs during Fiscal Year 2024.

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

The material terms of the employment agreements with each of our NEOs, as in effect in Fiscal Year 2024, are described below. Each of our NEOs’ employment is “at will” and may be terminated at any time.

Executive Compensation Arrangements

Each of the NEOs is a party to agreements with us that set forth the terms and conditions with respect to his or her employment. The material terms of these agreements are described below.

Mr. Holleran. The Company entered into an amended and restated employment agreement with Mr. Holleran on March 2, 2021. Mr. Holleran’s employment agreement provides that, for so long as Mr. Holleran serves as our Chief Executive Officer, the Company will nominate him to serve as a member of the Board, and, if so elected, he will continue to serve as a member of the Board. Under Mr. Holleran’s employment agreement he is also entitled to certain personal benefits, including payment or reimbursement for dues for a specified organization and costs incurred in attending the organization’s meetings. In addition, Mr. Holleran’s amended and restated employment agreement, as amended on July 18, 2023, provided for relocation benefits of reasonable temporary housing and reimbursement for travel to and from Mr. Holleran’s home to the Company’s principal executive offices until September 30, 2023. In addition, pursuant to a relocation agreement between Mr. Holleran and Hayward Industries, Inc., dated November 14, 2023 (the “Relocation Agreement”), Hayward Industries, Inc. agreed to pay Mr. Holleran certain relocation benefits regarding relocating to the Charlotte, North Carolina metropolitan area, including a lump-sum payment of $10,000 and up to a $90,000 reimbursement for reasonable expenses associated with the sale of Mr. Holleran’s home, provided the home is sold by March 31, 2025, among other benefits set forth therein.

Under his amended and restated employment agreement, Mr. Holleran has agreed not to compete with the Company during his employment and for one year following his termination of employment or solicit the Company’s officers, employees, customers or vendors during his employment and for two years following his termination of employment. In addition, Mr. Holleran has agreed to a perpetual confidentiality covenant, an assignment of intellectual property covenant and a perpetual mutual non-disparagement covenant.

Mr. Jones. The Company entered into an amended and restated employment agreement with Mr. Jones on March 2, 2021. Under Mr. Jones’s employment agreement he is entitled to certain personal benefits generally provided to other senior executives (other than the chief executive officer). Under his amended and restated employment agreement, Mr. Jones has agreed not to compete with the Company during his employment and for one year following his termination of employment or solicit the Company’s officers, employees, customers or vendors during his employment and for two years following his termination of employment. Mr. Jones is also party to Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreements he entered into in connection with the grant to him of options to purchase the Company’s common stock under which he has agreed not to compete with the Company during his employment and for one year following his termination of employment or solicit the Company’s officers, employees, customers or vendors during his employment and for two years following his termination of employment. Mr. Jones has agreed to a perpetual confidentiality covenant, an assignment of intellectual property covenant and a non-disparagement covenant.

Mr. Collins. The Company entered into an employment agreement with Mr. Collins on May 16, 2022. Under Mr. Collins’ employment agreement, he is entitled to certain personal benefits generally provided to other senior executives (other than the chief executive officer). Under his employment agreement, Mr. Collins has agreed not to compete with us during his employment and for one year following his termination of employment or solicit our officers, employees, customers or vendors during his employment and for two years following his termination of employment. In addition, Mr. Collins has agreed to a perpetual confidentiality covenant, an assignment of intellectual property covenant and a mutual non-disparagement covenant.

Ms. Canning. The Company entered into an employment agreement with Ms. Canning on May 12, 2021. Under Ms. Canning’s employment agreement, she is entitled to certain personal benefits generally provided to other senior executives (other than the chief executive officer). Under her employment agreement, Ms. Canning has agreed not to compete with us during her employment and for one year following her termination of employment or solicit our officers, employees, customers or vendors during her employment and for two years following her termination of employment. In addition, Ms. Canning has agreed to a perpetual confidentiality covenant, an assignment of intellectual property covenant and a mutual non-disparagement covenant.

Mr. Sejourne. The Company entered into an employment agreement with Mr. Sejourne effective April 15, 2024. Under Mr. Sejourne’s employment agreement, he is entitled to certain personal benefits generally provided to other senior executives (other than the chief executive officer). Under his employment agreement, Mr. Sejourne has agreed not to compete with us during his employment and for one year following his termination of employment or solicit our officers, employees, customers or vendors during his employment and for two years following his termination of employment. In addition, Mr. Sejourne has agreed to a perpetual confidentiality covenant, an assignment of intellectual property covenant and a mutual non-disparagement covenant.

Each of these agreements provides for certain severance benefits to be paid upon qualifying terminations of employment that are described below in “Executive Compensation—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Executive Compensation Arrangements.”

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2024. Each of these awards were granted under the 2021 Plan unless otherwise noted.