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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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

☒

Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

Latham Group, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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

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Dear Fellow Stockholders:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Latham Group, Inc. to be held on Thursday, May 1, 2025, at 8:00 a.m. Eastern Daylight Time at The Adelphi Hotel, 365 Broadway, Saratoga Springs, NY 12866.

In 2024, we continued to outperform the U.S. in-ground pool market, succeeded in expanding margins despite lower utilization, and made investments that have positioned the Company for sales growth and accelerated profitability in 2025 and beyond.

Our industry outperformance was driven by continued fiberglass share gains and increased awareness and adoption of automatic safety covers. As consumers continued to recognize the speed of installation, eco-friendly and cost savings advantages of fiberglass pools, this product category gained share again in 2024. And fiberglass pools represented 75% of Latham’s total in-ground pool sales in 2024. Our sales performance also benefited from the expansion of our automatic safety cover business in which we acquired Coverstar Central in August 2024. This accretive acquisition gives us access to Coverstar Central’s network of 400 pool builders and dealers through which we can advance the awareness and adoption of other Latham products. We expect these two key product lines to support continued growth in 2025.

Another key growth initiative Latham progressed in 2024 is our planned expansion in the Sand States—Florida, Texas, Arizona, and California—which accounted for two-thirds of U.S. new in-ground pool starts, and approximately 17% of Latham’s fiberglass pool sales in 2024. Our strategy to pursue the Sand States opportunity includes expanding our fiberglass pool dealer base, focusing on master planned communities, developing products that align with demand in these markets, and launching marketing campaigns that target Sand States consumers and builders.

As a result of our lean manufacturing and value engineering initiatives we saw gross margin and adjusted EBITDA margin expansion in 2024. With our significantly reduced cost structure, enabled by our lean and value engineering initiatives, Latham is positioned for increased profitability in 2025 and beyond. We concluded 2024 with a cash balance of $56 million providing us with substantial financial flexibility to grow our business.

We enter 2025 in a strong competitive position. Under similar industry conditions to 2024, we believe our leadership in the growing fiberglass pool category, our expanding automatic safety cover business, growth opportunities in the Sand States and our improved cost structure should support another year of market outperformance.

On behalf of our Board of Directors and the entire Latham team, thank you for your continued support.

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2025 Annual Meeting of Stockholders

Details regarding the business to be conducted at the 2025 Annual Meeting of Stockholders and admission thereto are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. Your vote is important. Whether or not you plan to attend the 2025 Annual Meeting of Stockholders, we hope you will vote by Internet, telephone or mail as soon as possible to ensure your vote is recorded promptly. Please carefully review the instructions on each of your voting options described in the accompanying proxy statement, as well as in the accompanying Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card you received in the mail. Thank you for your ongoing support of and continued interest in Latham Group, Inc. We look forward to your participation at our Annual Meeting.

Sincerely,


	Scott M. Rajeski			James E. Cline
	President and Chief Executive Officer			Chair of the Board

Latham, New York

March 21, 2025

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Latham Group, Inc. Notice of Annual Meeting of Stockholders to be held May 1, 2025

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Latham Group, Inc., a Delaware corporation, will be held on Thursday, May 1, 2025, at 8:00 a.m. Eastern Daylight Time at The Adelphi Hotel, 365 Broadway, Saratoga Springs, NY 12866 to conduct the following items of business.

Proposal		Board Recommendation	Proposal Discussion
1	The election of three Class I directors named in the accompanying proxy statement, each to serve for a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.	FOR each nominee	Page 8
2	The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.	FOR	Page 38

We will also consider and act upon such other business as may be properly brought before the Annual Meeting, although we have not received notice of any other matters that may be properly presented at our Annual Meeting.

Stockholders of record at the close of business on March 5, 2025 are entitled to notice of, and to vote at, our Annual Meeting and any adjournment or postponement thereof.

If you are a record holder, you may vote using one of the following methods. If you are a beneficial owner, you may vote using one of the methods listed on your voting instruction card.

	Internet			By Phone			By Mail
	www.proxyvote.com			1-800-690-6903			Request a printed copy of the proxy materials and complete, sign and return your proxy card or voting instruction card

We encourage you to vote promptly to ensure your vote is represented at our Annual Meeting and that we have a quorum, regardless of whether you plan to attend in person. Voting in advance does not deprive you of your right to attend our Annual Meeting and to change your vote during our Annual Meeting.

By order of our Board of Directors,

Patrick M. Sheller
Secretary
Latham, New York
March 21, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 1, 2025

The Notice of the 2025 Annual Meeting of Stockholders, the accompanying proxy statement for the 2025 Annual Meeting of Stockholders and our annual report to stockholders for the fiscal year ended December 31, 2024 are available at www.proxyvote.com.

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In this proxy statement, unless otherwise indicated or the context otherwise requires, references to the “Company,” “Latham,” “we,” “us” and “our” refer to Latham Group, Inc. Latham Group, Inc. is a holding company that does not conduct any business operations and therefore references to our operations and financial performance include Latham Group, Inc. and its consolidated subsidiaries.

	Proxy Summary					1
	Proposal One: Election of Class I Directors					8
	Board of Directors and Corporate Governance					11
	Board of Directors					11
	Class II Directors—Term Expiring at the 2026 Annual Meeting					11
	Class III Directors—Term Expiring at the 2027 Annual Meeting					14
	Qualifications, Attributes, Skills and Experience of our Directors					16
	Identifying and Evaluating Candidates for Director					17
	Director Independence					18
	Board Diversity					18
	Board Roles and Responsibilities					19
	Board Leadership					19
	Board Committees					20
	Meetings of Our Board					26
	Board’s Role in Risk Oversight					26
	Key Governance Policies					27
	Evaluations of Our Board and Committees					28
	Oversight of Environmental, Social and Governance					28
	Oversight of Human Capital Management					29
	Stockholder Engagement					31
	Communications with our Board					31
	Director Compensation					32
	Director Compensation Table for 2024					34
	Report of our Audit Committee					35
	Other Audit Committee Matters					37
	Pre-Approval Policy and Procedures					37
	Independent Registered Public Accounting Firm Fees and Services					37
	Proposal Two: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2025					38
	Executive Officers					40

	Named Executive Officer Compensation					44
	Executive Summary					44
	2024 Compensation Determinations					47
	Compensation Policies and Practices					51
	Process for Making Compensation Determinations					53
	Peer Group Utilized for Benchmarking in 2024					54
	Offer Letters and Severance Plan					55
	Initial 2025 Compensation Determinations					55
	Named Executive Officer Compensation Tables					56
	Summary Compensation Table for 2024 and 2023					56
	Narrative Disclosure to Summary Compensation Table for 2024 and 2023					57
	Outstanding Equity Awards as of December 31, 2024					58
	Potential Payments upon Termination of Employment or Change in Control					60
	Certain Relationships and Related Party Transactions					62
	Security Ownership of Certain Beneficial Owners and Management					65
	Questions and Answers					67
	Equity Compensation Plans					73
	Delinquent Section 16(a) Reports					73
	Forward-Looking Statements					73
	Where You Can Find More Information					74
	Annual Report					74
	Other Matters					75

Non-GAAP Financial Measures. This Proxy Statement, including the preceding letter to stockholders, includes references to non-GAAP financial measures that exclude the impact of certain amounts. For definitions, supplemental information and reconciliations to the most directly comparable GAAP financial measures, see our Annual Report.

2025 Proxy Statement

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Proxy Summary

This proxy statement is furnished to stockholders of Latham Group, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies by our board of directors (our “Board”) for use at our 2025 Annual Meeting of Stockholders to be held on Thursday, May 1, 2025 (the “Annual Meeting”), and at any adjournment or postponement thereof.

We are making this proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2024 (the “Annual Report”) available to our stockholders electronically via the Internet at www.proxyvote.com. On or about March 21, 2025, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and vote online or by telephone.

This proxy summary highlights information contained elsewhere in this proxy statement for our Annual Meeting. This proxy summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the 2024 operational and financial performance of Latham, you should review our Annual Report.

Annual Meeting Information

	Meeting Date			Time			Location			Record Date
	Thursday, May 1, 2025			8:00 a.m. EDT			The Adelphi Hotel, 365 Broadway, Saratoga Springs, NY 12866			March 5, 2025

Voting Methods Prior to Annual Meeting

Your vote is important. Whether or not you plan to attend our Annual Meeting, we urge you to vote promptly to save us the expense of additional solicitation. Please carefully review the proxy materials and cast your vote on all of the proposals.

If you are a record holder, you may vote using one of the following methods. If you are a beneficial owner, you may vote using one of the methods listed on your voting instruction card. Make sure to have your Internet Notice, proxy card or voting instruction card and follow the instructions.

	Internet			By Phone			By Mail
	www.proxyvote.com			1-800-690-6903			Request a printed copy of the proxy materials and complete, sign and return your proxy card or voting instruction card

Business Overview

Latham Group, Inc., headquartered in Latham, New York, is the largest designer, manufacturer and marketer of in-ground residential swimming pools in North America, Australia and New Zealand. With an operating history that spans over 65 years, we offer the industry’s broadest portfolio of pools and related products, including fiberglass pools, packaged pools, pool liners and pool covers. We hold the #1 position in North America in every product category in which we compete. We believe that we are the most sought-after brand in the pool industry and the only pool company that has established a direct relationship with the homeowner. We are Latham, The Pool Company™.

We have a heritage of innovation. In an industry that has traditionally marketed on a business-to-business basis (pool manufacturer to dealer), we pioneered the first “direct-to-homeowner” digital and social

2025 Proxy Statement 1

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Proxy Summary

marketing strategy that has transformed the homeowner’s purchase journey. Through this marketing strategy, we are able to create demand for our pools and generate and provide high quality, purchase-ready consumer leads to our dealer partners.

Partnership with our dealers is integral to our collective success, and we have enjoyed long-tenured relationships averaging over 14 years. We support our dealer network with business development tools, co-branded marketing programs and in-house training, as well as an operations platform consisting of approximately 1,817 full-time employees across over 30 locations as of December 31, 2024. The full resources of the Company are dedicated to designing and manufacturing high-quality pool products with the homeowner in mind, and positioning ourselves as a value-added partner to our dealers.

Proposal One—Election of Class I Directors

	Board Recommendation			Required Vote
	FOR each nominee			Plurality of votes cast

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

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

Name and Age

Director
Since

Independent

Primary or Most Recent Occupation

Current Board
Committee(s)

James E. Cline*
73

2020

Yes

Former President and
Chief Executive Officer,
Trex Company, Inc.

Audit
Compensation

DeLu Jackson
52

2023

Yes

Executive Vice President and
Chief Marketing Officer,
ADT Inc.

Audit
Nominating and
Corporate Governance

Mark P. Laven**
71

2020

Yes

Former President and
Chief Executive Officer,
Latham Pool Products

Nominating and
Corporate
Governance (Chair)

Chair of the Board of Directors

Vice Chair of the Board of Directors

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Proxy Summary

Qualifications, Attributes, Skills and Experience of our Directors

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

	Number of Directors
Strategic Growth and M&A Experience		8
Senior Leadership or Management Experience		7
Finance or Accounting Experience		6
Consumer Products Expertise		5
Marketing and Brand Management Expertise		5
Manufacturing and Supply Chain Experience		5
International Business Operations Experience		5
Human Capital Management Expertise		4
Other Public Company Service		4
Risk Management and Compliance Expertise		3
Digital Transformations, Technology or Cybersecurity Expertise		2

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Proxy Summary

Compensation Governance

See “Named Executive Officer Compensation” for a detailed discussion of our compensation program and determinations for our named executive officers in 2024. The following table sets forth a summary of key compensation governance matters for our current program.

	What We Do			What We Don’t Do
	• Our independent Compensation Committee retains and actively engages with an independent compensation consultant • We use peer group and/or executive compensation survey data, which is reviewed and updated annually, as a component of establishing target annual compensation • Our 2021 Omnibus Plan aligns with stockholder interests and incorporates certain governance best practices, including no automatic annual increase in the share pool without stockholder approval, a minimum vesting period of one year (subject to limited exceptions), no liberal share recycling of stock options or stock appreciation rights (“SARs”), and no liberal change in control definition • We have adopted and applied rigorous, objective financial goals to our incentive programs to align with our business strategy and our stockholders; our Compensation Committee adopted an objective adjustment policy for our incentive programs • Annual equity awards represent a majority of the target annual compensation, a portion with time-based, four-year pro rata vesting (restricted stock units (“RSUs”)) and a portion that is performance-based with three-year cliff vesting (performance stock units (“PSUs”)) • Starting in 2024, we issued PSUs, in furtherance of pay-for-performance objectives • Our incentive programs each have a fixed payout cap of 200% of target • We have an equity grant policy for annual grants • In 2024, we performed a compensation risk assessment, with no material adverse finding • We are party to offer letters with named executive officers, which require restrictive covenants relevant to our business • We apply Clawback Policies for incentive compensation to our executive officers, including a Dodd-Frank compliant policy and a policy to address calculation errors • We utilize stock ownership guidelines for our named executive officers and non-employee directors			• No single-trigger vesting of equity awards upon change-in-control • No hedging or pledging of our securities, and no using derivatives • No tax gross-ups upon change-in-control or severance • No guaranteed bonuses, except new hire or severance agreements, and no one-time equity awards, except new hires • No significant perquisites, supplemental benefits, pension plans or defined benefit plans • No repricing/replacing underwater stock options and SARs

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Proxy Summary

2024 Compensation Program

The compensation program for our named executive officers is designed to attract, motivate and retain qualified employees and to provide them incentives to achieve or exceed the Company’s annual operational, financial and strategic goals and to increase long-term stockholder value. As a new public company in 2021, our Compensation Committee continues to evolve our compensation philosophy, policies and practices for our named executive officers. The 2024 compensation program for named executive officers consisted of a base salary, an annual cash bonus opportunity, and annual equity awards (consisting of RSUs and PSUs).

Our Chief Executive Officer’s target annual compensation in 2024 generally was consistent with 2023, including:

•

A base salary of $465,000.

•

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

•

Target annual equity awards of 250% of base salary.

Based on Company performance for 2024:

•

He earned 144.0% of his target annual cash bonus, or $669,600, based on aggregate achievement of Net Sales (50% weighting) and Adjusted EBITDA margin percentage (50% weighting).

•

He earned 182.3% of his target PSUs, or 221,524 PSUs, based on the Adjusted EBITDA performance measure; the earned PSUs remain subject to cliff vesting on the third anniversary of the grant date.

Key Corporate Governance Highlights

Our Board has taken a reasonable, measured approach in implementing our corporate governance policies and practices in light of our ongoing status as a controlled company and challenging macroeconomic conditions.

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

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Proxy Summary

Key elements of our current governance are set forth below.

•

Independent, non-executive Chair of Board

•

Seven of eight independent directors, and fully independent Audit, Compensation and Nominating and Corporate Governance Committees

•

Regular executive sessions of non-management directors, and at least an annual executive session of independent directors

•

Annual Board and Committee self-evaluations

•

Significant strategy and risk oversight by Board and Committees

•

Director onboarding and continuing director education

•

Annual review of Committee charters and key governance policies

•

A director retirement provision in our Corporate Governance Guidelines, prohibiting nomination to a new term after age 75 (subject to limited waiver)

•

Active oversight of cybersecurity, data privacy and related risk mitigation activities, human capital management and ESG initiatives and related public reporting

•

Highly committed Board, including significant participation and director attendance at Board and Committee meetings

•

Management and director succession planning

•

No dual classes of Common Stock (i.e., no unequal voting rights)

•

No poison pill

•

No director overboarding

•

No hedging, short sales or pledging regarding our securities, and no using derivatives

On April 27, 2021, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with Pamplona Capital Partners V, L.P., an investment fund (the “Pamplona Fund”) managed by affiliates of Pamplona Capital Management, LLC (together with its respective subsidiaries and affiliates, “Pamplona”), and Wynnchurch Capital Partners IV, L.P. (“Wynnchurch IV”) and WC Partners Executive IV, L.P. (“WC Executive”) (collectively, the “Wynnchurch Funds”), managed by affiliates of Wynnchurch Capital, L.P. (together with its respective subsidiaries and affiliates, “Wynnchurch”). The Stockholders’ Agreement grants Pamplona the right to nominate to our Board a number of designees on a sliding scale depending on Pamplona’s affiliates’ ownership of shares of the Company’s Common Stock, par value $0.0001 per share (our “Common Stock” or “shares of Common Stock”). Mr. Dellaquila, Mr. Laven, Mr. Pratt and Mr. Pruellage are the current designees of Pamplona under the Stockholders’ Agreement. Wynnchurch had certain director nomination rights, which they waived beginning in July 2022. For more information, see “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.” References to our “Principal Stockholders” in this proxy statement refer to the Pamplona Fund, managed by Pamplona, and the Wynnchurch Funds, managed by Wynnchurch.

Environmental, Social and Governance

As a leading global manufacturer of in-ground swimming pools, our ambition is to lead the way towards a more sustainable future for our industry. Since 2021, we have worked with independent consultants to assess and increase our ESG performance, benchmark our efforts against industry peers, establish a comprehensive strategy to manage ESG risks and opportunities and continuously expand disclosure of our ESG program, including through the publication of an annual ESG Report. See https://ir.lathampool.com/esg for more information. See “—Board of Directors and Corporate Governance—Oversight of Environmental, Social and Governance.”

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Proposal Two—Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2025

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

Our Board is seeking stockholder support to ratify the appointment of Deloitte & Touche LLP (“Deloitte & Touche”) as our independent registered public accounting firm for 2025. Our Audit Committee conducted a competitive process to select an independent registered public accounting firm in 2020, and Deloitte & Touche was selected and appointed at such time. Our Audit Committee has continued its engagement with Deloitte & Touche since such appointment.

	Our Audit Committee has reappointed Deloitte & Touche as the Company’s independent registered public accounting firm for the year ending December 31, 2025, including based upon the following factors:
	• Efficiencies of continued engagement • Audit effectiveness • Expertise and industry knowledge • External data on audit quality and performance • Reasonableness of fees • Communication • Ratification proposal had strong support at the Company’s 2024 annual meeting

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Proposal One: Election of Class I Directors

General

At our Annual Meeting, our stockholders will vote to elect the three Class I director nominees named in this proxy statement. Class I directors elected at our Annual Meeting will serve for three-year terms until our annual meeting of stockholders to be held in 2028 and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

Based on its beneficial ownership of our Common Stock as of the record date, Pamplona has the right to designate four directors to our Board.

Class I Directors—Nominees for Election at our Annual Meeting

Our Board nominated James E. Cline, DeLu Jackson and Mark P. Laven for election to our Board as Class I directors at our Annual Meeting. These nominees were recommended by our Nominating and Corporate Governance Committee and approved for nomination by our Board, each in accordance with our established process for evaluating candidates to serve on our Board. Mr. Laven is a director designee of Pamplona.

Our Nominating and Corporate Governance Committee recommended the appointment of the three director nominees after considering each of their backgrounds, qualifications and professional experience. See “Board of Directors and Corporate Governance—Qualifications, Attributes, Skills and Experience of our Directors”, and “—Identifying and Evaluating Candidates for Director” for additional information thereon.

Each of Messrs. Cline, Jackson and Laven currently serve on our Board, has consented to be named in this proxy statement and has agreed to serve, if elected. There are no family relationships among the director nominees or between them and any of our executive officers or continuing directors.

The following sets forth the biographical information regarding our Class I director nominees, including the experience, qualifications, attributes and skills that led our Board to conclude that each director should continue to serve on our Board.

Name and Age

Director
Since

Independent

Primary or Most Recent Occupation

Current Board
Committee(s)

James E. Cline*
73

2020

Yes

Former President and Chief Executive Officer, Trex Company, Inc.

Audit
Compensation

DeLu Jackson
52

2023

Yes

Executive Vice President and Chief Marketing Officer, ADT Inc.

Audit
Nominating and Corporate Governance

Mark P. Laven**
71

2020

Yes

Former President and Chief Executive Officer, Latham Pool Products

Nominating and Corporate Governance (Chair)

Chair of the Board of Directors

Vice Chair of the Board of Directors

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Proposal One: Election of Class I Directors

James E. Cline
Chair of the Board

Age: 73

Director Since: 2020

Committee Memberships:

•

Audit

•

Compensation

James E. Cline became a member of the board of directors of Latham Pool Products in March 2019 and of our Board in December 2020. Mr. Cline became the Chair of our Board on December 14, 2020. Since 2020, Mr. Cline has served as chair of the board of Trex Company, Inc. (NYSE: TREX) (“Trex”), a manufacturer of outdoor living products. From 2015 to 2020, Mr. Cline served as President and Chief Executive Officer and a member of the board of directors of Trex. From 2013 to 2020, he was the Senior Vice President and Chief Financial Officer of Trex. From 2008 to 2013, Mr. Cline served as Vice President and Chief Financial Officer of Trex. Prior to Trex, Mr. Cline served as the President of Harsco GasServ, a subsidiary of Harsco Corporation, a manufacturer of containment and control equipment for the global gas industry, from 2005 to 2007, and was the Vice President and Controller for Harsco GasServ from 1994 to 2005. In connection with the purchase of Harsco GasServ by Taylor-Wharton International LLC, which was owned by Windpoint Partners Company, Mr. Cline served as a consultant to the buyers in 2008 by providing transition management and financial services. Mr. Cline served in various capacities with the Huffy Corporation from 1976 to 1994, including as Director of Finance of its True Temper Hardware subsidiary, a manufacturer of lawn care and construction products. Mr. Cline holds a Bachelor of Science in Business Administration degree in accounting from Bowling Green State University.

We believe Mr. Cline is qualified to serve as a member of our Board because of his experience as a member of the board of directors of Latham Pool Products, his extensive leadership experience and extensive experience in the consumer products industry, including for a public company. Our Board also determined his significant finance and accounting expertise qualifies him as an “audit committee financial expert” under SEC rules.

DeLu Jackson

Age: 52

Director Since: 2023

Committee Memberships:

•

Audit

•

Nominating and Corporate Governance

DeLu Jackson became a member of our Board in March 2023. Since September 2021, Mr. Jackson has served as Executive Vice President and Chief Marketing Officer of ADT Inc. (NYSE: ADT), a leader in smart home and small business security. From August 2017 until September 2021, Mr. Jackson was Vice President—Head of Marketing and Digital at Conagra Brands, Inc. (NYSE: CAG), a leading branded food company. Before joining Conagra Brands, he served in senior digital and marketing roles for domestic and international brands, including Kellogg Company, McDonald’s Corporation, Nissan Motor Co., Ltd, Audi of America and Subaru of America. Mr. Jackson also serves on the board of directors of Brag House Inc. (an esports platform), the Western Golf Association and the Chicago Public Library Foundation. Mr. Jackson holds an MBA from NYU Stern School of Business and a BA in Politics from Princeton University.

We believe Mr. Jackson is qualified to serve as a member of our Board because of his experience as a public company executive, his expertise in digital and marketing strategy and knowledge of consumer products.

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Proposal One: Election of Class I Directors

Mark P. Laven
Vice Chair of the Board

Age: 71

Director Since: 2020

Committee Membership:

•

Nominating and Corporate Governance, Chair

Mark P. Laven became a member of the board of directors of Latham Pool Products in December 2001 and a member of our Board in December 2020. Mr. Laven became the Vice Chair of our Board on December 14, 2020. From December 2001 to October 2017, Mr. Laven served as President and Chief Executive Officer of Latham Pool Products and he served as Chair of Latham Pool Products until December 14, 2020. From 2004 to 2008, he was a member of the board of the Association of Pool Spa Professionals, a national trade association. Mr. Laven holds a Bachelor of Science degree in Business Administration from Ithaca College.

We believe Mr. Laven is qualified to serve as a member of our Board because of his experience building and leading our business for over 19 years, his insight into corporate matters as former Chair of Latham Pool Products’ board of directors and the previous President and Chief Executive Officer, and his extensive leadership experience in the pool industry.

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

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

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Board of Directors and Corporate Governance

Board of Directors

Our Board currently consists of eight members and is divided into three classes. The members of each class serve staggered, three-year terms. At each annual meeting, our stockholders will be requested to elect the successors to one class of our directors for three-year terms. Each of our directors serve as a director until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

The authorized number of directors may be increased or decreased by our Board in accordance with our certificate of incorporation. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors.

See “Certain Relationships and Related Party Transactions—Stockholders’ Agreement” for information regarding director nomination and other rights currently held by Pamplona and director nomination and other rights previously held by Wynnchurch until its waiver in July 2022.

See “Proposal One: Election of Class I Directors” for biographical information on our Class I directors. The following sets forth biographical information regarding our Class II and III directors, including the experience, qualifications, attributes and skills that led our Board to conclude that each director should continue to serve on our Board.

Class II Directors—Term Expiring at the 2026 Annual Meeting

Name and Age

Director
Since

Independent

Primary or Most Recent Occupation

Current Board
Committee(s)

Frank J. Dellaquila(1)
68

2024

Yes

Service as Board Director/ Manager; Former Senior Executive Vice President and Chief Financial Officer of Emerson Electric Co.

Audit (Chair)

William M. Pruellage
51

2020

Yes

Managing Partner, Pamplona

Compensation

Scott M. Rajeski
58

2020

President and Chief Executive Officer, Latham

None

(1)

Mr. Dellaquila was appointed to our Board on October 9, 2024, promptly filling an existing vacancy on our Board following the resignation by Mr. Robert D. Evans, a Class II director on October 9, 2024.

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[MISSING IMAGE: ph_frankdellaquila-4clr.jpg]

Frank J. Dellaquila

Age: 68

Director Since: 2024

Committee Membership:

•

Audit, Chair

Frank J. Dellaquila became a member of our Board in October 2024. Mr. Dellaquila served as the Senior Executive Vice President and Chief Financial Officer of Emerson Electric Co. (NYSE: EMR) (“Emerson”), a global technology and software company with a leading automation portfolio from November 2016 through May 2023. Mr. Dellaquila joined Emerson in 1991, and held several positions of increasing responsibility, including Corporate Vice President and Treasurer from 1991 to 2000, Senior Vice President and Chief Financial Officer of Emerson Motor Company from 2000 to 2004, Senior Vice President, Acquisitions and Development from 2004 to 2009, Senior Vice President and Chief Financial Officer from 2009 to 2012, and Executive Vice President and Chief Financial Officer from 2012 to 2016. Previously, Mr. Dellaquila served in various financial analyst and treasury roles of several global companies from 1978 to 1991. Mr. Dellaquila has served on the board of directors of Reliance, Inc. (NYSE: RS), a leading global diversified metal solutions provider, since October 2021 and also serves as chair of the audit committee. He has also served as a director and member of the finance committee of FM, Inc. (formerly known as FM Global Insurance Co.), a privately-held mutual insurance company, since December 2022. Mr. Dellaquila previously served on the board of directors and as a member of the finance and audit committees of Aptiv PLC (NYSE: APTV), a global technology company, from December 2017 to April 2020. Mr. Dellaquila holds a Bachelor of Science degree in accounting from Fordham University College of Business Administration and a Master of Business Administration degree in finance from Columbia University Graduate School of Business.

We believe Mr. Dellaquila is qualified to serve as a member of our Board because of his significant financial, corporate development and accounting roles over 45 years, including 14 years of service as the chief financial officer of a large global public company, and his experience of serving on boards and audit committees of multiple public and private companies. Our Board also determined his significant finance and accounting expertise qualifies him as an “audit committee financial expert” under SEC rules.

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[MISSING IMAGE: ph_williampruellage-4c.jpg]

William M. Pruellage

Age: 51

Director Since: 2020

Committee Membership:

•

Compensation

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

We believe Mr. Pruellage is qualified to serve as a member of our Board because of his extensive investment management experience and because of his experience serving on the boards of multiple companies, including public companies.

Scott M. Rajeski
President and
Chief Executive Officer

Age: 58

Director Since: 2020

Scott M. Rajeski has served as President and Chief Executive Officer of our wholly-owned subsidiary, Latham Pool Products Inc., since October 2017 and as our Chief Executive Officer and Director since December 2020. He previously served as Latham Pool Products’ Chief Financial Officer and Vice President since August 2012. Prior to that, Mr. Rajeski served as a Director of Finance at GlobalFoundries, a semiconductor manufacturing company, from 2009 to 2012. Prior to that Mr. Rajeski was the Chief Financial Officer for Americas of Momentive Performance Materials/GE Silicones, a former division of General Electric, from 2004 to 2009 and held various finance positions at General Electric from 1991 to 2003. Mr. Rajeski holds a Bachelor of Science degree in math and a minor in business economics from the State University of New York at Potsdam and a Master of Business Administration degree from Clarkson University. Mr. Rajeski also graduated from General Electric’s Executive Finance Leadership Program and Finance Management Program, and is a certified Six Sigma Black Belt.

We believe Mr. Rajeski is qualified to serve as a member of our Board because of his experience building and leading our business, his insight into corporate matters as our Chief Executive Officer, his extensive finance and leadership background and his extensive leadership experience in the pool industry.

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Class III Directors—Term Expiring at the 2027 Annual Meeting

Name and Age

Director
Since

Independent

Primary or Most Recent Occupation

Current Board
Committee(s)

Suzan Morno-Wade
57

2021

Yes

Chief Human Resources Officer,
Xerox; Executive Vice President of Xerox Holdings Corporation

Compensation (Chair)

Brian Pratt
30

2023

Yes

Vice President, Pamplona Capital Management, LLC

Nominating and Corporate Governance

Suzan Morno-Wade

Age: 57

Director Since: 2021

Committee Membership:

•

Compensation, Chair

Suzan Morno-Wade became a member of our Board in March 2021. Ms. Morno-Wade is a seasoned Chief Human Resources Officer (“CHRO”), Executive, and Board Director with a robust human capital and finance background. Recently she served as Executive Vice President and CHRO of Xerox Holdings Corporation (NASDAQ: XRX), a global print and document products and services company from November 2018 to April 2024. Prior to Xerox, she served in executive leadership roles at Hess Corporation (NYSE: HES), a global independent energy company. Throughout her career, Ms. Morno-Wade has worked across a broad spectrum of industries including technology, industrial and consumer goods, and oil and gas. Ms. Morno-Wade has held progressive senior roles in Fortune 500 companies, showcasing her ability to drive impactful change and deliver results at the highest levels of corporate leadership. Ms. Morno-Wade obtained a Bachelor’s of Science degree from the University of Illinois and a Financial Management Program certificate from General Electric Company. In 2024, she achieved a directorship certification from the National Association of Corporate Directors. Ms. Morno-Wade also serves as an Independent Director and Chair of the Compensation and Leadership Development Committee of Veritiv Holdings, Inc., a provider of packaging, print and facility solutions.

We believe Ms. Morno-Wade is qualified to serve as a member of our Board because of her deep global experience as a CHRO in a public company with over 25,000 employees in 100+ countries. Additionally, she has experience managing C-level successions and transitions, leading corporate and functional transformations, guiding organizations through various business stages and navigating shareholder activism. For over two decades, Ms. Morno-Wade has been a trusted business partner to CEOs, senior leaders and Boards and her expertise in developing human capital strategies has enhanced both employee engagement and business performance.

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Brian Pratt

Age: 30

Director Since: 2023

Committee Membership:

•

Nominating and Corporate Governance

Brian Pratt became a member of our Board in March 2023. Mr. Pratt is a Vice President of Pamplona Capital Management LLC, having joined the firm in March 2019. Since 2019, Mr. Pratt has worked closely with our Board and Company management on financial, operational and transactional matters. Mr. Pratt serves on the board of several other companies, including BFG Supply, a national distributor of consumables, greenhouse durables, and technical equipment to the green industry, CSC ServiceWorks, Inc., a provider of commercial laundry services and air vending solutions, Loparex, a global manufacturer of engineered films and release liners, and Savista, an end-to-end revenue cycle management business. Prior to joining Pamplona, Mr. Pratt worked in the investment banking division at Barclays from 2017 to February 2019. Mr. Pratt holds a Bachelor of Science in Political Science from Yale University.

We believe Mr. Pratt is qualified to serve as a member of our Board because of his financial and acquisition skills and experience and strategic and consumer products knowledge.

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Qualifications, Attributes, Skills and Experience of our Directors

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

				Number of Directors
	Strategic Growth and M&A Experience. Directors who have strategic growth and M&A experience provide valuable insight into our efforts to maintain and grow our market leadership across product categories, including through strategic investments and acquisitions that require significant integration efforts, as well as our organic growth through investments in research and development, technology, manufacturing capacity and other capital expenditures.			8
	Senior Leadership or Management Experience. Directors who have served in senior leadership positions can provide perspective in enterprise leadership, business strategy, risk identification and mitigation, and day-to-day execution of important operational, organizational, and policy activities.			7
	Finance or Accounting Experience. Directors that have detailed knowledge of accounting regulations, accounting and financial reporting processes (including internal controls), and capital markets and financing transactions can oversee our public company reporting and related internal controls, as well as provide guidance on operations, budgeting, cash flows, liquidity and stakeholder engagement.			6
	Consumer Products Expertise. We are a consumer products company that markets to individual consumers, and therefore directors with such expertise can understand consumer demand and have unique insights on related opportunities and risks related to this sector.			5
	Marketing and Brand Management Expertise. Directors with marketing and brand management expertise can provide guidance as our senior leadership team seeks to increase brand awareness, address the competitive landscape and expand our market share throughout various economic cycles, and our unique industry approach with consumers.			5
	Manufacturing and Supply Chain Experience. We have significant manufacturing operations and a global supply chain, and directors with related experience can provide oversight of related activities, from obtaining the global supply of raw materials, mass production of our products, inventory management, transportation and distribution, product and worker safety and ESG.			5
	International Business Operations Experience. Directors with international business operations experience can provide useful business, regulatory and cultural perspective regarding global operations and understand the unique risks of international operations.			5
	Human Capital Management Expertise. Directors with expertise in human capital management bring important perspectives on strategies to attract, motivate and retain qualified executives and other employees, train and support our workforce, cultivate new talent and promote our corporate culture.			4
	Other Public Company Service. Directors that have led a public company as an executive or served as a director have expertise on corporate governance, audit, compensation, public reporting, stockholder engagement, and other matters unique to public companies and understand how to assist management in an oversight capacity.			4
	Risk Management and Compliance Expertise. Directors who have risk management and compliance expertise can provide experience, strategic advice and oversight to our senior leadership team in establishing an appropriate compliance program and in identifying, assessing, addressing and mitigating enterprise risks.			3
	Digital Transformations, Technology or Cybersecurity Expertise. Directors with digital transformation expertise are relevant to our multi-year enterprise resource planning implementation. Further, as a technology-focused consumer brand, directors with technology or cybersecurity expertise can oversee our significant technology investments and assist in overseeing our management of customer data and understanding the practical implications of implementing a cybersecurity program for a global company.			2

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Identifying and Evaluating Candidates for Director

Subject to the terms of the Stockholders’ Agreement, our Nominating and Corporate Governance Committee has, as one of its responsibilities, the recommendation of director candidates to our Board. Nominees for directorship are identified by our Nominating and Corporate Governance Committee in accordance with the criteria set forth below and any other criteria that may be identified by our Board or a committee of our Board, if appropriate, and in accordance with the procedures set forth in our Nominating and Corporate Governance Committee’s charter. Our Nominating and Corporate Governance Committee considers recommendations of director candidates from a range of sources, provided any recommendations are validly made in accordance with our governance documents and applicable law, and the Nominating and Corporate Governance Committee does not evaluate director candidates differently based on the source of the recommendation. Our Board seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise, as discussed above, with a reputation for integrity. Our Nominating and Corporate Governance Committee’s assessment of a potential candidate will include an individual’s independence, as well as consideration of skills and experience, in the context of the needs of the Company.

In addition to the key qualifications, attributes, skills and experience noted above, the minimum core criteria assessed by our Nominating and Corporate Governance Committee when evaluating a candidate for director include:

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

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•

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

Director Independence

Our Common Stock is listed on the Nasdaq Global Select Market (“Nasdaq”). So long as the Pamplona Fund and the Wynnchurch Funds continue to control more than 50% of our combined voting power, we will continue to be considered a “controlled company” for the purposes of Nasdaq’s rules and corporate governance standards. As a “controlled company,” we are not subject to certain corporate governance requirements.

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

Board Majority of Independent Directors, with Independent Committees

Our Board has determined that each of James E. Cline, Frank J. Dellaquila, DeLu Jackson, Mark P. Laven, Suzan Morno-Wade, Brian Pratt and William M. Pruellage are independent directors under Nasdaq rules. Our Board further has determined that each member of our Audit Committee and our Compensation Committee qualifies as independent under the additional independence rules established by the U.S. Securities and Exchange Commission (the “SEC”) and Nasdaq for service on such Committees.

As a “controlled company,” we are also permitted to elect not to comply with certain other corporate governance requirements, although we currently comply, including (1) that our Board have a majority of independent directors and (2) that our Compensation Committee and our Nominating and Corporate Governance Committee each be composed entirely of independent directors. In the event that we cease to be a “controlled company” and our shares of Common Stock continue to be listed on Nasdaq, we intend to comply with the independence requirements within the applicable transition periods to the extent not already satisfied.

Board Diversity

Although we are an emerging growth company and a controlled company as of the record date, the Company and our Board continue to seek to ensure our Board includes directors with diverse attributes and backgrounds, as well as critical qualifications, skills and experience relevant to the Company’s business and strategy. Set forth below is summary information regarding our directors’ independence, age and gender and ethnic diversity.

Board Diversity

We have achieved our commitment to have at least two diverse Board members by 2025. We also have taken the Board Challenge Charter Pledge to support the goal of true and full representation on all boards of directors and to support and encourage the broader corporate community to accelerate these important changes.

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Board of Directors and Corporate Governance

Board Roles and Responsibilities

As outlined in our Corporate Governance Guidelines and further discussed below, our Board is elected by stockholders to provide oversight and strategic guidance to management. The basic responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its stockholders. In discharging that obligation, directors are entitled to rely on the honesty and integrity of the Company’s officers, employees, outside advisors and independent auditors. Our Board selects and oversees management, to whom our Board delegates the authority and responsibility for the conduct of the day-to-day operations of the business. Our Board utilizes a strategic planning process to establish objectives and goals for the Company, taking into account the opportunities and risks of the Company’s business and affairs. Our Board reviews, approves and modifies as appropriate the strategies proposed by management to achieve such objectives and goals.

Board Leadership

Our Board is led by our independent Chair, Mr. Cline, who has served in this capacity since December 2020 and is the former President and Chief Executive Officer of Trex. We believe this current leadership structure allows for Mr. Rajeski, our President and Chief Executive Officer, to focus on executing the Company’s strategy and policies adopted by our Board and to lead and manage the Company’s day-to-day operations and performance. Our Corporate Governance Guidelines provide that if the Company is not a controlled company and if our Chair of the Board is not an independent director, then our Board will appoint a Lead Director that is independent and such person will have many of the same responsibilities of our independent Chair.

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The Company benefits from Mr. Cline’s significant leadership experience and accumulated expertise in the consumer products industry and specifically the outdoor living category. Mr. Cline’s roles, powers and responsibilities in serving as Chair of the Board include the matters set forth below.

	Board Meeting Planning • Establishes the agenda for Board meetings, in consultation with management and other directors, to ensure our Board focuses on critical oversight matters. • Reviews and approves Board and Committee meeting materials, and reviews other information periodically provided to directors. • Reviews meeting schedules to assure that there is sufficient time to discuss agenda matters, and that key advisors and employees are involved as appropriate. • Has authority to call special meetings of our Board or independent directors.
	Communications • Serves as a liaison between management and our Board. • Communicates on behalf of our Board, including with significant stockholders, as appropriate. • Establishes a relationship with management built on trust to provide support, guidance and feedback while respecting executive roles and responsibilities.
	Board Function • Presides at meetings of our Board and executive sessions of the independent directors. • Helps to ensure our Board is effective and efficient. • Advises management of our Board’s information needs and follows up with feedback on Board meeting discussions. • Supports the roles and responsibilities of Committee Chairs. • Promotes key principles of corporate governance.

Further, our independent Board leadership is enhanced by the deep engagement and critical insights provided by our seven independent directors. In addition, we have a fully independent Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee that provide significant oversight of key Board functions.

Board Committees

Our Board committees include our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Each Committee operates under a written charter approved by our Board, which the applicable Committee and our Board review annually. Each charter is available under the Governance tab on our Investor Relations website, at https://ir.lathampool.com/.

Our Committees are currently comprised entirely of independent directors. If at any time we cease to be a “controlled company” under the Nasdaq rules, our Board will comply with the applicable Nasdaq rules, including having the foregoing committees composed entirely of independent directors, subject to a permitted “phase-in” period.

See “Certain Relationships and Related Party Transactions—Stockholders’ Agreement” for information regarding Committee nomination and other rights currently held by Pamplona, as well as the Committee observer and other rights previously held by Wynnchurch until its waiver in July 2022.

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Our Nominating and Corporate Governance Committee recommends and our Board appoints our Committee members and Chairs. The following table provides membership as of the record date and meeting information for 2024 for each of these Committees. Mr. Rajeski does not serve on any standing committees of our Board.

Name	Audit Committee		Compensation Committee		Nominating and Corporate Governance Committee
James E. Cline, Chair of Board		X		X		—
Frank J. Dellaquila (1)		C		—		—
DeLu Jackson		X		—		X
Mark P. Laven, Vice Chair of Board		—		—		C
Suzan Morno-Wade		—		C		—
Brian Pratt		—		—		X
William M. Pruellage		—		X		—
Total meetings in 2024		4		6		4

C = Committee Chair; X = Member

(1)

Mr. Dellaquila was appointed as Chair to our Audit Committee upon his appointment to our Board on October 9, 2024. Mr. Robert D. Evans served as Chair of our Audit Committee until his resignation from our Board on October 9, 2024.

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Audit Committee

Our Audit Committee assists our Board by providing independent, objective oversight of our auditing, accounting and financial reporting activities. The principal duties and responsibilities of our Audit Committee are set forth below.

•

Oversee and monitor our financial reporting and accounting processes and related internal control system, including monitoring the effectiveness of internal control over financial reporting and disclosure controls and procedures.

•

Oversee and monitor the quality and integrity of our financial statements, including reviewing reports filed or furnished to the SEC that include our financial statements or results.

•

Sole and direct responsibility to oversee and assess the independence, qualifications, retention, scope, performance and compensation of our independent registered public accounting firm, including its audit of our financial statements.

•

Oversee and monitor the performance, appointment and retention of our internal audit function.

•

Discuss, oversee and monitor policies with respect to risk assessment and risk management, and review and discuss major financial risk exposures.

•

Oversee and monitor our compliance with significant legal and regulatory matters, as well as oversee our corporate compliance and ethics program.

•

Prepare the annual Audit Committee report to be included in our annual proxy statement, as well as review other related disclosures in such proxy statement or other SEC filing.

Our Audit Committee has the authority to retain counsel and other advisors to fulfill its responsibilities and duties. Our Audit Committee may also form and delegate authority to subcommittees, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements.

Our Board has determined that each of James E. Cline and Frank J. Dellaquila qualifies as an “audit committee financial expert” and that each member of our Audit Committee has sufficient knowledge in reading and understanding financial statements.

Our Audit Committee charter also provides that an Audit Committee member may not simultaneously serve on more than two other audit committees of public companies unless our Board determines that such service would not impair the ability of such person to effectively serve on our Audit Committee. No Audit Committee member currently serves on more than two other audit committees of public companies.

See “Report of our Audit Committee,” “Other Audit Committee Matters,” and “Proposal Two: Ratification of the Appointment of Deloitte & Touche as our Independent Registered Public Accounting Firm for 2025” for additional information regarding Audit Committee activities.

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Compensation Committee

Our Compensation Committee is responsible for overseeing the compensation of our Chief Executive Officer and other executive officers, and for oversight of our incentive compensation and equity-based plans. The principal duties and responsibilities of our Compensation Committee are set forth below.

•

Review and approve goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, the evaluation of the Chief Executive Officer’s and other executive officers’ performance of such goals and objectives, and the determination and approval of compensation based on such evaluation. Such compensation review includes base salary, bonus, equity awards, perquisites and other material benefits.

•

Review and approve any employment, severance, change-in-control or similar agreements with any executive officer.

•

Review and approve, or make recommendations to our Board regarding our compensation philosophy, strategy, policies and programs applicable to our executive officers.

•

Review and approve the appropriate peer group and other survey data utilized to benchmark or evaluate executive compensation and benefits, if any.

•

Review, approve and monitor our incentive compensation plans and equity-based plans, including approval of financial and other performance targets applicable to our executive officers, and any incentive or equity-based grants made to our executive officers; provided, that the Compensation Committee will not oversee any non-equity based incentive plans for non-executive officers, unless it so elects in its discretion.

•

Sole and direct responsibility to oversee and assess the independence, qualifications, retention, scope, performance and compensation of our Compensation Committee’s independent compensation consultant.

•

Review and make recommendations to our Board regarding compensation of non-employee directors.

•

Develop, review and recommend to our Board a succession plan for the chief executive officer and other executive officers for both contingent and long-term leadership planning.

•

Review, and recommend to our Board, one or more clawback policies and monitor compliance and recoveries, if any.

•

Review compensation- and human capital management-related disclosures in our annual proxy statement or other SEC filings, and review Company and stockholder proposals related to compensation matters.

•

Review and approve any Stock Ownership Guideline and monitor compliance with such guidelines.

•

Review, at least on an annual basis, an assessment of whether the risks arising from our compensation policies and practices for all employees encourage excessive risk-taking or are reasonably likely to have a material adverse effect on the Company, and to evaluate compensation practices and programs that could mitigate compensation risks generally.

•

Oversee the development and effectiveness of our human capital management practices, policies and strategies.

Our Compensation Committee may form and delegate authority to subcommittees, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements.

Our Board has determined that each member of our Compensation Committee qualifies as a non-employee director under applicable rules and regulations of the SEC.

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Role of Independent Compensation Consultant and Management

Our Compensation Committee has the authority to retain counsel and other advisors to fulfill its responsibilities and duties. In connection with the engagement of such advisors generally, our Compensation Committee reviews the independence of such advisor, based on factors specified by Nasdaq, and other factors it deems appropriate, and specifically with respect to any compensation consultant, any actual or potential conflicts of interest.

Our Compensation Committee determined to re-engage Pearl Meyer & Partners, LLC, its independent compensation consultant since 2020. Upon engagement and consistent with historical practice, our Compensation Committee worked with management to determine Pearl Meyer’s responsibilities and direct its work product for 2024, although our Compensation Committee was responsible for formal approval of the work plan. Pearl Meyer performed no other services for us for 2024, and our Compensation Committee determined there were no conflicts of interest raised by the work of Pearl Meyer for 2024.

Our Compensation Committee also regularly receives input from management, including our Chief Executive Officer, our General Counsel and our Chief Human Resources Officer, with respect to the Company’s executive compensation program and other human capital matters.

See “Named Executive Officer Compensation” and “Named Executive Officer Compensation Tables” for further information on the activities of our Compensation Committee, Pearl Meyer and management regarding the consideration and determination of named executive officer compensation in 2024, and “Director Compensation” for further information on the activities of our Compensation Committee and Pearl Meyer regarding our 2024 non-employee director compensation program.

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Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee identifies and recommends director nominees to our Board for election, develops and recommends to our Board the Corporate Governance Guidelines and other key governance policies, and oversees Board and Committee self-evaluations. The principal duties and responsibilities of our Nominating and Corporate Governance Committee are set forth below.

•

Develop and recommend to the Board for approval the criteria for membership on the Board.

•

Identify and evaluate candidates qualified to become directors of the Company (including any candidates nominated or recommended by stockholders), consistent with criteria approved by our Board.

•

Recommend to our Board nominees for election as directors at the next annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected, as well as to recommend directors to serve on our Committees.

•

Recommend to our Board candidates to fill vacancies and newly created directorships on our Board.

•

Evaluate and make recommendations to the Board regarding the independence of directors and director candidates.

•

Evaluate and make recommendations to the Board regarding director succession planning matters.

•

Review and make recommendations to our Board regarding the size, composition, leadership, organization and responsibilities of our Board and Committees.

•

Develop, review and assess annually the adequacy of our Corporate Governance Guidelines and other key governance principles and guidelines, recommend to our Board any changes deemed appropriate, and monitor or administer such policies as appropriate.

•

Oversee the self-evaluation of our Board and Committees.

•

Oversight of environmental, social and governance strategy, initiatives, policies, reporting and related activities.

•

Oversee director onboarding and continuing education programs.

•

Review director and governance-related disclosures in our annual proxy statement or other SEC filing.

Our Nominating and Corporate Governance Committee has the authority to retain counsel and other advisors to fulfill its responsibilities and duties. Our Nominating and Corporate Governance Committee may also form and delegate authority to subcommittees, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements.

See “—Qualifications, Attributes, Skills and Experience of our Directors” and “—Identifying and Evaluating Candidates for Director” for a description of the experience, mix of skills and other criteria that our Nominating and Corporate Governance Committee considers in the director nomination process or to fill vacancies or newly created directorships. Our Nominating and Corporate Governance Committee considers candidates for our Board from any reasonable source, including recommendations from our existing directors, management, stockholders and any third-party search firms engaged, and does not evaluate candidates differently based on the source of the recommendation.

See “Questions and Answers—When are stockholder proposals due for next year’s annual meeting of the stockholders?” for information for stockholders to present timely notice of stockholder proposals and director nominations. See also our Amended and Restated Bylaws for additional information required to nominate candidates for election as directors or to bring other business before an annual stockholder meeting.

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Meetings of Our Board

Our Board and Committees meet throughout the year generally on a set schedule, and also hold special meetings and act by written consent as appropriate. Our Board held six meetings during 2024. Our non-management directors hold regularly scheduled executive sessions, which generally occur around regularly scheduled meetings of our Board. The independent directors also meet in executive session at least annually.

All directors are expected to attend all of the meetings of our Board and our Board committees on which they serve. During 2024, each person currently serving as a director attended at least 75% of the aggregate of the total number of meetings of our Board and each Committee of which such director was a member. Each director also is encouraged and expected to attend the Company’s annual meeting. All of our current directors who were then serving on our Board attended the 2024 annual meeting of stockholders.

Board’s Role in Risk Oversight

Our Board and Committees have a significant role in overseeing management’s activities regarding risk identification, risk management and risk mitigation. While each Committee is responsible for specific matters, our Board is informed regularly through Committee reports about material activities and discussions. Our Board and Committees also regularly meet to discuss these matters in executive session with their independent advisors and other advisors, as well as with certain members of management. Set forth below is a non-exhaustive list of key risk topics that are subject to Board and Committee oversight.

	Board
	• General risks, including reputational, crisis management and employee safety • Management’s annual business plan and budget, and long-term strategic and industry considerations • Operations (including key marketing activities and dealer/distribution matters) • Liquidity, capital resources, capital expenditures, cash management and related material transactions (including securities and financing transactions) • Emerging technologies and innovation, including material research and development activities • Strategic acquisitions, mergers, investments and divestitures • Crisis management			• Cybersecurity, data privacy matters and related risk mitigation activities • Critical out-of-the-ordinary course matters, such as macroeconomic and weather conditions, catastrophic events, and supply chain challenges • Implementation of our new enterprise resource planning system • Human capital management, including talent acquisition, retention and turnover, compensation employee safety, culture, talent development and training, and diversity, equity and inclusion • Stockholder engagement • Product quality and safety

2025 Proxy Statement 26

TABLE OF CONTENTS

Board of Directors and Corporate Governance

	Audit Committee			Compensation Committee			Nominating and Corporate Governance Committee
	• Major financial risk exposures and risk management policies • Audit of financial statements and primary SEC filings, and related disclosure controls and procedures • Internal audit function and related internal control system • Compliance, ethics, legal and regulatory matters, including whistleblower hotline reports • Related person transactions • Insurance

SEC Form DEF 14A filed by Latham Group Inc.