UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Check the appropriate box:

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

At the Annual Meeting, you will be asked to:

The Board of Directors has set Thursday, March 16, 202114, 2024, as the record date for the Annual Meeting. This means that only record ownersIf you owned shares of the Company’s common stock at the close of business on that date, you are entitled to receive this notice of, and to vote at,on the matters to be brought before the Annual Meeting and ator any adjournmentadjournments or postponement of the Annual Meeting.postponements thereof.

By Order of the Board of Directors,

Jennifer M. Neil

Corporate Secretary

TABLE OF CONTENTS

POOL CORPORATION

109 Northpark Boulevard

Covington, Louisiana 70433

PROXY STATEMENT

Frequently Asked Questions Regarding Attendance and Voting

Q: What areHow does the Board’s voting recommendations?Board recommend that I vote?

Q: How can I vote my shares without attending the Annual Meeting?

Q: How can I vote my shares in person and participate in the Annual Meeting?

Q: What if I have technical difficulties during the check-in time or during the Annual Meeting?

Q: What happens if I do not return my proxy? What is discretionary voting authority, and what is a broker non-vote?

If you are a street name holder and do not providebeneficial owner, you are entitled to give voting instructions to your bank, broker or other holder of record, and they must vote your shares may be voted on any matter on whichaccording to your broker has discretionary authority to vote. Under the rules of the New York Stock Exchange (NYSE),timely-submitted and properly completed instructions. If you do not properly or timely provide instructions, then brokers generally have discretionary authority to vote on “routine” matters but not on “non-routine” matters. A “broker non-vote” occurs when a broker holding shares for a street name holder returns a valid proxy, butbeneficial owner does not vote on a particular proposal because it does not have discretionary authority to vote on the matter and has not receivedgive voting instructions fromto the stockholder for whom it is holding shares.bank, broker or other holder of record on matters deemed “non-routine.” Broker non-votes will beare treated as (i) present for purposes of determining the existence of a quorum at the Annual Meeting.Meeting and (ii) not cast with respect to any other matter submitted to a vote.

TheProposal 2, the ratification of the retention of theour independent registered public accounting firm, is the only matter to be brought before the Annual Meeting that is considered a routine, matter;and thereby is the only matter upon which your broker or other nominee has discretionary authority to vote if you do not provide voting instructions. The remaining proposals listed in this Proxy Statement (the election of directors and the say-on-pay vote) are classified asconsidered non-routine matters. For both of these matters, under the NYSE rules. Therefore, if you are a street name holder and do not providefailure of beneficial holders to timely submit voting instructions to yourwill result in a broker your broker may only cast a vote with regard to the ratification of the retention of the independent registered public accounting firm.

Q: What isare the voting options and the vote required and how will my vote be counted, to elect the director nominees and to approve each proposal? What are the other proposals discussed in this proxy statement?effects of abstentions and broker non-votes?

Attending the Annual Meeting without voting will not revoke your proxy. If you hold your shares in street name, you may timely submit new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank or other nominee.

Q: WillWhy did I be ablereceive more than one set of proxy materials?

Q: Who will pay the expenses incurred in connection with the solicitation of my vote?

Q: What happens if the Annual Meeting is postponed or adjourned?

(Proposal 1)

Our Bylaws provide that the size of our Board may be increased or decreased from time to time by resolution of the Board. TheCurrently, the size of the Board currently consistsis nine members. Following the 2024 Annual Meeting, we expect our Board to consist of nine directors. However, on February 23, 2021, Andrew W. Codeeight members.

As previously announced, Robert C. Sledd notified the Board that he will retire from service on the Board effective immediately onat the dateend of the Annual Meetinghis current term and, accordingly, will not stand for re-election at the 20212024 Annual Meeting. Thus,Mr. Sledd has served as of the Annual Meeting,a director since 1996.

Harlan F. Seymour and Timothy M. Graven retired from the Board will consiston May 4, 2023. We added Carlos A. Sabater and James D. Hope as directors during the second half of eight directors.2022.

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated each of ourthe eight remaining directorsindividuals named in this Proxy Statement to serve another one-year term. EachAll of the nominees was previouslycurrently serve as directors and were elected a director of the Company by our stockholders and eachat the 2023 annual meeting of stockholders. Each of the nominees has indicated his or her intention to serve if elected. However,elected; however, if any director nominee is unable or unwilling to take office at the Annual Meeting, your proxy may be voted in favor of another person or other persons nominated by the Board. OnceIf elected, each director nominee will hold officeserve a one-year term expiring at our 2025 annual meeting of stockholders or until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

Our Bylaws include a majority voting standard in uncontested director elections. This means that if the number of shares voted against any sitting director is more than the number of shares voted for the election of any sitting director is less than the number of votes withheld or against election with respect to that director, thatthe director must submit a letter to the Board offering to resign.  The Board, after considering the recommendation of the Nominating and Corporate Governance Committee, must make a decisionthen decide whether to accept, reject or take other action with respect to the resignation within 90 days from certification of the election results.

In reviewing the composition of our Board and potential nominees, our Nominating and Corporate Governance Committee also considers the director independence and committee requirements of The Nasdaq Stock Market LLC (Nasdaq) listing rules and all legal requirements. Our Board seeks independent directors with a broad diversity of experience, professions, skills, geographic representation and backgrounds, that will enhancewhich we believe enhances the quality of the Board’s deliberations and decisions. Our NominatingWe provide new directors with orientation materials to familiarize them with our business, operations and Corporate Governance Committee does not assign specific weightsstrategies to particular criterion and no particular criterion is necessarily applicable to all prospective nominees. Prospective nominees are not discriminated against on the basis of gender, age, race, religion, national origin, sexual orientation, disability or any other basis proscribed by law.optimize their service as directors.

Our Nominating and Corporate Governance Committee and Board believe the nominees fulfill the criteria described above. In addition, the Board has determined that six of our eight director nominees (including all committee members) are independent under Nasdaq listing rules. All four current members of our Audit Committee are “audit committee financial experts,” as defined by the Securities and Exchange Commission (SEC)SEC rules. In addition to reviewing these personal attributes, each of the nominees has a strong and unique background and experience which led our Nominating and Corporate Governance Committee and Board to concludehave determined that he or she should serve asthe eight director nominees collectively possess a directorrange of skills and experience suitable for overseeing our Company.operations and industry. We describe these qualifications individually for each nominee above.below.

The Board recognizes that its success hinges on its ability to successfully navigate a broad spectrum of challenges. To that end, the Board’s composition and acquisitionsculture are crucial, with diversity and refreshment serving as two fundamental concepts that enhance effective oversight. We are committed to become the world’s largest wholesale distributor of swimming pool supplies, equipmentmaintaining a balanced and related leisure products and one of the leading distributors of irrigation products in the United States. We currently operate in 39 states, one U.S. territory and 11 foreign countries. Accordingly, our nominees have experience indiverse board, with members who bring a variety of areas importantskills, expertise, experiences, perspectives, tenures and personal characteristics, including with regard to our Company, such as managinggender, age, race and overseeing large public and private companies, corporate governance and executive compensation, strategic planning, mergers and acquisitions, financing growing businesses, international operations, information technology and marketing,ethnicity. We are also committed to a balanced approach to director tenure, allowing the Board to benefit from the knowledge and experience of longer-serving directors as well as fresh perspectives from newer directors. Reflecting this commitment, the Board has welcomed four new independent directors since 2018, three of whom are female or ethnically diverse. Also in the vein of refreshment, the Board has overseen important leadership transitions as several directors have assumed new committee chair roles.

As noted in the table below, we are in compliance with Nasdaq Rule 5605(f), which requires companies to have at least two diverse board members. This table provides certain highlights of the composition of our industry. OurBoard members as of March 14, 2024. Each of the categories listed in the table below reflects the meanings in Nasdaq Rule 5605(f). To see our Board Diversity Matrix as of March 15, 2023, please see our proxy statement filed with the SEC on March 29, 2023.

Below is biographical information about each of our director nominees, including information regarding tenure as a director, business experience and qualifications, education and other company directorships.  The summaries are not comprehensive, but describe the primary experiences, attributes and skills that led the Nominating and Corporate Governance Committee and our Board believe thatto nominate these nominees together provide us with the range and depth of experience and capabilities neededindividuals to oversee the managementserve as directors of our Company.  In addition to the qualifications referred to below, we believe each of our directors has a reputation for demonstrating integrity, honesty, high ethical standards and sound business judgment. 

To be considered independent under the listing rules of Nasdaq, directors must be free from any relationship with management or the Company, which, in the opinion of the Board, would interfere with the exercise of independent judgment. The Board has determined that each of our current directors, other than Mr. Arvan, our president and chief executive officer, and Mr. Perez de la Mesa, our former president and chief executive officer, meets the definition of an independent director as defined by Nasdaq listing rules. The Board’s independent directors regularly meet in executive session (without management present) at each Board and committee meeting.

Board Leadership Structure

Pool Corporation is governed by its Board, which is led by an independent chairman, and its four standing committees, composed entirely of independent directors. The principal responsibilitystructure of the chief executive officer (CEO) is to manageBoard and the business. The principal responsibilities of the Board and its committees are to represent the Company’s stockholders and manage the operations of the Board and that of its committees.described in more detail below.

Mr. Stokely currently serves as the Board’s chairman. His responsibilities in this capacity include the following:

Our Board held sevenfive meetings in the 20202023 fiscal year. As stated in our Corporate Governance Guidelines, we encourage and expect directors to attend Board meetings and meetings of the Board committees on which they serve. In the 20202023 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 they served.

We encourage each member ofexpect our Boarddirectors to attend the annual meeting. We heldmeeting of stockholders, just as we expect them to attend Board meetings. All of the 2020directors in office at the time attended last year’s annual meeting in a virtual format due tomeeting.

Role of the COVID-19 pandemic,Board and each of our directors attended the virtual meeting through online participation.

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 ofoverseeing 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, riskscybersecurity, compensation 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 permitassist the Board to effectively overseein identifying and overseeing the management of thesematerial 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 regulatory obligations, disaster recovery and business continuity planning, succession

planning, safety and risk management, environmental, social and corporate governance (ESG) matters,cybersecurity, sustainability, insurance, information technology and operations. Our Board also sets and regularly reviews quantitative and qualitative authority levels for management.limits on managerial authority. Further, our Board overseesin connection with overseeing the strategic direction of our Company, and in doing soour Board 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 responsibility of the 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, ourOur Strategic Planning Committee routinely reviews with management external and internal risks that may impact our strategic goals and ourgoals. Our Compensation Committee assesses risks related to compensation.our compensation programs, and our Nominating and Corporate Governance Committee monitors governance risks. 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.

Environmental, SocialOur Compensation Committee assesses risks associated with our compensation policies and Governance (ESG)

We support various charitable activities through our stewardship committee and other endeavors, and we actively encourage our employees to volunteer in and engage with their communities. We believe these efforts will continue to create value for our customers, shareholders, employees, suppliers and communities. For more information on our ESGsustainability efforts, please read our 2022 Corporate Responsibility Report and our 2023 Annual Report on Form 10-K or visit the Responsibility tab of our website at www.poolcorp.com.

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

If you wish to communicate with the Board, you may send correspondence addressed to the full Board, a specific member of the Board or to a particular committee of the Board to 109 Northpark Boulevard, Covington, Louisiana 70433. Communications are distributed, 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

Anti-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:

Compensation Committee Interlocks and Insider Participation

The following table presents, as of March 16, 2021,14, 2024, certain information about our current executive officers. On February 23, 2021, Mr. Joslin informed the Board that he will retire in 2021. Mr. Joslin has not given notice of a specific retirement date as he intends to continue in his role until later in 2021 in order to ensure a successful transition of the position to Mrs. Housey Hart, whom the Board has appointed its next CFO, effective upon Mr. Joslin’s retirement. We expect that each of the other officers will remain in his or her current position following the Annual Meeting.

PRINCIPAL STOCKHOLDERS

EQUITY COMPENSATION PLAN INFORMATION

All of 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 our existing equity compensation plans as of December 31, 2020.2023.

For a complete description of our equity compensation plans, see Note 6 in our 20202023 Annual Report on Form 10-K.

COMPENSATION DISCUSSION AND ANALYSIS

For fiscal 2020,2023, our Named Executive Officers were:

In 2023, we also reported record operating cash flows of strong expense control$888.2 million and our ability to leverage our existing network, operating expenses as a percentagereturn on invested capital (ROIC) of net sales declined 130 basis points year-over-year, contributing to the 110 basis point expansion in our operating margin for the year.24.0%.

The table below presents 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, 2020.2023. In addition to our peer group, we believe it is helpful to measure our performance against the S&P 500 Index, of which we have been a member since 2020, because (a) it is comprised of 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. Note that effective October 2020, the Company joined the S&P 500 Index. 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.

The 1-year diluted EPS CAGR is also based on adjusted 20192022 diluted EPS of $5.83,$18.45, which excludes a $0.57$0.27 benefit from the impact of ASU 2016-09.2016-09 and a $0.02 impact of a non-cash goodwill impairment charge.

The 3-year diluted EPS CAGR is also based on adjusted 20172020 diluted EPS of $4.27,$8.42, which excludes a $0.24$0.70 benefit from the impact of ASU 2016-09 and a $0.15 impact of a non-cash goodwill and other asset impairment charge.

The 5-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.

We believe that a significant part of our NEOs as a group was largely in-line with the peer group median. Actual compensation forexecutives’ pay is properly linked to stockholder value through our NEOs was 32% higher than the peer group median givenannual incentive cash performance plan and long-term performance-based equity awards. In early 2023, our exceptional results compared to the peer group, as noted in the table above. See “Process of Setting Compensation - Benchmarking and Establishment of Peer Group” for more information regarding our peer group.

The Board and our Compensation Committee appreciate and value the views of our stockholders. Our Compensation Committee is mindfulWe were pleased with this significant vote of the strong supportconfidence in our stockholders expressedpay practices, and as a result continueswe continue 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.

We believe our employees are our most important asset.The Compensation Committee and management have designed compensation programs intended to create a performance culture. The primary objectives of our compensation program are to (i) attract, motivate, reward and retain talented executives who are critical to our success. The overriding principle of our executivesuccess and (ii) firmly link compensation philosophy is that compensation must be linked to continuous improvements in corporatecompany performance and sustained increases in stockholder value. We believedesign NEO compensation so that a substantial portion of executive compensation should beis at-risk based on performance, and that the majority of the at-risk compensation opportunity should beis predicated on medium- and long-term rather than short-term results. We strive to develop our executives’ capabilities and focus them on achievingreward 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.objectives.

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

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.opportunity. Under our program, our performance impacts both short-term and long-term compensation aswith superior performance will resultresulting in additional cash compensation through our annual cash performance program and, through 2024, our medium-term SPIP, andas well as 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 for each executive and for sustained long-term growth to result in the greatest compensation opportunities.

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 and determination 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.

The Compensation Committee also relies on data and analysis, andas well as 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;compensation, which the Compensation Committee independently determines and approves his compensation.approves. 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 each year.

Our Compensation Committee periodically engagesretains an independent compensation consultant to review and comment on executive and director compensation. In 2019, in an effort to continue to ensure that our executive compensation program properly aligns with the interests of our stockholders and remains comparable withcompetitive in the market, the Compensation Committee engaged Pearl Meyer & Partners, LLC (Pearl Meyer) in the fall of 2022 to review our 2019 executive and non-employee director compensation programprograms as well as our peer group composition. Based on Pearl Meyer’s findings,

While they report directly to the Compensation Committee, continuesthe independent compensation consultant may interact with management when appropriate and necessary in order to believe that this structureobtain relevant executive compensation and mixcompany performance data. They may also seek input and feedback from management regarding their work product and analysis prior to presenting such information to the Compensation Committee in order to confirm their understanding of pay elements successfully promotes our compensation objectives and philosophy, and accordingly, retained this structure in 2020.the company’s processes or to identify data questions or other issues, if any.

Our compensation programs are designed to be competitive with companies of comparable size and industry with whom we compete for executive talent. As noted above, we believe that 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 primary compensation components – base salary, annual cash incentive, SPIPincentives, and equitylong-term incentive awards – individually and in the aggregate to the compensation of the most highly compensated executive officers of our “peer group” companies (the peer group is sometimes referred to as the “market”). These comparisons, which are based on compensation information published in the annual proxy statements of the peer group companies, except forprovide the value of stock options. Rather than use the estimated grant date fair values as reportedCompensation Committee with insight into executive pay and benefits at companies in the proxy statements, we 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.similar market environments.

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:

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 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.

The table below presents our revenue and market capitalization compared to the median of our 20202023 peer group (based on data available in the fall of 20192022 when the 20202023 peer group was established). as provided by FactSet.

Base Salary

(Summary Compensation Table, Column 3)

SalariesBase salaries provide executives with a base levelfixed element of incomecompensation 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.compensation, assuming comparable performance levels. However, because of our desire to emphasize thoseemphasis on performance-based elements of compensation, that are performance-based, our practice has generally been to set base salary levels below the market median for each executive officer. In determining an executive’s base salary, the Compensation Committee reviews Company and individual performance information and peer group executive compensation information.

We review salaries annually and may make adjustments in response to 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’seach NEO’s job performance over time. Additionally,For fiscal 2023, the Compensation Committee and Pearl Meyer conducted a deeper study of the competitiveness of our base salary levelssalaries given that for all NEOs have been substantially below market historically as compared to our peers. We do not generally provideeach of our NEOs, with automatic annual salary increasestheir base salaries were below or other costnear the floor of living adjustments.

In February 2020,2023, the Compensation Committee increased executive officer salaries to the following amounts: