
▪	~~assist the chairman of the Compensation Committee in his evaluation of our CEO’s performance; and~~


▪	~~perform such other functions as the Board may direct.~~

Director Attendance at Meetings

Our Board held ~~seven~~six meetings in the ~~2017~~2019 fiscal year. As stated in our Corporate Governance Guidelines, we expect directors to attend Board meetings and meetings of the Board committees on which they serve. In the ~~2017~~2019 fiscal year, each of our directors attended 75% or more of the total number of Board meetings and meetings of the Board committees on which ~~he served.~~they served, except Mrs. Oler, who missed two board meetings and two committee meetings in July due to a family emergency.

We encourage each member of our Board to attend the annual meeting, and ~~six~~all of our directors attended the ~~2017~~2019 annual meeting.

Board’s Role in Risk Oversight and Assessment

Our employees, managers and officers conduct our business under the direction of our CEO and the oversight of our Board to enhance our long-term value for our stockholders. The core responsibility of our Board is to exercise its fiduciary duty to act in the best interests of our Company and our stockholders. In discharging this obligation, our Board and committees perform a number of specific functions, including risk assessment, review and oversight. While management is responsible for the day-to-day management of risk, our Board is responsible for oversight of our risk management programs, ensuring that an appropriate culture of risk management exists within the Company, and assisting management in addressing specific risks, such as strategic risks, financial risks, regulatory risks and operational risks.

Our Board’s objective is to have systems and processes in place that bring material risks facing our Company to the Board’s attention and permit the Board to effectively oversee the management of these risks. As reflected in our Code of Business Conduct and Ethics, our Board seeks to establish a “tone at the top” communicating our Board’s strong commitment to ethical behavior and compliance with the law. In furtherance of these goals, our Board regularly includes agenda items at its meetings relating to its risk oversight obligations and meets with various members of management on a range of topics, including corporate governance and regulatory obligations, disaster recovery and business continuity planning, succession planning, safety and risk management, insurance and operations. Our Board also sets and regularly reviews quantitative and qualitative authority levels for management. Further, our Board oversees the strategic direction of our Company, and in doing so considers the potential rewards and risks of our Company’s business opportunities and challenges and monitors the development and management of risks that may impact our strategic goals.

While risk oversight is a full Board responsibility, we also empower our various Board committees to address risk oversight in their respective areas and regularly report on their activities to our full Board. For example, our Strategic Planning Committee routinely reviews with management external and internal risks that may impact our strategic goals and our Compensation Committee assesses risks related to compensation. Our Audit Committee regularly reviews our disclosure controls and procedures and internal control over financial reporting, our Code of Business Conduct and Ethics and other legal and regulatory matters affecting our Company, including compliance policies. Our Audit Committee also discusses our major financial risk exposures and steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. The Audit Committee also assists our Board in reviewing our cybersecurity risk with management. Our director of internal audit reports to and regularly meets in executive session with our Audit Committee.

Compensation-Related Risk

Our Compensation Committee assesses risks associated with our compensation policies and practices. We do not believe that our compensation policies or practices are reasonably likely to have a material adverse effect on our Company. While risk taking is a necessary part of growing a business, our compensation philosophy is focused on aligning compensation with the long-term interests of our stockholders as opposed to rewarding short-term management decisions that could pose long-term risks. For example:


▪	~~our annual cash award programs are capped for all members of senior management, including our Named Executive Officers (NEOs);~~


▪	~~our Share Ownership Guidelines require our NEOs to hold Company stock;~~


▪	~~we maintain a clawback policy for executive compensation;~~


▪	~~our Insider Trading Policy prohibits hedging, pledging or monetization transactions involving our stock;~~


▪	~~our long-term equity-based compensation cliff vests over a period of three to five years for all management recipients; and~~


▪	~~beginning with 2016 grants, restricted stock awards contain performance-based criteria in addition to the time‑based vesting criteria discussed above.~~

▪our annual cash award programs are capped for all members of senior management, including our Named Executive Officers (NEOs);

▪our Share Ownership Guidelines require our NEOs to hold Company stock;

▪we maintain a clawback policy for executive compensation;

▪our Insider Trading Policy prohibits hedging, pledging or monetization transactions involving our stock (see section below titled “Hedging Policy”);

▪our long-term equity-based compensation cliff vests over a period of three to five years for all management recipients; and

▪restricted stock awards contain performance-based criteria in addition to the time-based vesting criteria discussed above.

Moreover, equity awards are granted annually, which means executives always have unvested awards that could significantly decrease in value if our business is not managed for the long term.

Access to Management and Employees

Directors have full and unrestricted access to our management and employees. Additionally, key members of management attend Board meetings from time to time to present information about the results, plans and operations within their areas of responsibility.

Communications with the Board

Stockholders and other interested parties may communicate with the members of our Board by mail addressed to the full Board, a specific member of the Board or to a particular committee of the Board at 109 Northpark Boulevard, Covington, Louisiana 70433. Communications are distributed to the Board, or to a specific member of the Board, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board has requested that certain items that are unrelated to the duties and responsibilities of the Board be excluded, such as junk mail, mass mailings, resumes and other forms of job inquiries and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable may be excluded.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our employees, officers (including our principal executive officer, principal financial officer and principal accounting officer) and directors. Our Code of Business Conduct and Ethics is posted on our website at www.poolcorp.com and can also be obtained free of charge by sending a request to our corporate secretary at 109 Northpark Boulevard, Covington, Louisiana 70433. As permitted by SEC and Nasdaq rules, we intend to satisfy the disclosure requirement regarding an amendment to, or a waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website.

Hedging Policy

We do not believe that our directors, officers, employees or insiders should engage in short-term or speculative transactions involving our Common Stock. As such, our Insider Trading Policy prohibits directors, officers, employees and insiders from engaging in any of the following activities with respect to our Common Stock:

•trading in our Common Stock on a short-term basis - any Common Stock purchased in the open market must be held for a minimum of six months and ideally longer (such short-term trading by directors and executive officers is prohibited by law);

•sales of our Common Stock not owned or not delivered within 20 days of the sale, i.e. “short sales”;

•hedging or monetization transactions involving our Common Stock (including prepaid variable forward contracts, equity swaps, collars and contributing our Common Stock to an exchange fund in exchange for an interest in the fund); and

•the purchase or sale of publicly traded “equity” options in our Common Stock.

Board Committees

Board committees work on key issues in greater detail than would be possible at full Board meetings. The Board has appointed four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Strategic Planning Committee. Each of these Board committees is comprised entirely of independent directors and operates under a written charter, which sets forth the committees’ authorities and responsibilities. The charters are posted on our website at www.poolcorp.com in the “Investors” section under the “Governance” link.

The following table lists our 2019 Board committees, the chairs of each committee, the directors who served on them following the ~~2017~~2019 annual meeting and the number of committee meetings held in ~~2017.~~2019.

Audit

Committee

Compensation

Committee

Nominating and

Corporate Governance

Committee

Strategic Planning

Committee

Andrew W. Code

Timothy M. Graven

Chair

Debra S. Oler

Harlan F. Seymour

Chair

Robert C. Sledd

John E. Stokely

Chair

David G. Whalen

Meetings held in 2019

Audit
Committee
Compensation
Committee
Nominating and
Corporate Governance
Committee
Strategic Planning
Committee
Andrew W. Code ü
Timothy M. Graven Chair
ü

Harlan F. Seymour Chair ü Chair
Robert C. Sledd ü ü
John E. Stokely
ü

Chair
David G. Whalen
ü

ü
Meetings held in 2017 8 5 2 2

The following sections briefly describe our Board committees and outline certain of their principal functions. These descriptions are qualified in their entirety by the full text of the Board committee charters.

Audit Committee

The Audit Committee assists the Board in monitoring:


▪	~~management’s process for ensuring the integrity of our financial statements;~~


▪	~~the independent registered public accounting firm’s qualifications and independence;~~


▪	~~the performance of our internal audit function and independent registered public accounting firm;~~


▪	~~information technology security and risk, including cyber security; and~~


▪	~~management’s process for ensuring our compliance with legal and regulatory requirements.~~

•management’s process for ensuring the integrity of our financial statements;

▪the independent registered public accounting firm’s qualifications and independence;

▪the performance of our internal audit function and independent registered public accounting firm;

▪information technology security and risk, including cyber security; and

▪management’s process for ensuring our compliance with legal and regulatory requirements.

The Board has determined that each Audit Committee member meets the requirements for independence, experience and expertise, including financial literacy, as set forth in the applicable SEC and Nasdaq rules. The Board has further determined that Messrs. Graven, Sledd, Stokely and Whalen are “audit committee financial experts” as defined in the SEC rules.

Compensation Committee

Our Compensation Committee is responsible for oversight of our executive compensation and makes recommendations to our entire Board with respect to director compensation, cash award plans for senior management and equity-based plans for all employees. All members of the Compensation Committee are independent based on the applicable definition of independence for compensation committee members in Nasdaq listing standards and Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act)~~, and Section 162(m) of the Internal Revenue Code (Section 162(m))~~. The Compensation Committee’s specific responsibilities and duties are outlined in detail in our Compensation Committee Charter. The Compensation Committee has full and final authority in connection with the administration of our ~~stock~~equity compensation plans and, in its sole discretion, may grant ~~options and make~~equity-based awards ~~of shares~~ under such plans.

The Compensation Committee has the authority to engage the services of outside advisers, experts and others. Specifically, the Compensation Committee may periodically retain an independent compensation ~~consultants~~consultant to review the overall structure and design of our compensation programs and their suitability in meeting our compensation objectives. In addition, when the Compensation Committee considers changes to specific compensation programs, they may use an outside consultant to review the design and suitability of that specific program.

In ~~2015,~~2019, in an effort to continue to ensure that our executive compensation properly aligns with the interests of our stockholders and remains comparable with the market, the Compensation Committee engaged ~~Lyons, Benenson~~Pearl Meyer & ~~Company Inc. (Lyons), a compensation consultant,~~Partners, LLC (Pearl Meyer) to review our ~~2016~~ executive compensation program and our peer group composition. Also in ~~2015,~~2019, the Compensation Committee engaged ~~Lyons~~Pearl Meyer to conduct a review of ~~non‑employee~~non-employee director and chairman compensation. ~~Lyons~~Pearl Meyer reported directly to the Compensation Committee chairman and was advised by the Compensation Committee to compare our director compensation program against our peer group. As required by SEC and Nasdaq rules, the Compensation Committee assessed the independence of ~~Lyons,~~Pearl Meyer, determined that ~~Lyons~~Pearl Meyer is independent from management and concluded that ~~Lyons’~~Pearl Meyer’s work did not raise any conflict of interest. ~~The Compensation Committee has not retained Lyons since 2015 because our current compensation structures for our NEOs and directors does not differ materially from our 2016 or 2017 compensation plans.~~

For more information regarding the processes used by the Compensation Committee to determine executive compensation, see the section titled “Compensation Discussion and Analysis” below.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee’s primary purpose is to provide oversight on a broad range of issues surrounding the composition of the Board, including:

•identifying qualified individuals to be considered for nomination as a director;


▪	~~identifying qualified individuals to be considered for nomination as a director;~~


▪	~~recommending to the Board director nominees for the next annual meeting of stockholders;~~


▪	~~assisting the Board in committee member selection;~~


▪	~~evaluating the overall effectiveness of the Board and committees of the Board; and~~


▪	~~reviewing and considering corporate governance practices.~~

▪recommending to the Board director nominees for the next annual meeting of stockholders;

▪assisting the Board in committee member selection;

▪evaluating the overall effectiveness of the Board and committees of the Board; and

▪reviewing and considering corporate governance practices.

The Nominating and Corporate Governance Committee has the authority to recommend to the Board candidates for Board membership. Stockholders may also make recommendations for director nominations by sending a letter to the Nominating and Corporate Governance Committee in care of our Corporate Secretary at 109 Northpark Boulevard, Covington, Louisiana 70433. Stockholders making nominations must also comply with the notice procedures set forth in our Bylaws. The Nominating and Corporate Governance Committee evaluates such candidates in the same manner as other candidates.

Strategic Planning Committee

The Strategic Planning Committee assists senior management in the analysis and preparation of our strategic plan and then reports and makes recommendations regarding our strategic plan to the Board. Our strategic planning process involves defining the Company’s strategy and making decisions on allocating resources, including capital and people, to pursue this strategy. Our strategic plan, which we update and review with the Board periodically, incorporates specific goals for growth and business development over the next three to five years.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, Messrs. Seymour, Code and Sledd and Mrs. Oler served on the Compensation Committee and none of them served at any time as officers or employees of the Company or any of its subsidiaries. None of our executive officers served in the last fiscal year as a member of the board of directors or compensation committee of another entity, one of whose executive officers served as a member of our Board or Compensation Committee.

Information about our Executive Officers

The following table presents, as of March ~~16, 2018,~~12, 2020, certain information about our current executive ~~officers (other than Mr. Perez de la Mesa, our President and CEO, whose biographical information appears under “Election of Directors”).~~officers. We expect that each of these officers will remain in his or her current position following the Annual Meeting.



Name and age			Positions and recent business experience
Peter D. Arvan ~~(52)~~(54)			President and Chief Executive Officer ▪President and Chief Executive Officer since January 2019 ▪Chief Operating Officer from August 2017 to January 2019 ▪Executive Vice President ~~and Chief Operating Officer~~ § ~~Chief Operating Officer since August~~from January 2017 to January 2019 §▪ ~~Executive Vice President since January 2017~~ §Chief Executive Officer of Roofing Supply Group from 2013 to 2015 §▪President of GE/SABIC Polymershapes from 2004 to 2013
A. David Cook ~~(62)~~(64)			Group Vice President §▪Group Vice President since 2007 §▪Vice President from 1997 to 2007 §▪Director of National Sales Development of our principal operating subsidiary from 1993 to 1997
Mark W. Joslin ~~(58)~~(60)			Senior Vice President, Chief Financial Officer §▪Senior Vice President, Chief Financial Officer since 2015 §▪Vice President, Chief Financial Officer from 2004 to 2015 §▪Vice President of Corporate Development of Eastman Chemical Company (Eastman) from 2002 to 2004 §▪Vice President and Controller of Eastman from 1999 to 2002
Kenneth G. St. Romain ~~(55)~~(57)			Group Vice President §▪Group Vice President since 2007 §▪General Manager from 2001 to 2007 §▪Regional Manager from 1987 to 2001
Jennifer M. Neil ~~(44)~~(46)			Vice President, Corporate Secretary, ~~General Counsel~~Chief Legal Officer §▪Vice President since ~~March~~ 2018 §▪Corporate Secretary since 2005 §▪ ~~General Counsel~~Chief Legal Officer since 2003
Melanie M. Housey Hart ~~(45)~~(47)			Vice President, Corporate Controller, Chief Accounting Officer §▪Vice President since February 2019 ▪Chief Accounting Officer since 2008 §▪Corporate Controller since 2007 §▪Senior Director of Corporate Accounting from 2006 to 2007 §▪Senior Manager at Ernst & Young LLP from 2001 to 2006

PRINCIPAL STOCKHOLDERS

In accordance with Rule 13d-3 under the Exchange Act, the table below sets forth, as of March ~~16, 2018,~~12, 2020, certain information regarding beneficial ownership of Common Stock by (i) each of our directors, (ii) each of the executive officers listed in the Summary Compensation Table included in “Executive Compensation” (Named Executive Officers), (iii) all of our directors and executive officers as a group and (iv) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding Common Stock. Based on information furnished to us by such stockholders, unless otherwise indicated, all shares indicated as beneficially owned are held with sole voting and investment power. ~~On February 26, 2015, the Board adopted a policy that prohibits our~~Our executive officers and directors are prohibited from pledging the Company’s Common Stock as collateral for a loan, including through the use of traditional margin accounts with a broker.

Name of Beneficial Owner

Number of

Beneficially

Owned ⁽¹⁾

Percentage of

Outstanding

Common Stock

Name of Beneficial Owner

Number of

Beneficially

Owned ⁽¹⁾

Percentage of
Outstanding
Common Stock

Directors

Peter D. Arvan

50,213

Andrew W. Code

31,894

⁽²⁾

Andrew W. Code

10,909

⁽²⁾

Timothy M. Graven

3,360

Timothy M. Graven

4,887

Debra S. Oler

661

Manuel J. Perez de la Mesa

1,629,460

⁽³⁾

Manuel J. Perez de la Mesa

1,346,646

⁽³⁾

Harlan F. Seymour

15,995

Harlan F. Seymour

9,522

Robert C. Sledd

31,076

Robert C. Sledd

14,441

John E. Stokely

30,757

John E. Stokely

12,284

David G. Whalen

3,393

David G. Whalen

5,002

Named Executive Officers ⁽⁴⁾

Peter D. Arvan

25,335

Mark W. Joslin

120,503

A. David Cook

87,304

⁽⁵⁾

A. David Cook

44,099

Mark W. Joslin

162,701

⁽⁶⁾

Kenneth G. St. Romain

316,098

⁽⁷⁾

Kenneth G. St. Romain

166,942

⁽⁵⁾

Jennifer M. Neil

15,051

All executive officers and directors as a group (13 persons)

2,382,313

⁽⁸⁾

All executive officers and directors as a group (14 persons)

1,823,746

⁽⁶⁾

Greater than 5% Beneficial Owners

BlackRock, Inc.

3,412,584

⁽⁹⁾

BlackRock, Inc.

3,640,689

⁽⁷⁾

JPMorgan Chase & Co.

1,773,818

⁽⁸⁾

Neuberger Berman Group LLC

2,460,179

⁽¹⁰⁾

Neuberger Berman Group LLC

1,862,418

⁽⁹⁾

The Vanguard Group, Inc.

3,171,777

⁽¹¹⁾

The Vanguard Group, Inc.

3,519,635

⁽¹⁰⁾

T. Rowe Price Associates, Inc.

2,074,982

⁽¹²⁾

_______________

* Less than one percent.

⁽¹⁾

⁽¹⁾Includes shares of unvested restricted stock for executive officers and directors as these shares convey the right to vote and receive dividends.

⁽²⁾Includes 4,832 shares held by a family trust for which Mr. Code serves as co-trustee and 5,000 held directly by a charitable foundation of which Mr. Code is a director and president (although neither Mr. Code nor any members of his immediate family have a pecuniary interest in such shares).

⁽³⁾Includes (i) 430,096 shares that Mr. Perez de la Mesa has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before May 11, 2020; (ii) 5,000 shares beneficially owned by Mr. Perez de la Mesa’s wife; (iii) 268,723 shares held by a trust for which Mr. Perez de la Mesa serves as a trustee; and (iv) 583,089 shares held in three irrevocable trusts for the benefit of Mr. Perez de la Mesa’s adult children.

⁽⁴⁾Information regarding shares beneficially owned by Mr. Arvan, our chief executive officer, who is an NEO, appears above under the caption “Directors.”

⁽⁵⁾Includes 72,802 shares that Mr. St. Romain has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before May 11, 2020.

⁽⁶⁾Includes 514,148 shares that such persons have the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before May 11, 2020. Also includes 856,644 shares held in family trusts, 5,000 shares held in a charitable foundation and 5,000 shares held by family members of such persons.

⁽⁷⁾Based on the holder’s Schedule 13G/A filed with the SEC on February 5, 2020. BlackRock, Inc. has sole voting power over 3,494,580 shares and sole dispositive power with respect to all shares. The business address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

⁽⁸⁾Based on the holder’s Schedule 13G/A filed with the SEC on December 5, 2019. JPMorgan Chase & Co. has sole voting power over 1,641,122 shares, shared voting power over 2,583 shares, sole dispositive power over 1,761,244 shares and shared dispositive power over 2,814 shares. The business address of JPMorgan Chase & Co. is 383 Madison Avenue, New York, New York 10179.

⁽⁹⁾Based on the holder’s Schedule 13G/A filed with the SEC on February 13, 2020. Neuberger Berman Group LLC (Neuberger) has shared voting power with respect to 1,845,493 shares with Neuberger Berman Investment Advisers LLC and shared dispositive power with respect to all shares. Neuberger Berman Equity Funds has shared voting power and shared dispositive power over 1,298,514 shares. The business address of Neuberger is 1290 Avenue of the Americas, New York, New York 10104.

⁽¹⁰⁾Based on the holder’s Schedule 13G/A filed with the SEC on February 12, 2020. The Vanguard Group, Inc. (Vanguard) has sole voting power over 22,617 shares, shared voting power over 5,867 shares, sole dispositive power over 3,496,243 shares and shared dispositive power over 23,392 shares. The business address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

~~Includes shares of unvested restricted stock for executive officers and directors as these shares convey the right to vote and receive dividends.~~


⁽²⁾	Includes 14,965 shares held by a family trust for which Mr. Code serves as co-trustee and 15,400 held directly by a charitable foundation of which Mr. Code is a director and president (although neither Mr. Code nor any members of his immediate family have a pecuniary interest in such shares).

⁽³⁾

Includes (i) 712,500 shares that Mr. Perez de la Mesa has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before May 15, 2018; (ii) 5,000 shares beneficially owned by Mr. Perez de la Mesa’s wife; (iii) 192,330 shares held by a trust for which Mr. Perez de la Mesa serves as a trustee; and (iv) 660,672 shares held in three irrevocable trusts for the benefit of Mr. Perez de la Mesa’s adult children.


⁽⁴⁾	Information regarding shares beneficially owned by Mr. Perez de la Mesa, our chief executive officer, who is an NEO in addition to Messrs. Arvan, Cook, Joslin and St. Romain, appears above under the caption ~~“Directors.~~”


⁽⁵⁾	~~Includes 30,000 shares that Mr. Cook has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before May 15, 2018.~~


⁽⁶⁾	~~Includes 39,000 shares that Mr. Joslin has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before May 15, 2018.~~


⁽⁷⁾	Includes 228,250 shares that Mr. St. Romain has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before May 15, 2018.


⁽⁸⁾	Includes 1,042,587 shares that such persons have the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before May 15, 2018. Also includes 867,967 shares held in family trusts, 15,400 shares held in a charitable foundation and 5,000 shares held by family members of such persons.


⁽⁹⁾	Based upon such holder’s Schedule 13G/A filed with the SEC on January 29, 2018. BlackRock, Inc. has sole voting power over 3,255,842 shares and sole dispositive power with respect to all shares. The business address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

⁽¹⁰⁾

Based upon such holder’s Schedule 13G/A filed with the SEC on February 15, 2018. Neuberger Berman Group LLC (Neuberger) has shared voting power with respect to 2,443,079 shares with Neuberger Berman Investment Advisers LLC and shared dispositive power with respect to all shares. Neuberger Berman Equity Funds has shared voting power and shared dispositive power over 1,763,939 shares. The business address of Neuberger is 1290 Avenue of the Americas, New York, New York 10104.

⁽¹¹⁾

Based upon such holder’s Schedule 13G/A filed with the SEC on February 12, 2018. The Vanguard Group, Inc. (Vanguard), an investment advisor, has sole voting power over 22,205 shares, shared voting power over 5,275 shares, sole dispositive power over 3,147,532 shares and shared dispositive power over 24,245 shares. The business address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.


⁽¹²⁾	Based upon such holder’s Schedule 13G filed with the SEC on February 14, 2018. T. Rowe Price, Inc. has sole voting power over 514,848 shares and sole dispositive power over all shares. The business address of T. Rowe Price, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202.

EQUITY COMPENSATION PLAN INFORMATION

All of ~~the Company’s~~our existing equity compensation plans were approved by our stockholders. The following table provides information about shares of Common Stock that may be issued under ~~all of the Company’s~~our existing equity compensation plans as of December 31, ~~2017.~~2019.


Plan description			Number of shares of Common Stock to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of shares of Common Stock remaining available for future issuance under equity compensation plans
Equity Compensation Plans Approved by Stockholders:
	2007 Long-Term Incentive Plan (2007 LTIP)	1,302,051	$64.46	4,319,501	⁽¹⁾
	Employee Stock Purchase Plan	—	—	87,751
Equity Compensation Plans Not Approved by Stockholders			—	—	—
	Total	1,302,051	$64.46	4,407,252

Plan description Number of shares of Common Stock to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of shares of Common Stock remaining available for future issuance under equity compensation plans
Equity Compensation Plans Approved by Stockholders:
2007 Long-Term Incentive Plan (2007 LTIP) 2,287,399

$39.67
4,615,148
⁽¹⁾
Employee Stock Purchase Plan —
—
116,309

Equity Compensation Plans Not Approved by Stockholders —
—
—

Total 2,287,399

$39.67
4,731,457

⁽¹⁾ Includes ~~1,186,521~~1,037,669 shares that may be issued as restricted stock.

For a complete description of ~~the Company’s~~our equity compensation plans, see Note 6 ~~to the Company’s 2017~~in our 2019 Annual Report on Form 10-K.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis section (the CD&A) describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during the last fiscal year to our named executive officers (collectively, our Named Executive Officers or NEOs). This list includes our chief executive officer (CEO), our chief financial officer (CFO) and our next three most highly-compensated ~~executives~~executive officers as of December 31, ~~2017.~~2019.

For fiscal ~~2017,~~2019, our Named Executive Officers were:


▪	~~Manuel J. Perez de la Mesa, President, Chief Executive Officer and Director;~~


▪	~~Mark W. Joslin, Senior Vice President and Chief Financial Officer;~~


▪	~~Peter D. Arvan, Executive Vice President and Chief Operating Officer;~~


▪	~~A. David Cook, Group Vice President; and~~


▪	~~Kenneth G. St. Romain, Group Vice President.~~

▪Peter D. Arvan, President, Chief Executive Officer and Director;

▪Mark W. Joslin, Senior Vice President and Chief Financial Officer;

▪A. David Cook, Group Vice President;

▪Kenneth G. St. Romain, Group Vice President; and

▪Jennifer M. Neil, Vice President, Secretary and Chief Legal Officer.

In ~~this CD&A,~~the discussion that follows, we ~~first~~will provide an Executive Summary of our actions and highlights from ~~2017.~~2019. We next explain the principles that guide our Compensation Committee’s executive compensation decisions, our Compensation Philosophy and Objectives. We then describe the Compensation Committee’s Process of Setting Compensation, including any supporting role played by the NEOs themselves. Finally, we discuss in detail each of the Components of Compensation, which includes, for each component, a design overview as well as the actual results yielded for each NEO in ~~2017.~~2019.

Executive Summary

Our Company is the world’s largest wholesale distributor of swimming pool supplies, equipment and related leisure products and is one of the ~~top three~~leading distributors of irrigation and landscape products in the United States. We operate ~~351~~373 sales center locations worldwide, from which our ~~4,200~~approximately 4,500 employees serve roughly 120,000 wholesale customers. For more information about our business, please see Item 1, “Business,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017.~~2019.

Overview of Fiscal 2019

Our ~~consistent~~Company’s financial accomplishments for fiscal 2019 included the following:

▪record annual sales of $3.2 billion, up 7% from 2018;

▪record operating income of $341.2 million, up 9% over 2018;

▪record operating margin of 10.7%, a 20 basis point increase over last year; and

▪record 2019 diluted EPS of $6.40, an increase of 14% over 2018, including a tax-related benefit of $0.57 per share in 2019 and $0.36 per share in 2018.

In 2019, we delivered sales growth of 7%, on top of sales growth of 8% in 2018, and we grew our base business operating margin by 40 basis points. Despite inclement weather throughout much of the first half of the year, our team’s strong execution as well as continuing favorable market conditions helped us deliver base business sales growth ~~reflects industry~~of 5% for the year. Our top line growth ~~plus~~was driven by continued demand for discretionary products, particularly building materials and equipment, as well as market share gains, ~~from existing customers expanding their businesses and~~fueled by our continued success in newer market initiatives such as hardscapes and commercial pools. Improvements in general external market factors in the United States including consumer confidence, employment, housing, and economic expansion, largely supports our base business growth. We feel these positive external trends have promoted increased consumer spending on higher value products that enhance swimming pools and outdoor living spaces.

~~Overview of Fiscal 2017~~

~~Our Company’s financial and operational accomplishments for fiscal 2017 included the following:~~


▪	~~Record annual sales of $2.79 billion, up 8% from 2016;~~


▪	~~Record operating margin of 10.2%;~~


▪	~~Record 2017 diluted EPS of $4.51, an increase of 30% over 2016, up 15% excluding tax-related benefits; and~~


▪	~~Net cash provided by operating activities that was 92% of net income; excluding the net income benefit from tax changes, cash flows from operations was 98% of net income.~~

We generated strong results in 2017, on top of excellent performance and favorable weather in 2016. We attribute our solid sales growth and even stronger profit growth to a combination of strong execution and favorable market conditions. In 2017, our industry benefited from modestly favorable weather overall, despite the hurricanes that impacted sales in Texas and Florida in September and October. Due to the repairs required following major storms, we believe sales mostly recovered by the end of the year. Pool remodeling, equipment replacement, the expansion of commercial and building ~~materials, and our increased~~material products. Our focus on ~~the commercial market were major contributors~~organic growth, process discipline and value creation allowed us to ~~our sales growth. This solid~~convert this top-line growth ~~coupled with sound execution and leverage of our existing infrastructure, delivered~~into operating income growth of ~~11% and adjusted diluted earnings per share (EPS) growth of 15%.~~9% over last year.

Return to Stockholders

We have delivered consistent positive returns to our stockholders over time, and in ~~2017~~2019 we continued our long history of increasing dividends and conducting share repurchases.

~~2017~~

2019 Executive Compensation Program Highlights

▪Our executive compensation program is designed and implemented by the Compensation Committee, which strives to incorporate compensation best practices into our program design. The following summary highlights our commitment to executive compensation practices that align the interests of our executives and stockholders:


▪	Our executive compensation program is designed and implemented by the Compensation Committee, which strives to incorporate compensation best practices into our program design. The following summary highlights our commitment to executive compensation practices that align the interests of our executives and stockholders:

What we do:

What we don’t do:

Our executive pay is predominantly performance-based and not guaranteed.

We do not provide excessive perquisites to our executives.

All of our variable compensation plans have caps on plan formulas.

Directors and NEOs are prohibited from pledging and hedging their shares of company stock.

Our equity plans contain “double trigger” change of control vesting provisions.

Our equity plans prohibit the repricing of underwater stock options.

We benchmark pay relative to the market and review our peer group annually.

We do not provide any change of control cash payments to our executive officers.

We maintain share ownership guidelines.

We do not have any related party ~~transactions.~~transactions with our executive officers.

We maintain executive compensation clawback provisions.

~~We do not provide excise tax gross-ups.~~

The Compensation Committee, like all of our Board committees, is comprised solely of independent directors.

Our Compensation Committee periodically retains its own independent compensation consultant.

~~Beginning in 2016, restricted~~Restricted stock awards include performance-based vesting criteria.


▪	~~A majority of each NEO’s target compensation has been and continues to be at-risk. The charts below show the 2017 plan design, or target, compensation mix by component:~~

▪A majority of each NEO’s target compensation has been and continues to be at-risk. The charts below show the 2019 plan design, or target, compensation mix by component:


▪	The Compensation Committee approved only a marginal increase in base salaries for each NEO (less than 3% on average), consistent with its long-standing policy of placing greater emphasis on the performance-based components of compensation.

▪

The Compensation Committee approved the same annual cash performance potential as the prior year for each NEO, with plan design targeted at 100% of base salary for our CEO and 75% of base salary for our other NEOs. Actual 2017 annual cash performance awards were 98% of base salary for our CEO and averaged 81% of base salary for our other NEOs. Based on our fiscal 2017 adjusted diluted EPS of $3.99, our NEOs achieved 92% of the target incentive for the EPS component of the annual cash performance award.

▪

The Compensation Committee continued to emphasize the importance of our long-term growth by providing substantial pay‑for‑performance compensation opportunities through the medium-term Strategic Plan Incentive Program (SPIP) and the LTIP. For the 2017 SPIP grant, which is based on the diluted EPS growth in the three-year performance period from 2017 to 2019, the Compensation Committee established the diluted EPS baseline at $3.48, which was our adjusted 2016 diluted EPS.

▪Consistent with its long-standing policy of placing greater emphasis on the performance-based components of compensation, the Compensation Committee approved only a marginal increase in base salaries during 2019 for each NEO (less than 3% on average), with the exception of Mr. Arvan, who received a 9.1% increase in recognition of his promotion to chief executive officer in January 2019 and his expanded responsibilities in his new role.

▪The Compensation Committee approved an annual cash performance potential for each NEO, with 2019 plan design targeted at 100% of base salary for Messrs. Arvan and Cook, 75% of base salary for Messrs. Joslin and St. Romain and 50% of base salary for Ms. Neil. Actual 2019 annual cash performance awards were 67.1% of base salary for Mr. Arvan and averaged 65.8% of base salary for our other NEOs. Mr. Arvan’s annual bonus payment represented 67.1% of his target bonus opportunity; annual bonus payments for our other NEOs averaged 83.4% of their target opportunities.

▪The Compensation Committee continued to emphasize the importance of our long-term growth by providing substantial pay-for-performance compensation opportunities through the medium-term Strategic Plan Incentive Program (SPIP) and the Amended and Restated 2007 Long-Term Incentive Plan (2007 LTIP). For the 2019 SPIP grant, which is based on the diluted EPS growth in the three-year performance period from 2019 to 2021, adjusted diluted EPS at December 31, 2018 of $5.26 serves as the baseline for the performance period. Cash payments under the SPIP for the performance period ended December 31, ~~2017~~2019 were ~~156%~~67.8% of base salary (out of a possible 200% for maximum performance) for our ~~NEOs, with the exception of Mr. Arvan who joined the company in January of 2017 and thus was not eligible to participate in the SPIP for the three-year performance period ended December 31, 2017.~~NEOs. These SPIP payments represented an adjusted diluted EPS CAGR of ~~17.8%~~11.8% for the ~~2015~~2017 to ~~2017~~2019 performance period.


▪	The Compensation Committee determined the 2017 equity grants for all NEOs based on total compensation targets approximating the peer group median for total compensation; grants of restricted stock awards to our NEOs contain performance-based vesting criteria.


▪	With regard to our CEO’s 2017 compensation, the Compensation Committee kept the same compensation plan design intact with a very modest salary increase (2.1%), the same annual cash performance program potential, and the same medium-term SPIP and long-term equity components.

▪The Compensation Committee determined the 2019 equity grants for all NEOs based on total compensation targets approximating the peer group median for total compensation; grants of restricted stock awards to our NEOs contain a performance-based vesting criterion (return on invested capital).

▪With regard to Mr. Arvan’s 2019 compensation, in recognition of his promotion to chief executive officer, the Compensation Committee approved a salary increase of 9.1% and increased the value of his performance-based equity grant approximately 37.6%. Mr. Arvan's annual cash performance program and medium-term SPIP potential remained unchanged.

Results Compared to Peers

~~We design~~Our Compensation Committee designs total compensation for our executives to target or approximate the peer median for total compensation (sometimes referred to as ~~compensation~~“compensation by ~~design)~~design”), but ultimately our executives’ total compensation varies depending on our performance. Our peer group is comprised of public companies primarily engaged in wholesale distribution and of similar size based on both revenues and market capitalization. See “Process of Setting Compensation - Benchmarking and Establishment of Peer Group” for further information on our peer group.

The table below presents ~~compounded~~compound annual growth rates (CAGR) for our EPS and stock price performance as well as our total stockholder return (TSR) performance compared to our peer group median as of December 31, ~~2017.~~2019. In addition to our peer group, we believe ~~that~~it is helpful to measure our performance ~~should also be measured~~ against the S&P MidCap 400 Index because (a) it is comprised of ~~more~~ similar-sized public companies that represent the most likely alternative investments for investors and (b) we have no direct public company peers given the niche nature of our industry. Given that our compensation philosophy stresses the long-term growth of stockholder value, we believe that longer-term performance data provides the most appropriate comparisons.


	Pool Corporation
	Adjusted⁽¹⁾ Diluted EPS CAGR		Stock Price CAGR		TSR CAGR		Peer Group Median TSR⁽²⁾ CAGR		S&P MidCap 400 Index CAGR⁽³⁾
1-year	10.8	%	42.9	%	44.3	%	23.2	%	24.1	%
3-year	18.8	%	26.7	%	27.8	%	6.5	%	7.5	%
5-year	19.0	%	27.3	%	28.2	%	5.1	%	7.3	%
10-year	20.1	%	27.2	%	27.9	%	13.9	%	10.8	%

Pool Corporation

Adjusted⁽¹⁾
Diluted EPS
CAGR

Stock Price
CAGR TSR
CAGR
Peer Group
Median
TSR⁽²⁾ CAGR

S&P MidCap
400 Index
CAGR⁽³⁾

1-year 14.7 % 24.3 % 25.6 % 12.7 % 14.5 %
3-year 17.8 % 26.9 % 28.1 % 7.4 % 9.4 %
5-year 16.6 % 25.1 % 26.1 % 6.5 % 13.2 %
10-year 11.3 % 20.7 % 21.4 % 10.8 % 8.4 %

⁽¹⁾

The adjusted diluted EPS CAGR amounts are based on adjusted diluted 2017 EPS of $3.99, which excludes a $0.28 per diluted share benefit from the impact of the Tax Cuts and Jobs Act (the TCJA) enacted in December 2017 as well as a $0.24 benefit from the impact of Accounting Standards Update 2016-09, ~~Improvements to Employee Share‑Based~~⁽¹⁾The adjusted diluted EPS CAGR amounts are based on adjusted diluted 2019 EPS of $5.83, which excludes a $0.57 per diluted share benefit from the impact of Accounting Standards Update 2016-09, Improvements to Employee Share-Based Payment Accounting (ASU 2016-09).

The 1-year diluted EPS CAGR is also based on adjusted 2018 diluted EPS of $5.26, which excludes a $0.36 benefit from the impact of ASU 2016-09.

The 3-year diluted EPS CAGR is also based on adjusted 2016 diluted EPS of $3.48, which excludes a non-cash goodwill impairment charge of ~~$0.6 million, or~~ $0.01 per diluted share. ~~Additionally, the 5-year~~

The 10-year diluted EPS CAGR is also based on adjusted ~~2012~~2009 diluted EPS of $0.93, which excludes ~~a non-cash goodwill impairment charge~~the $0.54 impact of ~~$6.9 million, or $0.14 per diluted share.~~the write-off of our former equity investment in Latham Acquisition Corporation.

⁽²⁾

⁽²⁾We calculated TSR based on changes in the market price of each company’s common stock plus dividends paid during the respective periods, if applicable, using information from company financial statements and various financial websites including www.nasdaq.com. In calculating TSR, we used stock-split adjusted amounts for both historical market prices and dividends paid.

⁽³⁾As reported by Nasdaq.

We calculated TSR based on changes in the market price of each company’s common stock plus dividends paid during the respective periods, if applicable, using information from company financial statements and various financial websites including ~~www.nasdaq.com.~~ ~~In calculating TSR, we used stock-split adjusted amounts for both historical market prices and dividends paid.~~


⁽³⁾	~~As reported by Nasdaq.~~

As reflected in the table below, ~~2017 actual~~2019 total compensation for our NEOs, excluding our CEO, was ~~37% higher~~largely in-line with the peer group median. Total compensation for Mr. Arvan, who was appointed CEO in January, was 30% less than the peer group ~~median amount. This difference largely reflects~~median.


Total Compensation Above (Below) Peer Group Medians⁽¹⁾
Position	2019 Actual		2019 Plan Design
CEO	(30)	%	(24)	%
All Other NEOs	3	%	12	%
All NEOs	(12)	%	(4)	%

⁽¹⁾Our Compensation Committee set our ~~performance over the one-and three-year~~compensation plan design for fiscal 2019 in February 2019. At that time, frames during which our TSR CAGR was 25.6% and 28.1% compared to our peer group median total stockholder return CAGR of 12.7% and 7.4%, respectively. Moreover, our stock price CAGR also exceeds that of the S&P MidCap 400 Index for all periods presented above. As such, our higher-than-peer pay was based on our exceptional performance and, as discussed in the footnote below, the fact that the peer group compensation data for 2018 was not available. Therefore, the peer group median amounts used for comparison in ~~our comparison is generally a year or more old.~~

Total Compensation
Above (Below) Peer Group Medians⁽¹⁾
Position
2017
Actual
2017 Plan Design
CEO 5 % (5 )%
All Other NEOs 61 % 47 %
Total NEOs 37 % 25 %


⁽¹⁾the above table were calculated primarily using 2017 compensation data.	Our Compensation Committee set our compensation plan design for fiscal 2017 in February 2017. At that time, peer group compensation data for 2016 was not available. Therefore, the peer group median amounts used for comparison in the above table were calculated primarily using 2015 compensation data.

The actual amounts in the table above reflect the reported amounts per the Summary Compensation Table, except for the value of stock options. ~~For both our stock options and our peer group’s stock options, rather~~Rather than use the estimated grant date fair values as reported in the peer group’s proxy statements, we estimated stock option values by multiplying the number of stock options awarded by 40% of the stock’s closing price on the grant date (assuming this price equals the exercise price). We believe this eliminates potential differences related to fair value assumptions for expected term, volatility and dividend yield, thus improving the comparability to our peer group.

After review of all existing programs, consideration of current market and competitive conditions, and alignment with our overall compensation objectives and philosophy, we believe that the total compensation program for our executives is appropriately focused on enhancing corporate performance and increasing value for ~~stockholders and enhancing corporate performance.~~stockholders. We believe that a significant part of our executive pay is properly tied to stock appreciation or stockholder value through stock options, restricted stock awards and incentive performance measures.

Results of ~~2017~~2019 Say-on-Pay Vote

At our ~~2017~~2019 annual meeting of stockholders, our stockholders approved our executive compensation by a vote of ~~99.0%~~99.6% of the votes cast (excluding broker non-votes). Because our NEO compensation is principally established in February of each year, the results of the ~~2017 say‑on‑pay~~2019 say-on-pay vote were not taken into consideration in setting the ~~2017~~2019 executive officer compensation. However, the Compensation Committee did consider the strong ~~shareholder~~stockholder support we received on the ~~2016~~2018 say-on-pay vote, which was approved by ~~98.0%~~99.4% of the votes cast (excluding broker non-votes).

The Board and our Compensation Committee appreciate and value the views of our stockholders. Our Compensation Committee is mindful of the strong support our stockholders expressed and as a result continues to believe that our general approach to and design of executive compensation properly align the interests of our stockholders and our performance. Going forward, the Compensation Committee will continue to review stockholder advisory votes on executive compensation and take them into consideration when making future executive compensation decisions.

Compensation Philosophy and Objectives

We believe our employees are our most important asset. The primary objectives of our compensation program are to attract, motivate, reward and retain talented executives who are critical to our success. The overriding principle of our executive compensation philosophy is that compensation must be linked to continuous improvements in corporate performance and sustained increases in stockholder value. We believe that a substantial portion of executive compensation should be at-risk based on performance and that the majority of the at-risk compensation opportunity should be predicated on medium- and long-term rather than short-term results. We strive to develop our executives’ capabilities and focus them on achieving superior long-term returns for our stockholders, while assuring that our programs do not lead to unnecessary risk taking.

Our executive compensation philosophy applies to all employees, with increasingly greater proportions of total compensation being at-risk as an employee’s responsibility increases. While we place great value on long-term performance and the corresponding improvement in stockholder value, we seek to balance the relationship between total stockholder return and short-term and long-term compensation in order to complement our annual and long-term business objectives and encourage the fulfillment of those objectives through executive performance.

In pursuing these objectives, we seek to design and maintain a program that will accomplish the following:

•align total compensation by design to the median total compensation of our peer group;

•align compensation with our performance in achieving financial and non-financial objectives;

•tie compensation to individual and group performance;

•closely align incentive compensation with stockholders’ interests; and

•promote equity ownership by executives through long-term performance compensation.

While we have not established specific target percentages of total compensation for short-term and long-term compensation, we do take into consideration the individual components in relation to the total opportunity we seek to provide. Under our program, our performance impacts both short-term and long-term compensation, as superior performance will result in additional compensation through our annual cash performance program and medium-term SPIP and increased value of our equity grants over the long term. Our goal is for the portion of compensation that is at-risk (both short-term and long-term) to constitute a substantial and meaningful portion of total compensation and for sustained long-term growth to result in the greatest compensation opportunities.

Process of Setting Compensation

Our Compensation Committee is responsible for the oversight of our executive compensation. The Compensation Committee approves compensation plans for senior management and equity-based plans for all employees. In its evaluation of executive compensation, the Compensation Committee considers many factors, including the Company’s overall performance; each individual executive’s role and responsibilities, performance, tenure and experience; and peer group performance.

The Compensation Committee normally meets in February of each year to set executive compensation plans for that fiscal year. To do this, it uses the most current data available for peer group compensation, although this data is generally a year or more old.

Role of Management

The Compensation Committee also relies ~~upon~~on data, analysis and recommendations from our CEO. While the CEO provides recommendations with respect to potential senior management compensation and the Compensation Committee reviews such recommendations, the Compensation Committee ultimately uses its collective judgment to determine senior management compensation. The CEO does not provide recommendations for his own compensation as the Compensation Committee independently determines and approves his compensation. Although the CEO attends Compensation Committee meetings at which executive compensation matters are considered, he is not present when the Compensation Committee deliberates or votes on his compensation. Our Company’s management also assists the Compensation Committee with developing the peer group ~~analysis.~~analysis each year.

Role of Compensation Consultant

Our Compensation Committee periodically engages aan independent compensation consultant to review and comment upon ~~director~~executive and ~~executive~~director compensation. In ~~2015,~~2019, in an effort to continue to ensure that our executive compensation program properly aligns with the interests of our stockholders and remains comparable with the market, the Compensation Committee engaged ~~Lyons, Benenson~~Pearl Meyer & ~~Company Inc. (Lyons)~~Partners, LLC (Pearl Meyer) to review our ~~2016~~ executive and non-employee director compensation program ~~and~~as well as our peer group composition. The Compensation Committee continues to believe that this structure and component mix of pay elements successfully promotes our compensation objectives and philosophy, and, accordingly, has retained this structure since 2016. The Compensation Committee did not retain Lyons to review our 2017 or 2018 executive compensation structure because the structure did not differ materially from our 2016 executive compensation.

Benchmarking and Establishment of Peer Group

As noted above, we believe that ~~the~~ total target compensation for our NEOs should be closely aligned to the median total compensation of our peer group. We establish compensation targets for each executive position in the aggregate and by component based on a design that we believe will best achieve our strategic and financial objectives. The Compensation Committee compares our ~~main~~primary compensation components – base salary, annual ~~bonus,~~cash incentive, SPIP and equity awards – individually and in the aggregate to the compensation of the most highly compensated executive officers of companies it uses as ~~its~~the “peer group” (the peer group is sometimes referred to as the “market”). These comparisons are based on compensation information published in the ~~peer group’s~~ annual proxy statements of the peer group companies, except for the value of stock options. Rather than use the estimated grant date fair values as reported in the proxy statements, we ~~estimated~~estimate stock option values by multiplying the number of stock options awarded by 40% of the stock’s closing price on the grant date (assuming this price equals the exercise price). We believe this adjustment makes the estimated compensation amounts for stock options more comparable between companies by eliminating potential differences related to fair value assumptions for expected term, volatility and dividend yield.

The Compensation Committee reviews management’s evaluation of potential peer companies, approves the annual peer group and also reviews the annual executive compensation analysis that is prepared by management and, in some years, by the compensation consultant. In developing our peer group, we evaluate the following criteria:


▪	~~organizational structure (public companies);~~


▪	~~type of business (primarily wholesale distribution);~~


▪	~~company size (based on revenue and market capitalization); and~~


▪	~~peer group size (number of peer companies).~~

▪organizational structure (public companies);

▪type of business (primarily wholesale distribution);

▪company size (based on revenue and market capitalization); and

▪peer group size (number of peer companies).

In performing our evaluation, we focus on public companies that we believe would provide a comparable cross-industry subset of distributors. While we evaluate companies that may have some manufacturing or retail operations, we generally exclude companies from consideration if the majority of the business is not wholesale distribution. Since our Global Industry Classification Standard (GICS) industry group (2520 - Consumer Durables & Apparel) is ~~very~~ broad and our GICS industry (252020 - Leisure Equipment & Products) would not provide an adequate peer group size, we believe that using a cross-industry subset of wholesale distributors for our peer group provides a more meaningful executive compensation benchmarking analysis than using companies based on one of our industry sectors.

~~In the fall of 2016, we~~The Compensation Committee reviewed ~~and updated~~ our 2018 peer group ~~by removing DXP Enterprises,~~and removed Essendant, Inc. because ~~their~~the company’s market capitalization ~~had fallen out~~was near the bottom end of ~~the criterion~~our range for that criterion. The Compensation Committee added HD Supply and ~~we were able to identify a~~SiteOne Landscape Supply, Inc., both distribution ~~company~~companies with revenue and market capitalization within ~~that range that we believe is better aligned~~our criteria ranges, to our ~~business. As such, we added BMC Stock Holdings, Inc. to our 2017~~2019 peer group.

Our ~~2017~~2019 peer group consisted of the following companies:



ž ⋅Acuity Brands, Inc.		⋅HD Supply	⋅Sally Beauty Holdings, Inc.
⋅Applied Industrial Technologies, Inc.		ž ⋅Helen of Troy Limited	ž ~~Sally Beauty Holdings,~~⋅ScanSource, Inc.
ž ⋅Beacon Roofing Supply, Inc.		ž ⋅Kaman Corporation	ž ~~ScanSource,~~⋅SiteOne Landscape Supply, Inc.
ž ⋅BMC Stock Holdings, Inc.		ž ⋅MRC Global, Inc.	ž⋅Steelcase Inc.
ž ⋅Boise Cascade Company		ž⋅MSC Industrial Direct Company, Inc.	ž ⋅Universal Forest Products, Inc.
ž ⋅Builders FirstSource, Inc.		ž ⋅NOW Inc.	ž ⋅Watsco, Inc.
ž ~~Essendant~~⋅Fastenal Company		⋅Patterson Companies, Inc.	ž ~~Nu Skin Enterprises, Inc.~~	ž ⋅Wesco Aircraft Holdings, Inc.
ž ~~Fastenal Company~~	ž ~~Patterson Companies, Inc.~~

The table below presents our revenue and market capitalization compared to the ~~2017~~median of our 2019 peer group ~~median~~ (based on data available in the fall of ~~2016~~2018 when the ~~2017~~2019 peer group was established).


(in millions)	Revenue		Market capitalization
POOL⁽¹⁾	$	2,788	$	6,287
Peer group median⁽²⁾	3,646		2,131

(in millions) Revenue Market capitalization
POOL ⁽¹⁾
$ 2,363
$ 3,926
Peer group median ⁽²⁾
3,183
1,901
⁽¹⁾POOL’s revenue reflects our most recent annual net sales (fiscal year 2017) at the time of our analysis, and our market capitalization is as of October 8, 2018.


⁽¹⁾ ⁽²⁾The peer group median revenue represents the median annual net sales based on annual public filings available as of October 2018; the peer group median market capitalization is as of October 8, 2018.	~~POOL’s revenue reflects our most recent annual net sales (fiscal year 2015) at the time of our analysis, and our market capitalization is as of October 11, 2016.~~


⁽²⁾	The peer group’s revenue represents the median annual net sales based on annual public filings available as of October 2016; the peer group’s median market capitalization is as of October 11, 2016.

The Compensation Committee reviews each component of our NEOs’ compensation compared to the peer group, and they also review the prior year’s total compensation for our NEOs versus the peer group. However, the Compensation Committee ultimately focuses on whether total compensation by design aligns closely with the peer group median total compensation amounts. While we compare our CEO position to the CEO positions for our peer group, we compare our other NEOs to the peer group in the aggregate as opposed to by position because we believe it affords a better comparison overall as the positions and responsibilities for this group vary from company to company.

Market medians and the ranges around them only represent beginning reference points. The Compensation Committee also uses its subjective judgment to set compensation that reflects factors such as individual performance and skills, long-term potential, tenure in the position and retention considerations. The Compensation Committee also reviews the total annual compensation that each executive could potentially receive and, for perspective, reviews the previous year’s compensation value for each executive.

The Compensation Committee has considered the impact that paying below the median of our peers might have on attracting, retaining and motivating senior management. The Compensation Committee believes that the fundamental philosophy of emphasizing pay-for-performance is the right one for our Company, and that our core compensation program as currently designed (base salary, annual ~~bonus,~~cash incentive, SPIP and equity awards) can provide competitive or superior total compensation for senior management compared to our peer group given a reasonable economic environment. The Compensation Committee continues to believe that the design of our compensation program reflects a greater weighting to performance-based and at-risk compensation than the peer group median, as evidenced by the comparisons of our compensation components to the related peer group median amounts (see tables included in the “Components of Compensation” section below). Provided that our performance meets or exceeds expectations in future years, the Compensation Committee expects our NEOs will realize total compensation comparable or superior to the peer group median over time.

Components of Compensation

Our annual executive compensation program is relatively simple in format and includes four primary components:

Compensation Component

Key Characteristics

Purpose

Base salary

Conservative level of fixed cash compensation based on responsibility, experience and tenure

Provide a fixed, baseline level of cash compensation

Annual cash ~~award~~

incentive
(annual bonus)

Annual cash payment tied to performance during the fiscal year relative to pre-established performance goals

Reward for achieving our annual financial and business goals

Strategic Plan Incentive Program (SPIP)

Medium-term cash performance opportunity

Provide a three-year, performance-based award subject to the achievement of specified earnings objectives, signifying achievement of strategic initiatives

Long-term equity awards

Variable compensation comprised of performance-based restricted stock awards, stock options or a combination of the two

Align executive performance with stockholder interests and long-term goals

As discussed in “Compensation Philosophy and Objectives” above, we believe that employees at senior levels should have a larger proportion of total compensation delivered through pay-for-performance cash awards and long-term equity compensation. As a result, their compensation will be more significantly impacted, both ~~upward~~positively and ~~downward,~~negatively, by our financial performance and stockholder return. Because of this correlation, the Compensation Committee believes our executives have a greater percentage of their compensation at-risk than the executives in our peer group. We discuss each compensation component in more detail below.

Base Salary

(Summary Compensation Table, Column 3)

Salaries provide executives with a base level of income and help achieve the objectives outlined above by attracting and retaining strong talent. Our plan design is for total executive compensation at comparable performance levels to be at the peer group’s median total compensation. However, our base salary is more conservative by design and thus consistent with our overall philosophy of focusing on at-risk or performance-based pay. In determining an executive’s base salary, the Compensation Committee reviews Company and individual performance information and peer group executive compensation information.

Changes in our NEOs’ base salaries from year to year reflect general changes in market pay for executive talent, changes in responsibility for individual NEOs from time to time and, to a lesser extent, the individual’s job performance over time. Additionally, base salary levels for all NEOs have been substantially below market historically as compared to our peers. We do not generally provide our NEOs with automatic annual salary increases or other cost of living adjustments.

The ~~2017~~2019 base salary levels for our NEOs continued to remain low by design as compared to our peer group. The table below presents the percentage by which our NEOs’ ~~2017~~2019 base salaries are below the peer group median base salary amounts.



Base Salary ~~Below~~Above (Below) Peer Group Medians ⁽¹⁾
Position	~~2017~~2019 Actual
CEO	39(44)	%
All Other NEOs	20(31)	%
~~Total~~All NEOs	26(35)	%


⁽¹⁾ ⁽¹⁾Our Compensation Committee set our compensation plan design for fiscal 2019 in February 2019. At that time, peer group compensation data for 2018 was not available. Therefore, the peer group median amounts used for comparison in the above table were calculated primarily using 2017 compensation data. 24	Our Compensation Committee set our compensation plan design for fiscal 2017 in February 2017. At that time, peer group compensation data for 2016 was not available. Therefore, the peer group median amounts used for comparison in the above table were calculated primarily using 2015 compensation data.

In ~~2017,~~February 2019, the Compensation Committee ~~approved a marginal increase in base~~increased executive officer salaries ~~for each NEO.~~ to the following amounts:


Name	Salary		Increase
Peter D. Arvan	$	480,000	9.1	%
Mark W. Joslin	305,000		3.4	%
A. David Cook	325,000		2.5	%
Kenneth G. St. Romain	317,000		2.3	%
Jennifer M. Neil	205,000		2.5	%

The average salary increase for the NEOs was ~~less than 3%~~4.0%. Mr. ~~Perez de la Mesa received a modest 2.1% increase, and Mr. St. Romain~~Arvan received the greatest percentage increase, ~~3.4%~~9.1%, to place him more in line with the target market and his fellow NEOs given his responsibilities and performance. Mr. Perez de la Mesa, as our CEO, receives the highest base salary as compared to our other NEOs in recognition of his

promotion to chief executive officer in January 2019 and in recognition of his substantially greater responsibilities. Mr. ~~Perez de la Mesa’s~~Arvan’s duties and responsibilities ~~encompass~~encompassed all aspects of our management and operations and ~~are~~were greater in scope and collectively more significant in nature than those of any other NEO. Even with these increases, our NEOs’ ~~2017~~2019 base salaries as a group were ~~26%~~35% below the peer group median, as shown in the table above.

Annual Incentive Plan

(Summary Compensation Table, Column 6)5)

(Grants of Plan-Based Awards, Columns 3-4)

We use an annual cash ~~performance~~incentive award (annual bonus) to focus executive behavior on short-term goals for growth, financial performance and other specific financial and business improvement metrics. We offer executives the opportunity to earn goal-oriented awards that are responsive to changing internal and external business conditions from year to year. Each year, objectives are set for the Company, our business units and individual executives. Actual performance is later measured against these objectives. At the first Compensation Committee meeting each year, which is generally held in February, the Committee approves annual bonus payments for the prior year’s performance and reviews and approves goals for each NEO for the current year. Annual bonus payments, if any, are normally made in late February or early March after the end of the performance period in which the bonuses were earned.

Under our Pool Corporation Executive Officer Annual Incentive Plan (the AIP), the Compensation Committee has the discretion to structure the annual bonus program as it deems appropriate, including designing an “umbrella plan” under which one or more performance goals are established to fund a pool, from which individual awards, which may be subject to additional performance criteria, are then made.

~~2017~~2019 Plan Design

While annual incentive plan payments to our NEOs are based on objective financial measures and each NEO’s attainment of certain business objectives, similar to our 2018 plan, our Compensation Committee added return on invested capital (ROIC) as an additional performance metric, which serves as a threshold performance goal. In February ~~2017,~~2019, the Compensation Committee established the performance metrics applicable to awards under the AIP for ~~2017~~2019 and the maximum bonus payable to each NEO under the AIP. Under this plan design, if the Company achieved ROIC of 10% or higher for fiscal year ~~2017,~~2019, a bonus pool of ~~$3,215,000~~$2,856,500 would be funded to satisfy annual bonus payments to all of our executive officers, including the NEOs. The Compensation Committee then ~~uses~~used individual bonus metrics to determine the amounts awarded to each of our NEOs.

To establish our baseline performance goal for performance-based awards issued in 2017, we reviewed our peer companies’ proxy statements and Lyons’ report on executive compensation arrangements presented to our Compensation Committee at the end of 2015. We established the baseline ROIC of 10% for awards granted in 2017 after reviewing the three-year average ROIC (as prepared by Lyons) for our peers for periods dating back to 2008.

~~For consistency purposes, we adopted the~~Our ROIC calculation ~~used by Lyons in their analysis whereby the~~ numerator is net income ~~attributable to Pool Corporation~~ before after-tax interest and other non-operating expenses, net, and the denominator is the sum of total long-term debt (including the current portion) and stockholders’ equity at fiscal year end. Calculated in this way, our ROIC for the year ended December 31, ~~2017~~2019 was ~~27.3%~~30.5%. ~~We calculated adjusted ROIC, which excludes the $12.0 million income tax benefit attributable to the TCJA, of 26.0%.~~

Because our ~~2017~~2019 ROIC was greater than 10%, the bonus pool for ~~2017~~2019 under the AIP was funded. In addition, the Compensation Committee then set additional performance criteria (described below) for each individual NEO in order for the officer to earn his allocated portion of the bonus pool.

For ~~2017,~~2019, our NEOs’ annual bonus targets were based on the following two objective performance criteria categories:


▪	~~specific financial measures (EPS and operational cash flow~~⁽¹⁾~~); and~~


▪	~~specific business objectives tailored to each NEO’s area of responsibility.~~

⁽¹⁾▪~~Mr. Arvan’s annual bonus plan is based on EPS~~specific financial measures (operating income and ~~other~~ operational cash flow); and

▪specific business objectives ~~but is not impacted by operational cash flow.~~tailored to each NEO’s area of responsibility.

The metrics for all NEOs are designed to be challenging and encourage improvement over the status quo. For ~~2017,~~2019, the Compensation Committee used ~~adjusted diluted EPS~~operating income as the primary performance financial metric for annual bonuses, as set forth in the table below. The Compensation Committee may authorize ~~EPS~~ adjustments to operating income as specified by our compensation plans. The Compensation Committee approved ~~2017~~2019 annual bonus payments based on ~~adjusted diluted EPS~~our reported operating income of ~~$3.99, which excludes a $0.28 per diluted share benefit from the impact of the TCJA and a $0.24 benefit from the impact of ASU 2016-09.~~$341.2 million. We believe ~~EPS~~operating income is ~~one~~a strong indicator of ~~the best~~ medium-term and long-term stockholder value ~~indicators~~ as it has had a strong ~~long‑term~~long-term correlation with our stock price over time, it is performance-based, and its use in our cash award plans supports our business goal of providing a superior return to our

stockholders. Further, operating income is not impacted by tax benefits related to share-based compensation expense or changes to federal tax rates. The Compensation Committee has evaluated whether our reliance on ~~EPS~~operating income creates unnecessary risk and does not believe that it does. ~~Indeed, as reflected in the “Executive Summary~~”~~above, the correlation between our 10-year CAGR for adjusted diluted EPS (11.3%) and stock price (20.7%) further underscores why we believe our reliance on EPS is appropriate.~~

The annual bonus ~~provides our CEO~~provided Messrs. Arvan and Cook an up to 200% of salary opportunity (with a plan design of 100%), Messrs. Joslin and ~~our other NEOs~~St. Romain an up to 150% of salary opportunity (with ~~75% being the design). As evidence~~a plan design of ~~our commitment~~75%) and Ms. Neil an up to ~~pay for performance, the table below presents the average annual bonus payout as a percentage~~100% of salary ~~for our NEOs as~~opportunity (with a ~~group over the past five years.~~

Fiscal Year End Average Annual Bonus Payout as a Percentage of Base Salary (for all NEOs as a group)
Adjusted Diluted
EPS Growth Over the Prior Year ⁽¹⁾
2017⁽²⁾
86 % 15 %
2016⁽²⁾
134 % 20 %
2015 104 % 19 %
2014 94 % 19 %
2013⁽²⁾
61 % 11 %


⁽¹⁾	While EPS is the largest component of our annual bonus payout, operational cash flow results and the achievement of other specific business objectives also impact our NEOs’ annual bonus payouts. See the “Components as a % of Base Salary” columns in the table on the following page.

⁽²⁾

The 2017 EPS growth is based on adjusted 2017 diluted EPS, which excludes a $0.28 per diluted share benefit from the impact of the TCJA enacted in December 2017 and a $0.24 per diluted share benefit from the impact of ASU 2016-09. The 2016 EPS growth is based on adjusted 2016 diluted EPS, which excludes a non‑cash goodwill impairment charge of $0.6 million, or $0.01 per diluted share. The 2013 EPS growth is based on adjusted 2012 diluted EPS, which excludes a non-cash goodwill impairment charge of $6.9 million, or $0.14 per diluted share.

plan design of 50%). The table below details compensation opportunities available to each of our NEOs under various ~~2017~~2019 performance scenarios. The extent to which objectives are achieved determines the award earned.

Annual Cash Performance Opportunity

(expressed as a percentage of base salary)


	Operating Income⁽¹⁾																Operational Cash Flow⁽²⁾		Other Specific Business Objectives⁽³⁾	Maximum Opportunity
	$	324.0	$	339.0	$	353.0	$	368.0	$	377.0	$	388.0	80%	95%	105%	110%
Mr. Arvan	15.0%		30%		45.0%		60%		100%		140%		—%	10%	23%	30%	30%	200%
Mr. Joslin	12.5%		25%		37.5%		50%		75%		100%		—%	5%	10%	10%	40%	150%
Mr. Cook	10.0%		20%		30.0%		40%		60%		80%		—%	5%	10%	10%	110%	200%
Mr. St. Romain	10.0%		20%		30.0%		40%		60%		80%		—%	5%	10%	10%	60%	150%
Ms. Neil	12.5%		25%		37.5%		50%		50%		50%		N/A	N/A	N/A	N/A	50%	100%

⁽¹⁾Based on our potential operating income (in millions) for the year ended December 31, 2019. The cash award earned is prorated based on operating income between $324.0 million and $388.0 million.

⁽²⁾Based on our net cash provided by operating activities as a percentage of net income for the year ended December 31, 2019. The cash award earned is prorated based on cash provided by operating activities as a percentage of net income between 80% and 110% for Mr. Arvan and between 80% and 105% for Messrs. Joslin, Cook and St. Romain.

⁽³⁾Each executive’s respective business objectives reflects operational improvements related to his or her specific responsibilities, as described below.

Diluted EPS⁽¹⁾

Operational
Cash Flow⁽²⁾

Other
Specific
Business
Objectives⁽³⁾

Maximum
Opportunity
$ 3.67
$3.79 $3.91 $4.03 $4.15 $4.27 80% 95% 105% 110%
Mr. Perez de la Mesa 15.0 % 30 % 45.0 % 60 % 100 % 140 % —% 10% 23% 30% 30% 200%
Mr. Joslin 12.5 % 25 % 37.5 % 50 % 75 % 100 % —% 6% 10% 10% 40% 150%
Mr. Arvan 12.5 % 25 % 37.5 % 50 % 90 % 100 % N/A N/A N/A N/A 50% 150%
Mr. Cook 10.0 % 20 % 30.0 % 40 % 60 % 80 % —% 6% 10% 10% 60% 150%
Mr. St. Romain 10.0 % 20 % 30.0 % 40 % 60 % 80 % —% 6% 10% 10% 60% 150%


⁽¹⁾	~~Based on our potential diluted EPS for the year ended December 31, 2017. The cash award earned is prorated based on diluted earnings per share between $3.67 and $4.27.~~


⁽²⁾	Based on our net cash provided by operating activities as a percentage of net income for the year ended December 31, 2017. The cash award earned is prorated based on cash provided by operating activities as a percentage of net income between 80% and 110% for Mr. Perez de la Mesa and between 80% and 105% for Messrs. Joslin, Cook and St. Romain.


⁽³⁾	Each executive’s respective business objectives reflects operational improvements related to his or her specific responsibilities, as described below. Certain subjective business objectives, such as organizational planning and development, are also subject to the diluted EPS overlay set forth in the table above.

The table below presents the annual bonus earned by each NEO for ~~2017~~2019 under the AIP. We believe the ~~2017~~2019 actual annual bonus payouts reflected our strong performance in ~~2017,~~2019, including ~~15%~~9% operating income growth ~~in adjusted diluted EPS~~ and a ~~25.6%~~44.3% one-year total stockholder return. These payouts also reflect the variability of our annual cash award based on performance, which is by design given that our NEOs’ base salaries are significantly below our peer group median base salary amounts. The total payouts under the annual bonus ranged from ~~72%~~58.1% to ~~98%~~77.0% of each NEO’s base salary (and from 64.6% to 154.0% of each NEO’s plan design target opportunity) and consisted of a calculated award of approximately ~~24%~~30.0% to ~~46%~~50.0% of base salary for the achievement of specific individual business objectives. All of the ~~2017~~2019 annual cash awards were based on actual objectives achieved and the Compensation Committee did not include any additional discretionary award amounts.


					Components as a % of Base Salary
	Annual Bonus Earned		Bonus as a Percentage of Base Salary		Operating Income⁽¹⁾		Operational Cash Flow⁽²⁾		Other Specific Business Objectives⁽³⁾
Mr. Arvan	$	321,951	67.1	%	32.4	%	4.7	%	30.0	%
Mr. Joslin	193,822		63.5	%	27.0	%	2.3	%	34.2	%
Mr. Cook	209,832		64.6	%	21.6	%	2.3	%	40.7	%
Mr. St. Romain	184,028		58.1	%	21.6	%	2.3	%	34.2	%
Ms. Neil	157,861		77.0	%	27.0	%	N/A		50.0	%

⁽¹⁾We achieved operating income of $341.2 million for the year ended December 31, 2019.

⁽²⁾Net cash provided by operations was 114% of net income for the year ended December 31, 2019. For the purpose of determining the achievement of the operational cash flow measure, the Compensation Committee authorized the use of adjusted net cash provided by operations, which excludes the benefit of a timing difference from pre-price increase inventory purchases executed in the last half of 2018, the impact of working capital at new locations, and investments made in support of vendor programs; adjusted cash flows from operations was 87% of net income.

⁽³⁾Each of the NEO’s respective business objectives reflects our focus on continued growth and improvement in execution over our past performance. In each case, these objectives represent stretch goals that each executive may or may not be able to achieve. The table below describes each NEO’s other specific business objectives, the bonus opportunity as a percentage of base salary for each and the payout level achieved as a percentage of base salary for each.


Other Specific Business Objectives by NEO											Other Specific Business Objectives by NEO

Objective											Objective				Opportunity			Achievement
Mr. Arvan											Mr. Arvan
												§ return on invested capital	10.0	%		10.0	%
												§ organizational planning and development	10.0	%		10.0	%
					Components as a % of Base Salary							§ executive management development	10.0	%		10.0	%
	Annual Bonus Earned		Bonus as a Percentage of Base Salary		Adjusted Diluted EPS⁽¹⁾		Operational Cash Flow⁽²⁾		Other Specific Business Objectives⁽³⁾				30.0	%		30.0	%
Mr. Perez de la Mesa	$	480,200	98.0	%	55.0	%	14.0	%	29.0	%

Mr. Joslin	221,076		77.0	%	45.8	%	7.2	%	24.0	%	Mr. Joslin
Mr. Arvan	337,960		84.5	%	45.8	%	N/A		38.7	%
												§ strategic projects	20.0	%		19.0	%
												§ expense management and profitability improvement	15.0	%		10.2	%
												§ credit and collections initiatives	5.0	%		5.0	%
													40.0	%		34.2	%

Mr. Cook	277,221		90.3	%	36.7	%	7.2	%	46.4	%	Mr. Cook
												§ group profit	90.0	%		31.1	%
												§ working capital management	10.0	%		7.5	%
												§ strategic sourcing	5.0	%		—	%
												§ gross margin	2.5	%		1.3	%
												§ group expense management	2.5	%		0.8	%
													110.0	%		40.7	%

Mr. St. Romain	214,800		71.6	%	36.7	%	7.2	%	27.7	%	Mr. St. Romain
												§ group profit	40.0	%		23.0	%
												§ working capital management	10.0	%		7.5	%
												§ group expense management	5.0	%		2.4	%
												§ gross margin	2.5	%		1.3	%
												§ employee attrition reduction	2.5	%		—	%
													60.0	%		34.2	%

Ms. Neil											Ms. Neil
												§ business development and organizational support	25.0	%		25.0	%
												§ corporate governance and compliance	10.0	%		10.0	%
												§ litigation management	10.0	%		10.0	%
												§ safety and workplace training	5.0	%		5.0	%
													50.0	%		50.0	%


⁽¹⁾	We achieved diluted EPS of $4.51 for the year ended December 31, 2017; adjusted diluted EPS was $3.99 for the year, which excludes a $0.28 per diluted share benefit from the impact of the TCJA and a $0.24 per diluted share benefit from the impact of ASU 2016-09.


⁽²⁾	Net cash provided by operations was 92% of net income for the year ended December 31, 2017. For the purpose of determining the achievement of the operational cash flow measure, the Compensation Committee authorized the use of adjusted net cash provided by operations, which excludes the non-cash net income benefit from tax changes; adjusted cash flows from operations was 98% of net income.

⁽³⁾

Each of the NEO’s respective business objectives reflects our focus on continued growth and improvement in execution over our past performance. In each case, these objectives represent stretch goals that each executive may or may not be able to achieve. The table below describes each NEO’s other specific business objectives, the bonus opportunity as a percentage of base salary for each, and the payout level achieved as a percentage of base salary for each.

Other Specific Business Objectives by NEO

Objective Opportunity Achievement
Mr. Perez de la Mesa

§ return on invested capital
10.0 % 9.0 %

§ organizational planning and development
10.0 % 10.0 %

§ strategic projects
10.0 % 10.0 %
30.0 % 29.0 %

Mr. Joslin

§ expense management and profitability improvement
15.0 % 5.0 %

§ strategic projects
20.0 % 14.0 %

§ credit and collections initiatives
5.0 % 5.0 %
40.0 % 24.0 %

Mr. Arvan

§ direct report group profits
40.0 % 28.7 %

§ organizational planning and development
10.0 % 10.0 %
50.0 % 38.7 %

Mr. Cook

§ group profit
40.0 % 32.7 %

§ working capital management
10.0 % 7.5 %

§ strategic sourcing
5.0 % 5.0 %

§ gross margin
5.0 % 1.2 %
60.0 % 46.4 %

Mr. St. Romain

§ group profit
40.0 % 19.2 %

§ working capital management
10.0 % 7.5 %

§ packaged pool product management
5.0 % 1.0 %

§ gross margin
5.0 % — %
60.0 % 27.7 %

The table below presents the percentage variances between our NEOs’ annual cash award amounts ~~(2017~~(2019 actual and ~~2017~~2019 plan design) and the peer group median annual cash award amounts, which reflect ~~2015~~2017 or ~~2016~~2018 annual cash awards based on publicly available information as of February ~~2017~~2019 when the Compensation Committee set our ~~2017~~2019 compensation.


Annual Cash Award Above (Below) Peer Group Medians
Position	2019 Actual		2019 Plan Design
CEO	(62)	%	(44)	%
All Other NEOs	(32)	%	(19)	%
All NEOs	(45)	%	(30)	%

Annual Cash Award
Above (Below) Peer Group Medians
Position
2017
Actual

2017
Plan Design
CEO (15 )% (13 )%
All Other NEOs 40 % 30 %
Total NEOs 17 % 11 %

Medium-Term Cash Award

(Summary Compensation Table, Column 6)5)

(Grants of Plan-Based Awards, Columns 3-4)

The Compensation Committee adopted the SPIP ~~which our stockholders last approved in 2016,~~ to provide senior management with an additional performance-based award based upon the achievement of specified earnings objectives. The SPIP is a cash-based, ~~pay‑for‑performance~~pay-for-performance award program that links our medium-term financial performance with the total cash compensation paid to senior management. The SPIP serves to complement our annual bonus program and the longer-term value creation potential provided by equity awards. Since the SPIP ties a large percentage of total potential compensation directly to our business results, the Compensation Committee believes this program underscores our ~~pay‑for‑performance~~pay-for-performance philosophy and helps focus executive attention on longer-term strategic goals.

Payouts through the SPIP are based on the three-year ~~compounded~~compound annual growth rate (CAGR) of our diluted EPS. ~~As previously noted, we~~We believe EPS growth is one of the metrics that has shown a strong correlation with our stock price growth over the long term. The Compensation Committee believes that while the SPIP targets are aggressive, they are reasonable and provide both a fair reward and strong upside potential for our executives. The Compensation Committee may authorize EPS adjustments as specified under the SPIP. For the 2017 annual bonus payout, the Compensation Committee authorized the use of adjusted diluted EPS of $3.99 in measuring performance. Consistent with that approach, adjusted diluted EPS will serve as the baseline for the new performance period beginning January 1, 2018 and ending December 31, 2020, except that the Compensation Committee further considered the impact going forward of the lower tax rate under the TCJA.

Under the terms of the SPIP, our NEOs are eligible to earn a maximum cash award of up to 200% of their base salary, with minimum targets based on a three-year EPS CAGR of 10%. The Compensation Committee may authorize EPS adjustments as specified under the SPIP. By way of example, the ~~following~~ table below presents the award, expressed as a percentage of an NEO’s salary, to be earned for the three-year performance period beginning January 1, ~~2017~~2019 and ending December 31, 2021. For this 2019 ~~with a baseline EPS of $3.48, which was our~~grant, 2018 adjusted diluted EPS of $5.26 serves as the baseline for ~~2016:~~the performance period.


CAGR	2021 EPS		Salary %	CAGR	2021 EPS		Salary %
10%	$	7.00	50%	16%	$	8.21	120%
11%	7.19		60%	17%	8.42		140%
12%	7.39		70%	18%	8.64		160%
13%	7.59		80%	19%	8.86		180%
14%	7.79		90%	20%	9.09		200%
15%	8.00		100%

CAGR 2019 EPS Salary % CAGR 2019 EPS Salary %
10%
$4.63
50% 16%
$5.43
120%
11% 4.76
60% 17% 5.57
140%
12% 4.89
70% 18% 5.72
160%
13% 5.02
80% 19% 5.86
180%
14% 5.16
90% 20% 6.01
200%
15% 5.29
100%

The following table presents our three-year EPS CAGR and corresponding payouts as a percentage of base salaries for each of the last three fiscal years.


Three-Year Performance Period	SPIP Payout as a Percentage of NEO Base Salaries⁽¹⁾		Three-Year EPS CAGR
January 1, 2017 - December 31, 2019⁽²⁾	67.8	%	11.8	%
January 1, 2016 - December 31, 2018⁽³⁾	101.6	%	15.1	%
January 1, 2015 - December 31, 2017⁽⁴⁾	156.0	%	17.8	%

⁽¹⁾Mr. Arvan joined our company in January 2017 and was not a participant in the SPIP for the performance period ended December 31, 2017; he received a pro-rated payout for the performance period ended December 31, 2018.

⁽²⁾We calculated the three-year EPS CAGR using 2019 adjusted diluted EPS, which excludes a $1.54 per diluted share benefit from the lower federal tax rate under the TCJA and the tax benefit from ASU 2016-09.

⁽³⁾We calculated the three-year EPS CAGR using 2018 adjusted diluted EPS, which excludes a $1.20 per diluted share benefit from the lower federal tax rate under the TCJA and the tax benefit from ASU 2016-09.

⁽⁴⁾We calculated the three-year EPS CAGR using 2017 adjusted diluted EPS, which excludes a $0.52 per diluted share benefit from the impact of the TCJA and the tax benefit from ASU 2016-09.

Three-Year
Performance Period
SPIP Payout as a Percentage of NEO Base Salaries Three-Year EPS CAGR
January 1, 2015 - December 31, 2017 ⁽¹⁾
156.0 % 17.8 %
January 1, 2014 - December 31, 2016 ⁽²⁾
186.0 % 19.3 %
January 1, 2013 - December 31, 2015 ⁽³⁾
123.3 % 16.2 %


⁽¹⁾	We calculated the three-year EPS CAGR using 2017 adjusted diluted EPS, which excludes a $0.28 per diluted share benefit from the impact of the TCJA and a $0.24 per diluted share benefit from the impact of ASU 2016-09.


⁽²⁾	~~We calculated the 3-year CAGR using adjusted 2016 diluted EPS, which excludes a non-cash goodwill impairment charge of $0.6 million, or $0.01 per diluted share.~~


⁽³⁾	~~The baseline EPS for this performance period reflects adjusted 2012 diluted EPS, which excludes a non-cash goodwill impairment charge of $6.9 million, or $0.14 per diluted share.~~

The following table presents currently outstanding SPIP ~~awards with open~~awards:


Grant Year	Three-Year Performance Period	Baseline EPS			Minimum EPS for Payout (10% CAGR)		Maximum EPS for Payout (20% CAGR)
2018	January 1, 2018 - December 31, 2020	$	4.74	⁽¹⁾	$	6.31	$	8.19
2019	January 1, 2019 - December 31, 2021	$	5.26	⁽²⁾	$	7.00	$	9.09
2020	January 1, 2020 - December 31, 2022	$	5.83	⁽³⁾	$	7.76	$	10.07

⁽¹⁾The 2017 adjusted diluted EPS of $3.99 would have served as the baseline for the performance ~~periods as~~period, except that the Compensation Committee further considered the impact going forward of ~~January 1, 2018:~~the lower tax rate under the TCJA and therefore increased the baseline EPS to $4.74, thereby increasing the rigor of the award.

⁽²⁾The Compensation Committee set the baseline EPS at $5.26 per diluted share, which excludes a $0.36 per diluted share benefit from ASU 2016-09 from 2018 diluted EPS.

Grant Year
Three-Year
Performance Period

Baseline EPS ⁽¹⁾

Minimum EPS
for Payout
(10% CAGR)

Maximum EPS for Payout
(20% CAGR)
2016 January 1, 2016 - December 31, 2018
$2.90

$3.86

$5.01
2017 January 1, 2017 - December 31, 2019
$3.48

$4.63

$6.01
2018 January 1, 2018 - December 31, 2020
$4.74

$6.31

$8.19
⁽³⁾The Compensation Committee set the baseline EPS at $5.83 per diluted share, which excludes a $0.57 per diluted share benefit from ASU 2016-09 from 2019 diluted EPS.


⁽¹⁾	For the 2018 grant, 2017 adjusted diluted EPS of $3.99 serves at the baseline for the performance period, except that the Compensation Committee further considered the impact going forward of the lower tax rate under the TCJA and therefore set the baseline EPS at $4.74.

Long-Term Equity Award

(Summary Compensation Table, ~~Columns 4-5)~~Column 4)

(Grants of Plan-Based Awards, ~~Columns 5-8)~~Column 6)

(Outstanding Equity Awards at Fiscal Year-End)

Equity grants are a key element of our total compensation package. Our approach to long-term equity awards to our NEOs consists of stock options and restricted stock awards, both of which provide retention value through the imposition of cliff vesting conditions. Beginning in 2016, in an effort to place an even greater emphasis on performance, the Compensation Committee granted ~~performance‑based~~performance-based restricted stock awards to our NEOs. While still subject to time-based cliff vesting conditions, these awards are further subjected to performance-based vesting criteria as discussed in more detail below.

~~We determine~~The Compensation Committee determines individual equity grant awards based on relevant market data and each respective employee’s responsibility and performance. We believe that long-term equity awards in the form of stock options align executive performance with stockholder interests because employees have a vested interest in our stock performance and the option’s value only appreciates from stock price improvement after the grant date. Similarly, we believe that restricted stock awards reward performance because the ultimate value of the shares depends upon our Company’s long-term performance. Restricted stock awards convey all the rights of a stockholder, including the right to vote and receive dividends, but recipients may not sell or transfer the shares until they are fully vested. Similarly, we believe that long-term equity awards in the form of stock options align executive performance with stockholder interests because employees have a vested interest in our stock performance and the option’s value only appreciates from stock price improvement after the grant date. The Compensation Committee believes that in times of economic volatility, restricted stock awards can play an important role in retention and motivation that stock options alone cannot.

We use the following service-based equity vesting schedules to encourage employee equity holding and employment retention:



Employee’s Length of Service to the Company						Award Vesting Schedule
Less than five years						100% vest five years after the grant date
More than five years						50% vest three years after the grant date 50% vest five years after the grant date

Beginning with the 2016 equity grants, restricted stock awards to our employees contain performance-based criteria in addition to the service-based vesting criteria discussed above. The awards provide for a three-year performance period for the metric to be achieved. If the performance metric fails to be met, the performance period may be extended; however, if the metric is not met by the end of the extended performance period, then all shares of performance-based restricted stock will be immediately forfeited and canceled for these grants.

Under the performance-based vesting criteria for restricted stock awards granted in ~~2017,~~2019, these shares will vest (subject to satisfaction of the service condition) based on our achievement of a three-year ~~10%~~ ROIC target of 10% established at the beginning of the performance period. We believe ROIC is an important indicator of financial health and company growth and is consistent with our compensation philosophy that compensation must be linked to continuous improvements in corporate performance. Further, after reviewing our peer companies’ proxy statements, we noted that ROIC was among the most widely used of the financial metrics for performance-based compensation. For more information on our ROIC calculation and ~~2017~~2019 results, please see the “Annual Incentive Plan” section above.

In ~~2017,~~2019, the Compensation Committee allowed each of the NEOs to elect to receive his or her equity grant in the form of ~~performance‑based~~performance-based restricted stock awards, stock options, or ~~some reasonable~~a combination of the two. The Compensation Committee believes that both stock options and restricted stock awards are closely aligned with the interests of stockholders and by offering our NEOs this choice, it serves our objectives of retention and motivation. ~~Mr. Perez de la Mesa elected to receive 50%~~In 2019, each of ~~his equity award as performance-~~

~~based restricted stock awards and 50% as stock options. Messrs. Joslin, Arvan, Cook and St. Romain each~~our NEOs elected to receive 100% of their respective equity awards in the form of performance-based restricted stock awards.

In determining the above awards, we used a ratio of 2.5 stock options to 1.0 restricted share. By way of example, Mr. Perez de la Mesa was entitled to receive 45,000 stock option equivalents. He could have elected to receive either 45,000 stock options, 18,000 restricted stock awards, or a combination of the two forms of equity. Mr. Perez de la Mesa chose to receive his 2017 equity grant in the form of 50% stock options and 50% restricted stock awards, which resulted in an award of 22,500 stock options and 9,000 restricted stock awards. This 2.5 to 1.0 ratio reflects the Compensation Committee’s estimate of equivalent fair value amounts for stock options and restricted stock awards. This estimate is based on the average of a range of fair value estimates for stock option awards, assuming that the stock options would have an expected term of 10 years (held for the full contractual term) and an estimated dividend yield rate of 1.5%.

Based on the total grant date fair value of equity-based awards granted in ~~2017,~~2019, the equity-based awards granted to ~~our~~Mr. Arvan as CEO ~~Mr. Perez de la Mesa,~~ were approximately ~~2.0~~2.9 times the average total fair value of the equity-based awards to our other NEOs in recognition of his substantially greater responsibilities. Mr. ~~Perez de la Mesa’s~~Arvan’s duties and responsibilities ~~encompass~~encompassed all aspects of our management and operations and ~~are~~were greater in scope and collectively more significant in nature than those of our other NEOs. Based on the ~~2017~~2019 equity grants and as noted in the table below, ~~our CEO’s 2017~~2019 total equity compensation was largely in line with the peer group median for the most recent fiscal year reported.

The table below presents the percentage variances between our ~~2017~~2019 actual total equity compensation amounts and the peer group median total equity compensation amounts. As previously discussed, all stock option awards are valued based on the number of stock options awarded multiplied by 40% of the ~~closing stock price on the grant date (assuming this price equals the~~option’s exercise ~~price).~~

price.



Total Equity Compensation Above (Below) Peer Group Medians ⁽¹⁾
Position	~~2017~~ 2019 Actual
CEO	8(11)	%
All Other NEOs	~~110~~6	%
~~Total~~All NEOs	59(2)	%


⁽¹⁾ ⁽¹⁾Our Compensation Committee granted equity awards for fiscal 2019 in February 2019. At that time, peer group compensation data for 2018 was not available. Therefore, the peer group median amounts used for comparison in the above table were calculated primarily using 2017 compensation data.	Our Compensation Committee granted equity awards for fiscal 2017 in February 2017. At that time, peer group compensation data for 2016 was not available. Therefore, the peer group median amounts used for comparison in the above table were calculated primarily using 2015 compensation data.

Currently, the Compensation Committee grants equity awards at their first meeting of the year, which is normally held in February. This annual grant coincides with the annual performance review and compensation adjustment cycle. ~~Stock~~If granted, stock options are granted atwith an exercise price equal to our stock’s closing price on the grant date. The Compensation Committee may also grant equity awards to employees hired during the year. As an employee’s responsibility increases, equity grants become a greater percentage of his or her total compensation, equating to more at-risk compensation for higher level employees.

Stock Ownership Guidelines

The Compensation Committee believes that our executives and directors should have a significant equity interest in the Company to create an owner’s perspective in managing our Company and to further align their interests and actions with the interests of our stockholders. Our Board maintains stock ownership guidelines that generally require within five years of appointment for NEOs or three years of appointment for directors, our NEOs and directors hold shares of Common Stock or stock equivalents with a market value as follows:



Position						Equity Ownership Guidelines
CEO						5x base salary
Vice presidents						2x base salary
Directors (other than the CEO)						3x annual cash retainer

The Compensation Committee reviews compliance with the stock ownership guidelines annually, and all NEOs and directors are presently in compliance with the guidelines.

Retirement and Savings Plans

(Summary Compensation Table, Column 7)6)

(Nonqualified Deferred Compensation)

The Pool Corporation 401(k) Plan (the 401(k) Plan), which is generally available to both management and non-management personnel, allows eligible employees to defer eligible compensation up to the Internal Revenue Code limit. For ~~2017,~~2019, the limit was ~~$18,000,~~$19,000, or ~~$24,000~~$25,000 for participants who attained the age of 50 during the plan year. We contribute a 100% match on the first 3% of eligible compensation deferred, a 50% match on deferrals between 3% and 5% and no match on deferrals over 5%.

The PoolCorp Nonqualified Deferred Compensation Plan (the Deferred Compensation Plan) allows certain employees who occupy key management positions (including all of the NEOs) to defer eligible cash compensation and enables participants to receive matching contributions on the same percentage of eligible compensation as offered under the 401(k) Plan. Our total Company matching contributions given to a participant under the 401(k) Plan and the Deferred Compensation Plan during any one year may not exceed 4% of a participant’s eligible cash compensation. The purpose of the Deferred Compensation Plan is to make total retirement benefits for our employees who earn over the qualified plan limits commensurate with those available to other employees as a percentage of pay.

We do not provide any defined benefit pension arrangements nor do we provide any other compensation arrangements to our NEOs other than those discussed in this proxy statement or available to all Company employees.

Perquisites

(Summary Compensation Table, Column 7)6)

Our philosophy is that perquisites should be limited. In line with this philosophy, our executives are offered few benefits that are not generally available to all of our employees. We provide certain employees, including the NEOs, with a company vehicle, including maintenance, insurance and fuel. We allow these employees to use their vehicles for personal and business reasons. Officers may choose to purchase their company vehicle at book value at any point. Additionally, we waive medical and dental monthly premiums for ~~officers, including~~ each of the NEOs. The Company does not own any aircraft or have any contract for air charter service and does not reimburse NEOs for club or like memberships. Excluding benefits available to all ~~full‑time~~full-time employees, NEO benefits and other compensation represent ~~less than 3%~~approximately 3.6% of the NEO total compensation in the aggregate.

Other Compensation Matters

Post-Employment Matters

Under Mr. Perez de la Mesa’s employment agreement, if the Company terminates his employment other than for cause, he will receive his base salary for a period of six months. The agreement also provides that Mr. Perez de la Mesa may not compete with the Company for two years following the termination of his employment. Under Mr. Arvan’s employment agreement, if the Company terminates his employment other than for cause, he will receive his base salary for a period of six months. In ~~the event such termination occurs prior to December 31, 2018, Mr. Arvan will also receive the monthly pro rata portion of both his annual bonus and SPIP award for 2018. Further, in~~ the event Mr. Arvan’s employment is terminated before his 2017 and 2018 equity awards vest, he will retain a pro rata share of such grants. The agreement also provides that Mr. Arvan may not compete with the Company for two years following the termination of his employment. Our other NEOs have also signed employment agreements, which entitle them to receive their respective base salaries for a period of three months if terminated for reasons other than cause, and which prevent them from competing with the Company for one year following such termination.

The Compensation Committee believes these provisions are necessary to recruit highly talented executives and are conservative considering current market conditions and competing businesses. Further, the Compensation Committee believes that these ~~post‑employment~~post-employment payment levels are below the general practice among comparable companies. Our NEOs are not entitled to any change of control or “parachute” payments or benefits other than accelerated vesting of their outstanding equity awards in the case of a qualifying termination within two years of a change of control as further described in the “Potential Payments Upon Termination of Employment or Change of Control” section of our Executive Compensation discussion.

~~Certain Tax Considerations~~

Section 162(m) of the Internal Revenue Code generally places a $1.0 million limit on the amount of compensation a company can deduct in any one year for certain executive officers. Until recent changes to the tax code, however, compensation that qualified as “performance-based” under Section 162(m) did not count against the $1.0 million deduction limit. The Compensation Committee has not adopted a policy that all compensation must be deductible, but has endeavored in the past to make reasonable efforts to ensure that compensation is deductible when possible without limiting our ability to attract and retain qualified executives. As such, our 2017 AIP, certain performance awards under our Amended and Restated 2007 Long-Term Incentive Plan and recent awards under our SPIP were designed in a manner intended to qualify for the performance-based exemption from the deduction limitation of Section 162(m).

The performance-based exemption under Section 162(m) has been repealed, effective for taxable years beginning after December 31, 2017. Thus, compensation paid to our covered executive officers in excess of $1.0 million will not be deductible unless it qualifies for transition relief applicable to remuneration pursuant to written binding contracts in place as of November 2, 2017. Despite the Compensation Committee’s efforts to structure the awards described above in a manner intended to be exempt from the Section 162(m) deduction limitation, because of the uncertain scope of the transition relief under the legislation repealing the performance‑based exemption, no assurance can be given that compensation originally designed to be deductible under Section 162(m) will qualify for the transition relief when paid.

REPORT OF THE COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS OF POOL CORPORATION

FOR THE YEAR ENDED DECEMBER 31, ~~2017~~2019

The Compensation Committee of the Board of Directors has reviewed and discussed with management the Company’s Compensation Discussion and Analysis set forth above and based on that review and discussion has recommended to the Board of Directors that such Compensation Discussion and Analysis be incorporated by reference in the Company’s Annual Report on Form 10-K and included in this Proxy Statement.

COMPENSATION COMMITTEE

Harlan F. Seymour, Chairman

Andrew W. Code

Debra S. Oler

Robert C. Sledd

The Compensation Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not be deemed filed under such Acts.

EXECUTIVE COMPENSATION

The Summary Compensation Table below summarizes the total compensation of our NEOs in ~~2017.~~2019. Based on the totals of the amounts included in the ~~2017~~2019 Summary Compensation Table, base salary accounted for approximately ~~15%~~18% of the total compensation for the NEOs while our annual and medium-term cash awards accounted for approximately ~~31%~~24% of the total compensation for the NEOs. As discussed in our “Compensation Philosophy and Objectives” in the CD&A above, our NEOs have a larger proportion of their total compensation opportunity delivered through pay-for-performance cash awards and long-term equity. For example, Mr. Arvan, our CEO, ~~Mr. Perez de la Mesa,~~ had the largest proportion of total compensation delivered through pay-for-performance cash awards and long-term equity compensation.

FISCAL ~~2017~~2019 SUMMARY COMPENSATION TABLE


Name and Principal Position	Year	Salary		Stock Awards ⁽¹⁾		Non-Equity Incentive Plan Compensation ⁽²⁾		All Other Compensation⁽³⁾		Total
Peter D. Arvan	2019	$	480,000	$	2,088,580	$	647,246	$	74,394	$	3,290,220
President and Chief	2018	440,000		1,518,330		537,478		60,180		2,555,988
Executive Officer	2017	400,000		1,500,014		337,960		36,979		2,274,953
Mark W. Joslin	2019	305,000		825,792		400,520		55,193		1,586,505
Senior Vice President and	2018	295,000		828,180		502,586		67,456		1,693,222
Chief Financial Officer	2017	287,000		877,800		668,796		90,148		1,923,744
A. David Cook	2019	325,000		857,924		430,084		90,084		1,703,092
Group Vice President	2018	317,000		828,180		624,847		70,586		1,840,613
	2017	307,000		877,800		756,141		73,321		2,014,262
Kenneth G. St. Romain	2019	317,000		825,792		398,858		84,114		1,625,764
Group Vice President	2018	310,000		828,180		492,981		81,217		1,712,378
	2017	300,000		877,800		682,800		83,352		1,943,952
Jennifer M. Neil	2019	205,000		388,797		296,789		46,946		937,532
Vice President, Secretary and	2018	200,000		375,442		366,069		57,917		999,428
Chief Legal Officer	2017	195,000		374,528		488,663		58,263		1,116,454

Name and Principal Position Year Salary
Stock
Awards ⁽¹⁾

Option
Awards ⁽²⁾

Non-Equity Incentive Plan
Compensation ⁽³⁾

All Other
Compensation⁽⁴⁾
Total
Manuel J. Perez de la Mesa 2017 $ 490,000
$ 1,053,360
$ 957,600
$ 1,244,600
$ 114,215
$ 3,859,775
President and Chief 2016 480,000
1,050,360
859,650
1,698,357
89,151
4,177,518
    Executive Officer 2015 470,000
1,047,750
959,438
1,167,013
91,238
3,735,439
Mark W. Joslin 2017 287,000
877,800
—
668,796
90,148
1,923,744
Senior Vice President and 2016 279,000
727,020
—
874,175
59,605
1,939,800
    Chief Financial Officer 2015 272,000
698,500
—
620,978
60,237
1,651,715
Peter D. Arvan 2017 400,000
1,500,014
—
337,960
36,979
2,274,953
Executive Vice President and
    Chief Operating Officer
A. David Cook 2017 307,000
877,800
—
756,141
73,321
2,014,262
Group Vice President 2016 301,000
727,020
—
902,471
49,418
1,979,909
2015 295,000
698,500
—
645,167
67,829
1,706,496
Kenneth G. St. Romain 2017 300,000
877,800
—
682,800
83,352
1,943,952
Group Vice President 2016 290,000
727,020
—
909,510
68,927
1,995,457
2015 280,000
523,875
159,906
610,402
70,373
1,644,556


⁽¹⁾	Amounts shown do not reflect compensation actually received by the NEOs. Instead, these amounts reflect the total estimated grant date fair value for the stock awards, which is based on the closing price of our Common Stock on the date of grant in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC)

⁽¹⁾Amounts shown do not reflect compensation actually received by the NEOs. Instead, these amounts reflect the total estimated grant date fair value for the performance-based restricted stock awards, which is based on the closing price of our Common Stock on the date of grant in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. For more information on the stock grants awarded to our NEOs in ~~2017,~~2019, please see the Fiscal ~~2017~~2019 Grants of Plan-Based Awards table below.

⁽²⁾

⁽²⁾The amounts for each NEO consist of payouts under our annual cash performance award program and our SPIP, as set forth below:

Amounts shown do not reflect compensation actually received by the NEOs. Instead, these amounts reflect the total estimated grant date fair value for option awards, determined using the Black-Scholes option valuation method in accordance with FASB ASC Topic 718. Information related to assumptions used in the calculation of the estimated fair value of option awards granted in 2015, 2016 and 2017 are included in footnote 6 to our audited financial statements included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 28, 2018.


⁽³⁾	~~The amounts for each NEO consist of payouts under our annual cash performance award program and our SPIP, as set forth below:~~


Name	Year	Annual Cash Performance Award		SPIP Payout		Name	Year	Annual Cash Performance Award		SPIP Payout
Mr. Perez de la Mesa	2017	$	480,200	$	764,400
Mr. Arvan						Mr. Arvan	2019	$	321,951	$	325,295
	2016	806,400		891,957			2018	313,862		223,616
	2015	587,500		579,513			2017	337,960		—
Mr. Joslin	2017	221,076		447,720		Mr. Joslin	2019	193,822		206,698
	2016	355,725		518,450			2018	202,737		299,849
	2015	285,600		335,378			2017	221,076		447,720
Mr. Arvan	2017	337,960		—
Mr. Cook	2017	277,221		478,920		Mr. Cook	2019	209,832		220,252
	2016	343,140		559,331			2018	302,637		322,210
	2015	281,430		363,737			2017	277,221		478,920
Mr. St. Romain	2017	214,800		468,000		Mr. St. Romain	2019	184,028		214,830
	2016	370,620		538,890			2018	177,886		315,095
	2015	265,160		345,242			2017	214,800		468,000
Ms. Neil						Ms. Neil	2019	157,861		138,928
							2018	162,782		203,287
							2017	183,944		304,719


⁽⁴⁾ ⁽³⁾For details of the components of this category, please see the following All Other Compensation Table below.	~~For details of the components of this category, please see the following All Other Compensation Table below.~~

ALL OTHER COMPENSATION TABLE

The following table describes the components of the All Other Compensation column of the Summary Compensation Table.


Name	Year	Company Matching Contributions to Defined Contribution Plans		Vehicle ⁽¹⁾		Other⁽²⁾
Mr. Arvan	2019	$	40,662	$	17,349	$	16,383
	2018	31,088		17,471		11,621
	2017	14,770		13,537		8,672
Mr. Joslin	2019	21,252		17,265		16,676
	2018	38,546		15,437		13,473
	2017	56,810		19,846		13,492
Mr. Cook	2019	37,986		31,142		20,956
	2018	42,918		13,633		14,035
	2017	48,374		14,585		10,362
Mr. St. Romain	2019	32,393		21,346		30,375
	2018	39,704		26,117		15,396
	2017	48,373		19,420		15,559
Ms. Neil	2019	15,835		19,432		11,679
	2018	26,672		20,966		10,279
	2017	29,139		18,676		10,448

⁽¹⁾Reflects amounts related to vehicle depreciation, maintenance and insurance expenses for vehicles provided to the NEOs, which may be used for both business and personal purposes. Mr. St. Romain’s 2018 total includes $6,819 related to the sale of his company vehicle.

⁽²⁾Includes medical, dental, and disability insurance premiums and the related tax gross-up amounts. In 2019, for Messrs. Arvan, Cook and St. Romain, this amount also includes fringe-related travel expenses and the related tax gross-up amounts.

Name Year
Company Matching
Contributions
to Defined
Contribution
Plans

Vehicle ⁽¹⁾
Other
Mr. Perez de la Mesa 2017 $ 87,526
$ 14,379
$ 12,310
2016 65,513
14,386
9,252
2015 70,485
14,535
6,218
Mr. Joslin 2017 56,810
19,846
13,492
2016 37,646
12,539
9,420
2015 38,885
12,935
8,417
Mr. Arvan 2017 14,770
13,537
8,672
Mr. Cook 2017 48,374
14,585
10,362
2016 20,594
21,564
7,260
2015 43,011
17,845
6,973
Mr. St. Romain 2017 48,373
19,420
15,559
2016 35,794
19,628
13,505
2015 37,736
20,527
12,110


⁽¹⁾	~~Reflects amounts related to vehicle depreciation, maintenance and insurance expenses for vehicles provided to the NEOs, which may be used for both business and personal purposes.~~

PAY RATIO DISCLOSURE

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC recently adopted a rule requiring public companies to disclose the ratio of the compensation of its CEO to the median compensation of its employees.

The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. WeAs allowed by the SEC’s final rule, we used the same median employee in our 2019 pay ratio calculation as identified in our year one calculation. In 2017, we identified our median employee by examining the 2017 total cash compensation for all employees, excluding the CEO, who were employed by us on December 31, 2017. ~~We included all employees in our analysis.~~ As ~~allowed by the SEC’s final rule,~~permitted, we excluded certain non-U.S. employees representing less than 5% of our total employee population of approximately 4,200. Specifically, we excluded from our employee population all individuals employed in Australia (75), the United Kingdom (25), Mexico (30), and Colombia (2), totaling 132 employees, or just over 3% of our employee population. ~~After identifying~~As both our total employee population and excluded employee population as of December 31, 2019 is consistent with 2017, and our compensation arrangements remain similar, we believe it is appropriate to use the same median employee ~~based on total cash compensation, we~~for our 2019 disclosure. We do not believe any changes made in 2019 would significantly affect our pay ratio disclosure.

We calculated the annual total compensation for ~~such~~our median employee using the same methodology we use for our NEOs as set forth in the ~~2017~~2019 Summary Compensation Table above. See the table below for the results of our analysis.


Median employee annual total compensation	$	50,095
Mr. Arvan annual total compensation	$	3,290,220
Ratio of CEO to median employee compensation	66:1

Median employee annual total compensation $ 44,700
Mr. Perez de la Mesa annual total compensation $ 3,859,775
Ratio of CEO to median employee compensation 86:1

The Grants of Plan-Based Awards ~~Table~~table below sets forth information about the cash plan awards and equity plan awards to our NEOs in ~~2017.~~2019.

FISCAL ~~2017~~2019 GRANTS OF PLAN-BASED AWARDS

Name

Grant Date

Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards

Estimated Future Payouts Under Equity Incentive Plan Awards
Target
(#)

Grant Date
Fair Value of Stock and
Option
Awards
($)

Threshold
($)

Target
($)

Maximum
($)

Peter D. Arvan

02/27/2019

⁽¹⁾

N/A

13,000

⁽⁴⁾

2,088,580

02/27/2019

⁽²⁾

N/A

480,000

960,000

N/A

02/27/2019

⁽³⁾

240,000

480,000

960,000

N/A

Mark W. Joslin

02/27/2019

⁽¹⁾

N/A

5,140

⁽⁴⁾

825,792

02/27/2019

⁽²⁾

N/A

228,750

457,500

N/A

02/27/2019

⁽³⁾

152,500

305,000

610,000

N/A

A. David Cook

02/27/2019

⁽¹⁾

N/A

5,340

⁽⁴⁾

857,924

02/27/2019

⁽²⁾

N/A

325,000

650,000

N/A

02/27/2019

⁽³⁾

162,500

325,000

650,000

N/A

Kenneth G. St. Romain

02/27/2019

⁽¹⁾

N/A

5,140

⁽⁴⁾

825,792

02/27/2019

⁽²⁾

N/A

237,750

475,500

N/A

02/27/2019

⁽³⁾

158,500

317,000

634,000

N/A

Jennifer M. Neil

02/27/2019

⁽¹⁾

N/A

2,420

⁽⁴⁾

388,797

02/27/2019

⁽²⁾

N/A

102,500

205,000

N/A

02/27/2019

⁽³⁾

102,500

205,000

410,000

N/A

⁽¹⁾Reflects performance-based restricted stock granted under our 2007 LTIP.

⁽²⁾Reflects grants under our Annual Bonus Program. See Compensation Discussion and Analysis, “Annual Incentive Plan.” The target and maximum amounts included in this table reflect the potential payments based on 2019 performance; the actual annual performance award payment amounts for 2019 are disclosed in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. The target payouts included in this table reflect 100% of the 2019 base salary amounts for Messrs. Arvan and Cook, 75% of the 2019 base salary amounts for Messrs. Joslin and St. Romain, and 50% of the 2019 base salary amount for Ms. Neil. The maximum potential payouts are 200% of 2019 base salary for Messrs. Arvan and Cook, 150% of 2019 base salary for Messrs. Joslin and St. Romain, and 100% of 2019 base salary for Ms. Neil.

⁽³⁾Reflects grants under our SPIP for the three-year performance period that commenced January 1, 2019 and will end December 31, 2021. Target SPIP payout amounts are based on 100% of 2019 base salaries for each NEO. The threshold SPIP payments reflect 50% of the 2019 base salaries and the maximum potential SPIP payouts reflect 200% of 2019 base salaries.

⁽⁴⁾Each of these performance-based restricted stock grants cliff vests 50% after three years and 50% after five years, except for Mr. Arvan’s grant, which vests 100% after five years, in all cases subject to the achievement of applicable performance criteria. See Compensation Discussion and Analysis “Long-Term Equity Award” for a discussion of the criteria.

Name Grant Date
Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards
Estimated Future Payouts Under Equity Incentive Plan Awards
Target
(#)
All Other
Option Awards: Number of Securities Underlying
Options
(#)
Exercise or
Base Price
of Option Awards
($/Sh)
Grant Date
Fair Value of Stock and
Option
Awards
($)
Target
($)
Maximum
($)
Manuel J. Perez de la Mesa 03/01/2017
⁽¹⁾
N/A
N/A
N/A 22,500
⁽⁴⁾
117.04 957,600
03/01/2017
⁽¹⁾
N/A
N/A
9,000
⁽⁵⁾
N/A N/A 1,053,360
03/01/2017
⁽²⁾
490,000
980,000
N/A N/A N/A N/A
03/01/2017
⁽³⁾
490,000
980,000
N/A N/A N/A N/A
Mark W. Joslin 03/01/2017
⁽¹⁾
N/A
N/A
7,500
⁽⁵⁾
N/A N/A 877,800
03/01/2017
⁽²⁾
215,250
430,500
N/A N/A N/A N/A
03/01/2017
⁽³⁾
287,000
574,000
N/A N/A N/A N/A
Peter D. Arvan 01/03/2017
⁽¹⁾
N/A
N/A
14,335
⁽⁵⁾
N/A N/A 1,500,014
01/03/2017
⁽⁶⁾
200,000
400,000
N/A N/A N/A N/A
03/01/2017
⁽²⁾
300,000
600,000
N/A N/A N/A N/A
03/01/2017
⁽³⁾
400,000
800,000
N/A N/A N/A N/A
A. David Cook 03/01/2017
⁽¹⁾
N/A
N/A
7,500
⁽⁵⁾
N/A N/A 877,800
03/01/2017
⁽²⁾
230,250
460,500
N/A N/A N/A N/A
03/01/2017
⁽³⁾
307,000
614,000
N/A N/A N/A N/A
Kenneth G. St. Romain 03/01/2017
⁽¹⁾
N/A
N/A
7,500
⁽⁵⁾
N/A N/A 877,800
03/01/2017
⁽²⁾
225,000
450,000
N/A N/A N/A N/A
03/01/2017
⁽³⁾
300,000
600,000
N/A N/A N/A N/A


⁽¹⁾	~~Granted under our 2007 LTIP.~~

⁽²⁾

~~Reflects grants under our Annual Bonus Program. See Compensation Discussion and Analysis, “Annual Incentive Plan.~~” The target and maximum amounts included in this table reflect the potential payments based on 2017 performance; the actual annual performance award payment amounts for 2017 are disclosed in the “Non‑Equity Incentive Plan Compensation” column in the Summary Compensation Table. The target payouts included in this table reflect 100% of the 2017 base salary amount for Mr. Perez de la Mesa and 75% of the 2017 base salary amounts for each of the other NEOs. The maximum potential payouts are 200% for Mr. Perez de la Mesa and 150% for each of the other NEOs.


⁽³⁾	Reflects grants under our SPIP for the three-year performance period that commenced January 1, 2017 and will end December 31, 2019. Target SPIP payout amounts are based on 100% of 2017 base salaries for each NEO. The threshold SPIP payments reflect 50% of the 2017 base salaries and the maximum potential SPIP payouts reflect 200% of 2017 base salaries.


⁽⁴⁾	This stock option grant cliff vests 50% after three years and 50% after five years, but would fully vest if there is a change of control and Mr. Perez de la Mesa experiences a qualifying termination within two years following the change of control.


⁽⁵⁾	Each of these restricted stock grants cliff vests 50% after three years and 50% after five years, except for Mr. Arvan’s grant, which vests 100% after five years. Each grant is also subject to performance-based vesting criteria. See Compensation Discussion and Analysis, “~~Long-Term Equity Award”~~ ~~for a discussion of the applicable performance criteria.~~


⁽⁶⁾	Reflects a grant under our SPIP for the three-year performance period that commenced January 1, 2016 and will end December 31, 2018. Under this grant, Mr. Arvan’s target SPIP payout amount is based on 50% of his 2017 base salary, and the maximum potential SPIP payout reflects 100% of his 2017 base salary.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Awards

Stock Awards

Name

Grant
Date

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities
Underlying
Unexercised Options (#) Unexercisable

Option
Exercise Price
($/Sh)

Option
Expiration
Date

Number of
Shares or Units
of Stock that Have Not Vested (#)

Market Value of Shares or Units
that Have Not Vested
($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Mr. Arvan

01/03/17

N/A

14,335

⁽¹⁾

3,044,467

⁽¹⁰⁾

02/28/18

N/A

11,000

⁽²⁾

2,336,180

⁽¹⁰⁾

02/27/19

N/A

13,000

⁽³⁾

2,760,940

⁽¹⁰⁾

Mr. Joslin

02/26/15

N/A

5,000

⁽⁴⁾

1,061,900

⁽¹⁰⁾

N/A

02/25/16

N/A

4,500

⁽⁵⁾

955,710

⁽¹⁰⁾

03/01/17

N/A

7,500

⁽⁶⁾

1,592,850

⁽¹⁰⁾

02/28/18

N/A

6,000

⁽⁷⁾

1,274,280

⁽¹⁰⁾

02/27/19

N/A

5,140

⁽⁸⁾

1,091,633

⁽¹⁰⁾

Mr. Cook

02/26/15

N/A

5,000

⁽⁴⁾

1,061,900

⁽¹⁰⁾

N/A

02/25/16

N/A

4,500

⁽⁵⁾

955,710

⁽¹⁰⁾

03/01/17

N/A

7,500

⁽⁶⁾

1,592,850

⁽¹⁰⁾

02/28/18

N/A

6,000

⁽⁷⁾

1,274,280

⁽¹⁰⁾

02/27/19

N/A

5,340

⁽⁸⁾

1,134,109

⁽¹⁰⁾

Mr. St. Romain

03/02/11

60,000

24.50

03/02/21

N/A

02/28/12

27,000

37.13

02/28/22

N/A

02/27/13

15,000

45.61

02/27/23

N/A

02/27/14

6,250

58.26

02/27/24

N/A

02/26/15

3,125

⁽⁹⁾

69.85

02/26/25

3,750

⁽⁴⁾

796,425

⁽¹⁰⁾

N/A

02/25/16

N/A

4,500

⁽⁵⁾

955,710

⁽¹⁰⁾

03/01/17

N/A

7,500

⁽⁶⁾

1,592,850

⁽¹⁰⁾

02/28/18

N/A

6,000

⁽⁷⁾

1,274,280

⁽¹⁰⁾

02/27/19

N/A

5,140

⁽⁸⁾

1,091,633

⁽¹⁰⁾

Ms. Neil

02/26/15

2,250

⁽⁹⁾

69.85

02/26/25

900

⁽⁴⁾

191,142

⁽¹⁰⁾

N/A

02/25/16

N/A

1,800

⁽⁵⁾

382,284

⁽¹⁰⁾

03/01/17

N/A

3,200

⁽⁶⁾

679,616

⁽¹⁰⁾

02/28/18

N/A

2,720

⁽⁷⁾

577,674

⁽¹⁰⁾

02/27/19

N/A

2,420

⁽⁸⁾

513,960

⁽¹⁰⁾

Option Awards Stock Awards
Name
Grant
Date
Number of Securities Underlying Unexercised Options (#) Exercisable
Number of Securities
Underlying
Unexercised Options (#) Unexercisable
Option
Exercise Price
($/Sh)
Option
Expiration
Date
Number of
Shares or Units
of Stock that Have Not Vested (#)
Market Value of Shares or Units
that Have Not Vested
($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Mr. Perez de la Mesa 02/26/08 30,000 - 20.34 02/26/18 N/A N/A N/A
N/A
05/05/09 160,000 - 18.44 05/05/19 N/A N/A N/A
N/A
02/23/10 160,000 - 20.32 02/23/20 N/A N/A N/A
N/A
03/02/11 160,000 - 24.50 03/02/21 N/A N/A N/A
N/A
02/28/12 105,000 -
37.13 02/28/22 N/A N/A N/A
N/A
02/27/13 45,000 45,000
⁽¹⁾
45.61 02/27/23 N/A N/A N/A
N/A
02/27/14 18,750 18,750
⁽²⁾
58.26 02/27/24 7,500
⁽⁷⁾
972,375
⁽¹³⁾
N/A
N/A
02/26/15 - 37,500
⁽³⁾
69.85 02/26/25 15,000
⁽⁸⁾
1,944,750
⁽¹³⁾
N/A
N/A
02/25/16 - 30,000
⁽⁴⁾
80.78 02/25/26 N/A N/A N/A N/A
05/04/16 N/A N/A N/A N/A N/A N/A 12,000
⁽¹⁰⁾
1,555,800
⁽¹³⁾
03/01/17 - 22,500
⁽⁵⁾
117.04 03/01/27 N/A N/A 9,000
⁽¹²⁾
1,166,850
⁽¹³⁾
Mr. Joslin 02/26/08 40,000 - 20.34 02/26/18 N/A N/A N/A
N/A
05/05/09 39,000 - 18.44 05/05/19 N/A N/A N/A
N/A
02/27/13 N/A N/A N/A N/A 6,000
⁽⁶⁾
777,900
⁽¹³⁾
N/A
N/A
02/27/14 N/A N/A N/A N/A 5,000
⁽⁷⁾
648,250
⁽¹³⁾
N/A
N/A
02/26/15 N/A N/A N/A N/A 10,000
⁽⁸⁾
1,296,500
⁽¹³⁾
N/A
N/A
02/25/16 N/A N/A N/A N/A N/A N/A 9,000
⁽⁹⁾
1,166,850
⁽¹³⁾
03/01/17 N/A N/A N/A N/A N/A N/A 7,500
⁽¹²⁾
972,375
⁽¹³⁾
Mr. Arvan 01/03/17 N/A N/A N/A N/A N/A N/A 14,335
⁽¹¹⁾
1,858,533
⁽¹³⁾
Mr. Cook 02/26/08 48,000 - 20.34 02/26/18 N/A N/A N/A
N/A
05/05/09 30,000 - 18.44 05/05/19 N/A N/A N/A
N/A
02/27/13 N/A N/A N/A N/A 6,000
⁽⁶⁾
777,900
⁽¹³⁾
N/A
N/A
02/27/14 N/A N/A N/A N/A 5,000
⁽⁷⁾
648,250
⁽¹³⁾
N/A
N/A
02/26/15 N/A N/A N/A N/A 10,000
⁽⁸⁾
1,296,500
⁽¹³⁾
N/A
N/A
02/25/16 N/A N/A N/A N/A N/A N/A 9,000
⁽⁹⁾
1,166,850
⁽¹³⁾
03/01/17 N/A N/A N/A N/A N/A N/A 7,500
⁽¹²⁾
972,375
⁽¹³⁾

⁽¹⁾These shares will vest on January 3, 2022 if the performance-based vesting criteria is met.

~~Note: Table continues~~⁽²⁾These shares will vest on ~~next page.~~February 28, 2023 if the performance-based vesting criteria is met.

⁽³⁾These shares will vest on February 27, 2024 if the performance-based vesting criteria is met.

⁽⁴⁾These shares vested on February 26, 2020.

⁽⁵⁾These shares will vest on February 25, 2021 if the performance-based vesting criteria is met.

⁽⁶⁾These shares vested 50% on March 15, 2020 and 50% will vest on March 1, 2022 if the vesting criteria is met.

⁽⁷⁾These shares will vest 50% on March 15, 2021 and 50% on February 28, 2023 if the performance-based vesting criteria is met.

⁽⁸⁾These shares will vest 50% on February 27, 2022 and 50% on February 27, 2024 if the performance-based vesting criteria is met.

⁽⁹⁾These options vested on February 26, 2020.

⁽¹⁰⁾Based on the market value of $212.38 per share of our Common Stock on December 31, 2019.


⁽¹⁾	~~These options vested on February 27, 2018.~~


⁽²⁾	~~These options will vest on February 27, 2019.~~


⁽³⁾	~~These options vested 50% on February 26, 2018 and 50% will vest on February 26, 2020.~~


⁽⁴⁾	~~These options will vest 50% on February 25, 2019 and 50% on February 25, 2021.~~


⁽⁵⁾	~~These options will vest 50% on March 1, 2020 and 50% on March 1, 2022.~~


⁽⁶⁾	~~These shares vested on February 27, 2018.~~


⁽⁷⁾	~~These shares will vest on February 27, 2019.~~


⁽⁸⁾	~~These shares vested 50% on February 26, 2018 and 50% will vest on February 26, 2020.~~


⁽⁹⁾	~~These shares will vest 50% on February 25, 2019 and 50% on February 25, 2021 if the performance-based vesting criteria is met.~~


⁽¹⁰⁾	~~These shares will vest 50% on May 4, 2019 and 50% on May 4, 2021 if the performance-based vesting criteria is met.~~


⁽¹¹⁾	~~These shares will vest 100% on January 3, 2022 if the performance-based vesting criteria is met.~~


⁽¹²⁾	~~These shares will vest 50% on March 1, 2020 and 50% on March 1, 2022 if the performance-based vesting criteria is met.~~


⁽¹³⁾	~~Based on the market value of $129.65 per share of our Common Stock on December 29, 2017.~~

The table below summarizes the number of shares acquired and the dollar amounts realized by NEOs from the exercise of stock options and the vesting of restricted stock in ~~2017.~~2019.

OPTION EXERCISES AND STOCK AWARDS VESTED


	Option Awards				Stock Awards
Name	Number of Shares Acquired Upon Exercise (#)	Value Realized Upon Exercise ($)		Number of Shares Acquired Upon Vesting (#)	Value Realized Upon Vesting ($)
Peter D. Arvan	—	$	—	—	$	—
Mark W. Joslin	13,000	1,840,904		9,500	1,509,710
A. David Cook	20,000	2,798,372		9,500	1,509,710
Kenneth G. St. Romain	120,000	18,306,641		8,250	1,308,885
Jennifer M. Neil	—	—		3,400	539,620

Option Awards Stock Awards
Name Number of
Shares Acquired
Upon Exercise (#) Value Realized
Upon Exercise ($) Number of
Shares Acquired
Upon Vesting (#) Value Realized
Upon Vesting ($)
Manuel J. Perez de la Mesa 120,000
$ 11,392,081
7,500
$ 878,625
Mark W. Joslin 7,500
595,565
12,200
1,411,662
Peter D. Arvan —
—
—
—
A. David Cook —
—
12,200
1,411,662
Kenneth G. St. Romain 7,500
540,075
5,550
645,790

NONQUALIFIED DEFERRED COMPENSATION

Under our Deferred Compensation Plan, certain executives, including our NEOs, may elect to defer all or a portion of their base salary and annual non-equity incentive compensation. Participants choose to invest their deferrals in one or more specified investment funds. Participants may change their fund selection at any time, subject to certain limitations. The table below shows the funds available and their annual rates of return for the calendar year ended December 31, ~~2017~~2019 as reported by T. Rowe Price. Earnings are determined by the results of the individual investments.


Name of Fund	Rate of Return		Name of Fund	Rate of Return
Artisan International Fund	29.20	%	TRP Retirement 2015 Fund	17.40	%
Goldman Sachs Small Cap Value Fund	23.14	%	TRP Retirement 2020 Fund	19.37	%
Delaware Value Fund	20.24	%	TRP Retirement 2025 Fund	20.95	%
TRP Growth Stock Fund	30.82	%	TRP Retirement 2030 Fund	22.48	%
TRP Mid-Cap Growth Fund	31.53	%	TRP Retirement 2035 Fund	23.70	%
TRP Government Money Fund	1.88	%	TRP Retirement 2040 Fund	24.68	%
Vanguard 500 Index Fund	31.46	%	TRP Retirement 2045 Fund	25.39	%
TRP Small Cap Stock Fund	33.63	%	TRP Retirement 2050 Fund	25.32	%
JP Morgan Mid-Cap Value	26.63	%	TRP Retirement 2055 Fund	25.38	%
Dodge & Cox Income Fund	9.73	%	TRP Retirement 2060 Fund	25.37	%
TRP Retirement 2005 Fund	15.08	%	TRP Value Fund	26.20	%
TRP Retirement 2010 Fund	16.16	%

Name of Fund Rate of Return Name of Fund Rate of Return
Artisan International Fund 31.02 % TRP Retirement 2005 Fund 10.67 %
Goldman Sachs Small Cap Value Fund 12.35 % TRP Retirement 2010 Fund 11.66 %
MSIF U.S. Real Estate Fund 2.98 % TRP Retirement 2015 Fund 13.34 %
Delaware Value Fund 13.64 % TRP Retirement 2020 Fund 15.74 %
TRP Growth Stock Fund 33.63 % TRP Retirement 2025 Fund 17.68 %
TRP Mid-Cap Growth Fund 24.86 % TRP Retirement 2030 Fund 19.45 %
TRP Government Money Fund 0.51 % TRP Retirement 2035 Fund 20.88 %
Vanguard 500 Index Fund 21.79 % TRP Retirement 2040 Fund 22.02 %
TRP Small Cap Stock Fund 15.27 % TRP Retirement 2045 Fund 22.41 %
JP Morgan Mid-Cap Value 13.67 % TRP Value Fund 18.94 %
Dodge & Cox Income Fund 4.36 %

Benefits under our Deferred Compensation Plan will be paid to our NEOs as each executive elects, but no earlier than one full year after the end of the plan year for which compensation is deferred or six months after termination of employment. However, upon a showing of financial hardship and certain other requirements, an NEO may be allowed to access funds in his or her deferred compensation account earlier than the beginning of the year following the executive’s retirement or termination. In the event of a change of control, all vested accrued benefits will automatically be accelerated and payable in full. The time and schedule of payments may also be accelerated if the participant becomes disabled, to fulfill a qualified domestic relations order, if the amount is less than $10,000 or to pay employment taxes. Benefits can be received either as a lump sum payment or installments.

The following table summarizes the nonqualified deferred compensation earned by our NEOs in ~~2017.~~2019. All amounts relate to our Deferred Compensation Plan.


Name	Executive Contributions in Last FY		Company Contributions in Last FY ⁽¹⁾		Aggregate Gains in Last FY		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last FYE
Peter D. Arvan	$	182,278	$	29,462	$	57,383	$	—	$	401,521	⁽²⁾
Mark W. Joslin	25,129		10,052		636,101		(461,422)		2,991,361		⁽³⁾
A. David Cook	157,451		26,786		123,234		(318,761)		573,532		⁽⁴⁾
Kenneth G. St. Romain	64,785		21,193		175,868		—		1,128,271		⁽⁵⁾
Jennifer M. Neil	36,601		5,928		99,592		(39,606)		512,070		⁽⁶⁾

Name
Executive
Contributions
in Last FY

Company
Contributions
in Last FY ⁽¹⁾

Aggregate
Gains in
Last FY

Aggregate
Withdrawals/
Distributions

Aggregate
Balance
at Last FYE

Manuel J. Perez de la Mesa $ 109,408
$ 76,727
$ 355,667
$ —
$ 2,019,046
⁽²⁾
Mark W. Joslin 451,430
46,010
421,344
—
2,850,935
⁽³⁾
Peter D. Arvan 18,461
8,769
1,613
—
28,843

A. David Cook 226,527
37,574
62,111
(43,663 ) 458,005
⁽⁴⁾
Kenneth G. St. Romain 96,745
37,573
117,692
—
817,028
⁽⁵⁾
⁽¹⁾These amounts are included in the Summary Compensation Table within All Other Compensation.

⁽¹⁾

⁽²⁾Includes Company contributions of $15,108 in 2018 and $8,769 in 2017 disclosed in the Summary Compensation Table (All Other Compensation).

⁽³⁾Includes Company contributions of $24,287 in 2018 and $46,010 in 2017 disclosed in the Summary Compensation Table (All Other Compensation).

⁽⁴⁾Includes Company contributions of $30,982 in 2018 and $37,574 in 2017 disclosed in the Summary Compensation Table (All Other Compensation).

⁽⁵⁾Includes Company contributions of $28,704 in 2018 and $37,573 in 2017 disclosed in the Summary Compensation Table (All Other Compensation).

⁽⁶⁾Includes Company contributions of $15,672 in 2018 and $23,626 in 2017 disclosed in the Summary Compensation Table (All Other Compensation).

~~These amounts are included in the Summary Compensation Table within All Other Compensation.~~


⁽²⁾	~~Includes Company contributions of $54,913 for 2016 and $59,885 for 2015 disclosed in the Summary Compensation Table (All Other Compensation).~~


⁽³⁾	~~Includes Company contributions of $27,046 for 2016 and $28,285 for 2015 disclosed in the Summary Compensation Table (All Other Compensation).~~


⁽⁴⁾	~~Includes Company contributions of $9,994 for 2016 and $32,411 for 2015 disclosed in the Summary Compensation Table (All Other Compensation).~~


⁽⁵⁾	~~Includes Company contributions of $25,195 for 2016 and $27,136 for 2015 disclosed in the Summary Compensation Table (All Other Compensation).~~

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

Effect on Outstanding Equity Awards of Termination of Employment or Change of Control ~~upon Outstanding Equity Awards~~

~~Beginning with grants in 2015, our~~Our equity awards are subject to “double trigger” accelerated vesting upon a change of control, which is explained in more detail below.

Stock options granted to NEOs, ~~prior to 2015,~~ subject to certain limitations, will:


▪	~~immediately vest and become fully exercisable upon a change of control, death or disability;~~


▪	remain exercisable and continue to vest in accordance with the original vesting schedule upon retirement (which is defined as attainment of the age of 55 years or more and continuous service to us for a period of at least ten years), provided the recipient complies with certain restrictive covenants;


▪	~~be forfeited, whether or not then exercisable, upon termination for cause; and~~


▪	remain exercisable for the shorter of 90 days or the remaining term upon a termination without cause, unless the Compensation Committee, in its discretion, allows the options to continue to vest in accordance with their original schedule and maintain their original termination date.

~~For grants in 2015~~▪immediately vest and ~~beyond, the provisions above are generally applicable, except that in connection with a change of control, the stock options will only~~become fully exercisable upon an executive’s death or disability;

▪immediately vest and become fully exercisable if the executive experiences a qualifying termination within two years after ~~the~~a change of ~~control. A~~control; a qualifying termination includes a termination by the Company without cause or a termination by the executive for good reason (which is defined as a diminution of the executive’s compensation or responsibilities, or a relocation of more than 50 miles).;

▪remain exercisable and continue to vest in accordance with the original vesting schedule upon retirement (which is defined as attainment of the age of 55 years or more and continuous service to us for a period of at least ten years), provided the recipient complies with certain restrictive covenants;

▪be forfeited, whether or not then exercisable, upon termination for cause; and

▪remain exercisable for the shorter of 90 days or the remaining term upon a termination without cause, unless the Compensation Committee, in its discretion, allows the options to continue to vest in accordance with their original schedule and maintain their original termination date.

Shares of restricted stock, including performance-based restricted stock, granted to NEOs, ~~prior to 2015,~~ subject to certain limitations, will:


▪	~~fully vest upon a change of control, death or disability;~~


▪	~~continue to vest in accordance with the original vesting schedule upon retirement, provided the recipient complies with certain restrictive covenants; and~~


▪	~~be forfeited upon any other termination of employment, whether voluntary or involuntary, unless the Compensation Committee, in its discretion, provides otherwise.~~

▪fully vest upon an executive’s death or disability;

~~For restricted stock grants in 2015 and beyond, the provisions above are generally applicable, except that in connection~~▪fully vest, with ~~a change of control,~~ any applicable performance ~~condition will be~~conditions waived, ~~and the shares of restricted stock will only fully vest~~ if the executive experiences a qualifying termination (as described above) within two years after ~~the~~a change of ~~control.~~control;

▪continue to vest in accordance with the original vesting schedule upon retirement, provided the recipient complies with certain restrictive covenants; and

▪be forfeited upon any other termination of employment, whether voluntary or involuntary, unless the Compensation Committee, in its discretion, provides otherwise.

Under the agreements, “cause” is generally defined as the recipient’s (i) conviction of a felony or any crime or offense lesser than a felony involving the property of the Company; (ii) conduct that has caused demonstrable and serious injury to the Company, monetary or otherwise; (iii) willful refusal to perform or substantial disregard of duties properly assigned; or (iv) breach of duty of loyalty to the Company or other act of fraud or dishonesty with respect to the Company.

Assuming a change of control or the executive’s termination of employment due to death or disability occurred on December 31, 2017, the following table sets forth the value of all unvested stock options and shares of restricted stock granted prior to 2015 and held by the NEOs at December 31, 2017 that would immediately vest upon such event.

Number of Shares
Underlying Unvested Awards

Unrealized Value of
Unvested Awards
Name
Option
Awards

Stock
Awards

Option
Awards ⁽¹⁾

Stock
Awards ⁽²⁾

Total
Awards
Manuel J. Perez de la Mesa 63,750
7,500
$ 5,120,363
$ 972,375
$ 6,092,738
Mark W. Joslin —
11,000
—
1,426,150
1,426,150
Peter D. Arvan —
—
—
—
—
A. David Cook —
11,000
—
1,426,150
1,426,150
Kenneth G. St. Romain 10,625
6,750
853,394
875,138
1,728,532

Assuming the executive’s termination of employment due to death or disability or a change of control and a qualifying termination occurred on December 31, ~~2017,~~2019, the following table sets forth the value of all unvested stock options and shares of restricted stock ~~granted in 2015, 2016 and 2017 and~~ held by the NEOs at December 31, ~~2017~~2019 that would immediately vest upon such ~~event (amounts do not include~~event.


	Number of Shares Underlying Unvested Awards				Unrealized Value of Unvested Awards
Name	Option Awards	Stock Awards	Option Awards ⁽¹⁾		Stock Awards ⁽²⁾		Total Awards
Peter D. Arvan	—	38,335	$	—	$	8,141,587	$	8,141,587
Mark W. Joslin	—	28,140	—		5,976,373		5,976,373
A. David Cook	—	28,340	—		6,018,849		6,018,849
Kenneth G. St. Romain	3,125	26,890	445,406		5,710,898		6,156,304
Jennifer M. Neil	2,250	11,040	320,693		2,344,675		2,665,368

⁽¹⁾We calculated by multiplying the number of unvested in-the-money stock options by the closing price of our Common Stock as of December 31, 2019 and then deducting the aggregate exercise price for these options.

⁽²⁾We calculated by multiplying the number of shares ~~referenced in~~of unvested restricted stock by the ~~table above).~~

Number of Shares
Underlying Unvested Awards

Unrealized Value of
Unvested Awards
Name
Option
Awards

Stock
Awards

Option
Awards ⁽¹⁾

Stock
Awards ⁽²⁾

Total
Awards
Manuel J. Perez de la Mesa 90,000
36,000
$ 3,992,325
$ 4,667,400
$ 8,659,725
Mark W. Joslin —
26,500
—
3,435,725
3,435,725
Peter D. Arvan —
14,335
—
1,858,533
1,858,533
A. David Cook —
26,500
—
3,435,725
3,435,725
Kenneth G. St. Romain 6,250
24,000
373,750
3,111,600
3,485,350


⁽¹⁾closing price of our Common Stock as of December 31, 2019.	We calculated by multiplying the number of unvested in-the-money stock options by the closing price of our Common Stock as of December 29, 2017 and then deducting the aggregate exercise price for these options.


⁽²⁾	~~We calculated by multiplying the number of shares of unvested restricted stock by the closing price of our Common Stock as of December 29, 2017.~~

Severance Payments upon Termination without Cause

Upon termination other than for cause, Mr. ~~Perez de la Mesa and Mr.~~ Arvan ~~are both~~is entitled to receive ~~their~~his base ~~salaries~~salary for a period of six months after termination, and the other NEOs are entitled to receive their respective base salaries for a period of three months.

The table below presents the amounts wethat would ~~pay~~be payable to each NEO upon termination without cause as of December 31, ~~2017.~~2019.


Name	Maximum Cash Payout upon Termination Without Cause
Peter D. Arvan	$	240,000
Mark W. Joslin	76,250
A. David Cook	81,250
Kenneth G. St. Romain	79,250
Jennifer M. Neil	51,250

Name
Maximum Cash Payout
upon Termination
Without Cause
Manuel J. Perez de la Mesa $ 245,000
Mark W. Joslin 71,750
Peter D. Arvan 200,000
A. David Cook 76,750
Kenneth G. St. Romain 75,000

The NEOs are not entitled to any additional compensation, perquisites or other personal benefits upon a change of control, retirement or termination, except for future payments under our 401(k) Plan and Deferred Compensation Plan.

DIRECTOR COMPENSATION

The many responsibilities and risks of serving as a director of a public company require that we provide adequate compensation in order to attract and retain qualified and productive directors. Our directors play an important role in guiding our strategic direction and overseeing our management.

~~In 2015, the Board conducted a review of non-employee director and chairman compensation.~~ The Compensation Committee ~~retained the~~regularly reviews non-employee director compensation, periodically retaining an independent compensation consulting firm ~~of Lyons, Benenson & Company Inc. (Lyons)~~ to assist with its review. Lyons reported directly to the Compensation Committee chairman and was advised by the Compensation Committee to compare our director compensation program against our peer group. Upon conclusion of its review and analysis,Effective May 2019, the Board ~~upon recommendation of~~increased Chairman Stokely’s annual cash retainer from $100,000 to $120,000; the ~~Compensation Committee, adopted the following cash compensation structure effective immediately following~~Board also increased the annual ~~stockholder~~cash retainers for our other non-employee directors from$55,000 to $65,000. Directors also receive annual fees for serving on the Board’s committees, as noted in the table below.


Committee	Chairman Fee		Member Fee
Audit	$	20,000	$	10,000
Compensation	15,000		10,500
Nominating and Corporate Governance	15,000		7,500
Strategic Planning	15,000		7,500

Our directors do not receive separate per meeting ~~in May 2015:~~


▪	~~Lead independent director annual retainer - $90,000~~


▪	~~Non-employee director annual retainer - $55,000~~


▪	~~Audit Committee chairman - $20,000~~


▪	~~Audit Committee membership - $10,000~~


▪	~~Compensation Committee chairman - $15,000~~


▪	~~Compensation Committee membership - $10,500~~


▪	~~Nominating and Corporate Governance Committee chairman - $15,000~~


▪	~~Nominating and Corporate Governance Committee membership - $7,500~~


▪	~~Strategic Planning Committee chairman - $15,000~~


▪	~~Strategic Planning Committee membership - $7,500~~

Wefees for attending Board or committee meetings, but we do reimburse ~~our directors~~them for reasonable out-of-pocket expenses they incur to attend Board and committee meetings and director education programs.

Directors receive annual equity awards and may also elect to receive equity grants in lieu of their cash compensation. In ~~2017,~~2019, each non-employee director was permitted to elect to receive his or her annual equity compensation in (i) ~~2,473~~1,652 stock options with an exercise price equal to our Common Stock’s closing price on the grant date; or (ii) ~~989~~661 shares of restricted stock. The annual equity awards are granted on the date of the annual meeting of stockholders and, except under certain limited circumstances, the options and restricted stock vest no earlier than one year after the grant date, and any options granted are exercisable for up to ten years after the grant date. Each of our non-employee directors elected to receive their ~~2017~~2019 equity compensation in the form of restricted stock. ~~Total non‑employee Board annual compensation for 2017 was $1,223,619.~~

The table below summarizes the compensation we paid to our ~~current~~ non-employee directors ~~and Mr. Sexton, previously our chairman, prior to his retirement~~ during the year ended December 31, ~~2017.~~2019.


Name	Fees Earned or Paid in Cash			Stock Awards ⁽¹⁾		Total
Andrew W. Code	$	73,000	⁽²⁾	$	120,038	$	193,038
Timothy M. Graven	90,000			120,038		210,038
Debra S. Oler	76,000			120,038		196,038
Harlan F. Seymour	100,000			120,038		220,038
Robert C. Sledd	83,000			120,038		203,038
John E. Stokely	140,000			120,038		260,038
David G. Whalen	80,000			120,038		200,038

Name Fees Earned or Paid
in Cash
Stock
Awards ⁽¹⁾
All Other
Compensation Total
Andrew W. Code $ 65,529
⁽²⁾
$ 120,015
$ —
$ 185,544
Timothy M. Graven 82,500
120,015
—
202,515
Harlan F. Seymour 92,500
120,015
—
212,515
Robert C. Sledd 75,500
120,015
—
195,515
John E. Stokely 115,000
120,015
—
235,015
David G. Whalen 72,500
120,015
—
192,515
Wilson B. Sexton ⁽³⁾
33,285
—
2,713
35,998


⁽¹⁾⁽¹⁾Amounts shown do not reflect compensation actually received by the directors. Instead, these amounts reflect the total estimated grant date fair value of the stock awards, which is based on the closing price of our Common Stock on the date of grant in accordance with FASB ASC Topic 718.	Amounts shown do not reflect compensation actually received by the directors. Instead, these amounts reflect the total estimated grant date fair value of the stock awards, which is based on the closing price of our Common Stock on the date of grant in accordance with FASB ASC Topic 718.


⁽²⁾	~~The amount reported in this column represents the grant date fair value of the stock awards Mr. Code opted to receive in lieu of cash compensation.~~


⁽³⁾	Prior to his retirement in May 2017, Mr. Sexton, our former chairman, was eligible to participate in our 401(k) Plan, Deferred Compensation Plan and medical, dental and long-term disability programs on the same basis as our officers.

⁽²⁾The amount reported in this column represents the grant date fair value of the stock awards Mr. Code opted to receive in lieu of cash compensation.

As of December 31, ~~2017, options outstanding, options exercisable and~~2019, stock awards outstanding for each non-employee director included the following:


Director						Stock Awards Outstanding
Mr. Code						1,077
Mr. Graven						661
Mrs. Oler						661
Mr. Seymour						661
Mr. Sledd						661
Mr. Stokely						661
Mr. Whalen						661

Director Options
Outstanding
and Exercisable Stock Awards
Outstanding
Mr. Code —
1,529
Mr. Graven —
989
Mr. Seymour —
989
Mr. Sledd 14,462
989
Mr. Stokely —
989
Mr. Whalen —
989
Mr. Sexton 19,929
—

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our policy for transactions with related persons is included within our Audit Committee Charter. Our Audit Committee Charter requires that the Audit Committee review and approve all related person transactions of the type that would be required to be disclosed in this proxy statement and as may otherwise be required by Nasdaq.

The Audit Committee was not requested to, and did not approve, any transactions required to be reported under SEC rules in fiscal year ~~2017.~~2019.

Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and persons owning more than 10% of a registered class of our equity securities to file with the SEC reports of ownership and changes in ownership of our Common Stock. Directors, executive officers and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of these reports furnished, management believes that the directors, executive officers and greater than 10% stockholders complied with these requirements in a timely manner during the fiscal year ~~2017~~2019 with the exception of one ~~late~~ Form 4 ~~filing~~each for Mr. Cook, Mr. St. ~~Romain.~~Romain, Ms. Neil and Ms. Hart, and two Form 4s for Mr. Joslin.

REPORT OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS OF POOL CORPORATION

FOR THE YEAR ENDED DECEMBER 31, ~~2017~~2019

The Audit Committee reviews the Company’s accounting and financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls over financial reporting.

In this context, the Audit Committee has met and held discussions with management, the Company’s internal auditors and the Company’s independent registered public accounting firm. Management represented to the Audit Committee that the Company’s audited financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has reviewed and discussed the audited financial statements with management and the Company’s independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm those matters required to be discussed by Auditing Standard No. 1301 (formerly Auditing Standard No. 16) - Communications with Audit Committees and Auditing Standard No. 2410 (formerly Auditing Standard No. 18) - Related Parties.

In addition, the Audit Committee has discussed with the Company’s independent registered public accounting firm the firm’s independence from the Company and management and has received the written disclosures and letter from the Company’s independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence.

The Audit Committee has discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee has met with the internal auditors and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2019, for filing with the SEC. The Audit Committee has also approved the selection of the Company’s independent registered public accounting firm for the ~~2018~~2020 fiscal year.

AUDIT COMMITTEE

Timothy M. Graven, Chairman

Robert C. Sledd

John E. Stokely

David G. Whalen

The Audit Committee Report set forth above shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not be deemed filed under such Acts.

PROPOSAL TO RATIFY THE RETENTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(Proposal 2)

The Audit Committee has approved the retention of Ernst & Young LLP (EY) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2018,~~2020, and recommends the ratification of such retention by the stockholders. The Audit Committee reviews the performance of the independent registered public accounting firm annually. If the stockholders do not ratify the selection of EY, the Audit Committee will reconsider the selection. Even if our stockholders ratify the appointment, the Audit Committee may, in its discretion, select a different independent auditor at any time during the year if it determines that such a change would be in the best interest of the Company and our stockholders.

Representatives of EY are expected to be present at the Annual Meeting, with the opportunity to make any statement they desire at that time, and will be available to respond to appropriate questions.

The affirmative vote of the holders of a majority of the shares of Common Stock present ~~in person~~virtually or by proxy at the Annual Meeting and entitled to vote is required for ratification of the retention of EY as the Company’s independent registered public accounting firm.

The Board of Directors unanimously recommends that our stockholders vote FOR the ratification of the retention of EY as our independent registered public accounting firm for fiscal year ~~2018.~~2020.

Fees Paid to Independent Registered Public Accounting Firm

The following table presents fees for professional audit services rendered by EY for the audit of the Company’s annual financial statements for the years ended December 31, ~~2017~~2019 and ~~2016,~~2018, and fees billed for other services rendered by EY.



	2019		2018
Audit fees ⁽¹⁾	$	1,229,156	$	1,220,698
Audit-related fees	—		—
Tax fees⁽²⁾	4,634		43,492
Total	$	1,233,790	$	1,264,190

2017 2016
Audit fees ⁽¹⁾
$ 1,192,000
$ 1,024,000
Audit-related fees —
—
Tax fees⁽²⁾
29,892
—
Total $ 1,221,892
$ 1,024,000

⁽¹⁾Audit fees pertain to the audit of the financial statements included in our Annual Report on Form 10-K, the audit of our internal control over financial reporting and the review of the financial statements included in our Quarterly Reports on Form 10-Q. Audit fees for both years also include services for the statutory audits of certain of our international operations.

⁽¹⁾

⁽²⁾Tax fees relate to tax compliance fees billed in 2019 and tax compliance fees, employment tax advisory services and franchise tax advisory services billed in 2018.

Audit fees pertain to the audit of the financial statements included in our Annual Report on Form 10‑K, the audit of our internal control over financial reporting and the review of the financial statements included in our Quarterly Reports on Form 10‑Q. In 2017, audit fees also include services for the statutory audits of certain of our international operations and, in 2016, the review of our Registration Statement on Form S-8.


⁽²⁾	~~Tax fees relate to employment tax advisory services billed in 2017.~~

The Audit Committee preapproves all audit and permissible non-audit services before such services begin. Mr. Graven, Audit Committee chairman, has the delegated authority to preapprove such services and these preapproval decisions are presented to the full Audit Committee at the next scheduled meeting. During fiscal years ~~2017~~2019 and ~~2016,~~2018, the Audit Committee and/or the Audit Committee chairman preapproved 100% of the services performed by EY. A copy of our Procedure for Preapproval of Services by our Independent Audit Firm is posted on our website at www.poolcorp.com.

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

(Proposal 3)

We are asking stockholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our Named Executive Officers (NEOs) as disclosed in this proxy statement in accordance with the SEC’s rules. As described above in detail under the headings “Compensation Discussion and Analysis” and “Executive Compensation,” our executive compensation programs are designed to attract, motivate and retain our NEOs in a way that rewards performance and is aligned with our stockholders’ long-term interests. We believe that our executive compensation program reflects an overall pay-for-performance culture, which is strongly aligned with the long-term interests of our stockholders. In ~~2017,~~2019, we realized ~~15%~~11% growth in adjusted diluted earnings per share over ~~2016.~~2018. Our total stockholder return over the prior 1, 3, 5 and 10 year periods was ~~25.6%~~44.3%, ~~110.1%~~108.6%, ~~218.6%~~246.5% and ~~593.7%~~1,069.2%, respectively.

By design, our compensation is significantly more performance-weighted than the market, which we believe more closely aligns executive management’s interests with our stockholders, such that above market stockholder returns correlate with above market compensation and below market stockholder returns correlate with below market compensation. In this regard, the primary fixed component of compensation, base salary, is below market for our NEOs. As noted previously, our chief executive officer’s base salary represents ~~61%~~56% of the median salary of our peer group and our other NEOs’ salaries represent on average ~~80%~~65% of the median of peer group salaries.

The annual objectives under our annual cash award program are designed to be challenging and encompass improvement over the status quo with earnings per share being the single most important objective for most of our NEOs.

At our ~~2017~~2019 annual meeting of stockholders, our stockholders overwhelmingly approved our executive compensation by ~~99.0%~~99.6%. The final votes were as follows:


Number of Shares
For	Against	Abstain	Broker Non-Votes
35,171,349	140,245	14,873	2,300,591

Number of Shares
For Against Abstain
Broker
Non-Votes
36,272,021 165,725 194,957 2,471,673

We believe that performance-based compensation with annual, medium-term and long-term components serve to align executive interests with long-term stockholder interests while mitigating the motivation to take undue risk in the management of the business.

We are asking stockholders to vote on the following resolution:

RESOLVED, that the compensation paid to the Named Executive Officers as disclosed in the proxy statement for the Company’s ~~2018~~2020 annual meeting of stockholders pursuant to Item 402 of Regulation S-K of the rules of the Securities and Exchange Commission is hereby APPROVED.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement.

The vote on this proposal is advisory, and therefore not binding on the Board or the Company. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

The Board of Directors unanimously recommends that our stockholders vote to approve the compensation of our Named Executive Officers as disclosed in this Proxy Statement by voting FOR this say-on-pay proposal.

STOCKHOLDER PROPOSALS AND BOARD NOMINATIONS

To be considered for inclusion in the proxy materials related to our ~~2019~~2021 annual meeting of stockholders, we must receive stockholder proposals no later than November ~~29, 2018.~~26, 2020. If such proposal is timely received and in compliance with all of the requirements of Rule 14a-8 under the Exchange Act, it will be included in the proxy statement and set forth on the form of proxy issued for such annual meeting of stockholders.

In addition, our Bylaws provide that in connection with an annual meeting of stockholders, a stockholder, or a group of up to 20 stockholders, owning 3% or more shares of the outstanding common stock of the Company continuously for the prior three years, may nominate and include in the Company’s proxy materials stockholder nominees for election to the Board constituting the greater of two stockholder nominees or 20% of the total number of directors in office (rounded down to the nearest whole number), subject to compliance with the requirements set forth in the Bylaws. For our 2021 annual meeting of stockholders, the Company’s corporate secretary must receive notice no earlier than October 27, 2020 and no later than November 26, 2020.

Our Bylaws also require that any stockholder who desires to nominate a director or present a proposal before the ~~2019~~2021 annual meeting, but does not wish to have it included in our proxy statement, must notify the Company’s corporate secretary no earlier than ~~July 2, 2018~~June 29, 2020 and no later than November ~~29, 2018.~~26, 2020.

By Order of the Board of Directors,

Jennifer M. Neil

Corporate Secretary

Covington, Louisiana

March ~~29, 2018~~26, 2020



			VOTE BY INTERNET – Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 ~~P.M.~~p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the ~~web site~~website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go towww.virtualshareholdermeeting.com/POOL2020 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
POOL CORPORATION 109 NORTHPARK BLVD. COVINGTON, LA ~~7043~~370433			ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
			VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 ~~P.M.~~p.m Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the ~~instructions~~instructions.
			VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

POOL CORPORATION

The Board of Directors recommends ~~that~~ you vote FOR each of the following proposals:

Election of Directors

For

Against

Abstain

Nominees:

1a. Peter D. Arvan

For

Against

Abstain

1b. Andrew W. Code

~~For~~

~~Against~~

~~Abstain~~

~~1b. Timothy M. Graven~~

o2.

Ratification of the retention of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the ~~2018~~2020 fiscal year.

1c. Timothy M. Graven

~~1c. Manuel J. Perez de la Mesa~~

o3.

Say-on-pay vote: Advisory vote to approve the compensation of our named executive ~~compensation~~officers as disclosed in the proxy statement.

1d. ~~Harlan F. Seymour~~Debra S. Oler

~~1e. Robert C. Sledd~~

~~1f. John E. Stokely~~

~~1g. David G. Whalen~~

Note: Such other business as may properly come before the meeting or any adjournment thereof.

1e. Manuel J. Perez de la Mesa

1f. Harlan F. Seymour

1g. Robert C. Sledd

1h. John E. Stokely

1i. David G. Whalen

Please date and sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at ~~www.proxyvote.com.~~www.proxyvote.com.

POOL CORPORATION

~~109 NORTHPARK BOULEVARD~~ANNUAL MEETING OF STOCKHOLDERS

~~COVINGTON, LOUISIANA 70433~~WEDNESDAY, APRIL 29, 2020 AT 9:00 AM CENTRAL TIME

THIS PROXY IS SOLICITED ~~ON BEHALF OF~~BY THE BOARD OF DIRECTORS OF

POOL CORPORATION

We cordially invite you to electronically attend the Annual Meeting of Stockholders of Pool Corporation, which will be held on Wednesday, April 29, 2020 at 9:00 AM Central Time. Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees, directors, partners and stockholders, the Annual Meeting will be held in a virtual meeting format only. You will not be able to physically attend the Annual Meeting. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/POOL2020, entering the 16-digit control number included on your proxy card, and following the instructions for participation and voting.

The undersigned hereby appoints Jennifer M. Neil and Melanie M. Housey Hart, or either of them, as proxies, each with full power of substitution, and hereby authorizes each of them to represent and to vote, as designated on the reverse side of this proxy card and, in their discretion, on all other matters which may properly come before the meeting, all shares of Common Stock of Pool Corporation (the “Company”) held of record by the undersigned on March ~~16, 2018,~~12, 2020, at the annual meeting of stockholders to be held ~~at the Company’s headquarters at 109 Northpark Boulevard, Covington, Louisiana 70433,~~ on ~~May 2, 2018,~~April 29, 2020, or any adjournment or postponement thereof.

This proxy, when properly ~~excecuted,~~executed, will be voted in the manner directed herein by the undersigned stockholder. If no directions are given, this proxy will be voted FOR ~~all~~the election of ~~the~~each director ~~nominees~~nominee named on the reverse side and FOR proposals 2 and 3. The proxy holders named above will vote as recommended by the Board of Directors on any other matter that may properly come before the meeting.

Continued and to be signed on the reverse side



(1)			Title of each class of securities to which transaction applies:

(2)			Aggregate number of securities to which transaction applies:

(3)			Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule ~~0‑11~~0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)			Proposed maximum aggregate value of transaction:

(5)			Total fee paid:



(1)			Amount Previously Paid:

(2)			Form, Schedule or Registration Statement No.:

(3)			Filing Party:

(4)			Date Filed:



			Page
Frequently Asked Questions Regarding Attendance and Voting			1
Election of Directors (Proposal 1)			4
Principal Stockholders			1314
Equity Compensation Plan Information			1516
Compensation Discussion and Analysis			1617
Executive Summary			1617
Compensation Philosophy and Objectives			2021
Process of Setting Compensation			2122
Components of Compensation			2324
Report of the Compensation Committee			33
Executive Compensation			34
Director Compensation			4442
Certain Relationships and Related Transactions			4543
Report of the Audit Committee			4644
Proposal to Ratify the Retention of Independent Registered Public Accounting Firm (Proposal 2)			4745
Advisory Vote to Approve Named Executive Officer Compensation (Proposal 3)			4846
Stockholder Proposals and Board Nominations			4947


1.	~~elect seven directors, each to serve a one-year term or until their successors have been elected and qualified;~~


2.	~~ratify the retention of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the 2018 fiscal year;~~


3.	~~cast a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in the attached Proxy Statement (the say-on-pay vote); and~~


4.	~~consider any other business which may properly arise at the Annual Meeting.~~


~~(1)~~	~~elect seven directors to the Board of Directors, each to serve a one-year term or until their successors have been elected and qualified;~~


~~(2)~~	~~ratify the retention of Ernst &Young LLP as our independent registered public accounting firm for the 2018 fiscal year; and~~


~~(3)~~	~~cast a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement (the say-on-pay vote).~~


a)	~~mail (i) a new proxy card with a later date or (ii) a written revocation addressed to:~~


▪	~~determine the appropriate schedule of Board meetings after consultation with our CEO and other Board members;~~


▪	~~consult with our CEO and other Board members on the agenda of the Board;~~


▪	~~Finance~~


▪	~~Mergers and acquisitions~~


▪	~~Management~~


▪	~~Compensation~~


▪	~~assess the quality, quantity, and timeliness of the flow of information from management to the Board;~~


▪	~~direct the retention of consultants who report directly to the Board;~~


▪	~~oversee compliance with and implementation of corporate governance policies;~~


▪	~~coordinate, develop the agenda for, and moderate executive sessions of the Board’s independent directors;~~



	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee	Strategic Planning Committee
Andrew W. Code		ü
Timothy M. Graven	Chair		ü
Harlan F. Seymour		Chair	ü	Chair
Robert C. Sledd	ü	ü
John E. Stokely	ü		Chair
David G. Whalen	ü			ü
Meetings held in 2017	8	5	2	2



Total Compensation Above (Below) Peer Group Medians⁽¹⁾
Position	2017 Actual		2017 Plan Design
CEO	5	%	(5	)%
All Other NEOs	61	%	47	%
Total NEOs	37	%	25	%



Fiscal Year End	Average Annual Bonus Payout as a Percentage of Base Salary (for all NEOs as a group)		Adjusted Diluted EPS Growth Over the Prior Year ⁽¹⁾
2017⁽²⁾	86	%	15	%
2016⁽²⁾	134	%	20	%
2015	104	%	19	%
2014	94	%	19	%
2013⁽²⁾	61	%	11	%



	Diluted EPS⁽¹⁾													Operational Cash Flow⁽²⁾				Other Specific Business Objectives⁽³⁾	Maximum Opportunity
	$	3.67		$3.79		$3.91		$4.03		$4.15		$4.27		80%	95%	105%	110%	Other Specific Business Objectives⁽³⁾	Maximum Opportunity
Mr. Perez de la Mesa	15.0		%	30	%	45.0	%	60	%	100	%	140	%	—%	10%	23%	30%	30%	200%
Mr. Joslin	12.5		%	25	%	37.5	%	50	%	75	%	100	%	—%	6%	10%	10%	40%	150%
Mr. Arvan	12.5		%	25	%	37.5	%	50	%	90	%	100	%	N/A	N/A	N/A	N/A	50%	150%
Mr. Cook	10.0		%	20	%	30.0	%	40	%	60	%	80	%	—%	6%	10%	10%	60%	150%
Mr. St. Romain	10.0		%	20	%	30.0	%	40	%	60	%	80	%	—%	6%	10%	10%	60%	150%



CAGR	2019 EPS		Salary %	CAGR	2019 EPS		Salary %
10%		$4.63	50%	16%		$5.43	120%
11%	4.76		60%	17%	5.57		140%
12%	4.89		70%	18%	5.72		160%
13%	5.02		80%	19%	5.86		180%
14%	5.16		90%	20%	6.01		200%
15%	5.29		100%



Grant Year	Three-Year Performance Period	Baseline EPS ⁽¹⁾		Minimum EPS for Payout (10% CAGR)		Maximum EPS for Payout (20% CAGR)
2016	January 1, 2016 - December 31, 2018		$2.90		$3.86		$5.01
2017	January 1, 2017 - December 31, 2019		$3.48		$4.63		$6.01
2018	January 1, 2018 - December 31, 2020		$4.74		$6.31		$8.19



Median employee annual total compensation	$	44,700
Mr. Perez de la Mesa annual total compensation	$	3,859,775
Ratio of CEO to median employee compensation	86:1



Director	Options Outstanding and Exercisable	Stock Awards Outstanding
Mr. Code	—	1,529
Mr. Graven	—	989
Mr. Seymour	—	989
Mr. Sledd	14,462	989
Mr. Stokely	—	989
Mr. Whalen	—	989
Mr. Sexton	19,929	—