Washington, D.C. 20549
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In this Proxy Statement, unless otherwise indicated orWe are pleased to invite you to attend the context otherwise requires, references to the “Company” refer to2024 Annual Meeting of Stockholders of Latham Group, Inc. to be held on Thursday, May 2, 2024, at 8:00 a.m. Eastern Daylight Time at Hampton Inn Saratoga, 25 Lake Avenue, Saratoga Springs, NY 12866.
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| Scott M. Rajeski | | | James E. Cline | |
| President and Chief Executive |
| | Chair of the | |
| 1. | | | The election of | |
| 2. | | | The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting | |
| 3. | | | The transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof. | |
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| Proposal Two: Ratification of the of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2024 | | | | | | | |
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| Process for Making Compensation Determinations | | | | | 52 | | |
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| | | 2024 Proxy Statement | |
| Meeting Date | | | Time | | | Location | | | Record Date | |
| Thursday, May 2, 2024 | | | 8:00 a.m. EDT | | | Hampton Inn Saratoga, 25 Lake Avenue, Saratoga Springs, NY 12866 | | | March 6, 2024 | |
| Internet | | | By Phone | | | By Mail | |
| www.proxyvote.com | | | 1-800-690-6903 | | | Request a printed copy of the proxy materials | |
| Proposal | | | Board Recommendation | | | Required Vote | | |||
| 1 | | | Election of Class III Directors | | | FOR each nominee | | | Plurality of votes cast | |
| 2 | | | Ratification of Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2024 | | | FOR | | | Majority of the voting power present in person or represented by proxy and entitled to vote | |
| | | 2024 Proxy Statement 2 | |
| Name and Age | | | Director Since | | | Independent | | | Primary or Most Recent Occupation | | | Current Board Committee(s) | |
| Suzan Morno-Wade 56 | | | 2021 | | | Yes | | | Chief Human Resources Officer, Xerox; Executive Vice President of Xerox Holdings Corporation | | | Compensation (Chair) | |
| Brian Pratt (1) 29 | | | 2023 | | | Yes | | | Vice President, Pamplona Capital Management, LLC | | | Nominating and Corporate Governance | |
| | | | Number of Directors | | |||
| Strategic Growth and M&A Experience | | | | | 8 | | |
| Senior Leadership or Management Experience | | | | | 7 | | |
| Consumer Products Expertise | | | | | 6 | | |
| Marketing and Brand Management Expertise | | | | | 6 | | |
| Finance or Accounting Experience | | | | | 6 | | |
| Manufacturing and Supply Chain Experience | | | | | 5 | | |
| International Business Operations Experience | | | | | 5 | | |
| Human Capital Management Expertise | | | | | 4 | | |
| Other Public Company Service | | | | | 4 | | |
| Risk Management and Compliance Expertise | | | | | 3 | | |
| Digital Transformations, Technology or Cybersecurity Expertise | | | | | 3 | | |
| What We Do | | | What We Don’t Do | |
| • Our independent Compensation Committee retains and actively engages with an independent compensation consultant • Our equity plan aligns with stockholder interests, including amendment in 2023 approved by stockholders • We use peer group and executive compensation survey data, which is reviewed and updated annually, as a component of establishing target annual compensation • We have adopted and applied rigorous, objective financial goals to our incentive programs to align with our business strategy and our stockholders • Our incentive programs have a fixed payout cap • We use three-year or four-year pro rata annual vesting for equity awards • We apply Clawback Policies to our executive officers, including a Dodd-Frank compliant policy adopted in 2023 • In 2023, entered into offer letters with named executive officers, which require restrictive covenants relevant to our business • A majority of the • In 2023, adopted stock ownership guidelines for our named executive officers and non-employee directors* • In 2024, issued initial grants of PSUs, in line with pay-for-performance objectives* | | | • No single-trigger vesting of equity awards upon change-in-control • No hedging or pledging of our securities, and no using derivatives • No tax gross-ups upon change-in-control or severance • No guaranteed bonuses, except new hire or severance agreements, and no one-time equity awards, except new hires • No significant perquisites, supplemental benefits, pension plans or defined benefit plans • No repricing/replacing underwater stock options and stock appreciation rights | |
| | | 2024 Proxy Statement 4 | |
| Our Board recognizes the importance of evolving our corporate governance practices as we become a mature publicly traded company. By no later than our 2028 annual meeting of stockholders, which is seven years following our initial public offering, our Board is committed to effectuate: | |
| • Fully independent standing Committees (Audit, Compensation, and Nominating and Corporate Governance)—currently satisfied • A plurality plus resignation policy for uncontested director elections | |
| • Independent, non-executive Chair of Board • Seven of eight independent directors, and fully independent Audit, Compensation and Nominating and Corporate Governance Committees • Regular executive sessions of non-management directors, and at least an annual executive session of independent directors • Annual Board and Committee self-evaluations • Significant strategy and risk oversight by Board and Committees • Director onboarding and continuing director education • Annual review of Committee charters and key governance policies | | | • In 2023, added director retirement provision to Corporate Governance Guidelines, prohibiting nomination to new term after age 75 (subject to limited waiver) • Active oversight of human capital management and ESG initiatives and related public reporting • Highly committed Board, including significant participation and director attendance at Board and Committee meetings • Management and director succession planning • No dual classes of Common Stock (i.e. no unequal voting rights) • No poison pill • No director overboarding • No hedging or pledging regarding our securities, and no using derivatives | |
| | | 2024 Proxy Statement 6 | |
| Our Audit Committee has reappointed Deloitte & Touche as the Company’s independent registered public accounting firm for the year ending December 31, 2024, including based upon the following factors: | |
| • Efficiencies of continued engagement • Audit effectiveness • Expertise and industry knowledge • External data on audit quality and performance • Reasonableness of fees • Communication • Ratification proposal had strong support at the Company’s 2023 annual meeting | |
| | | 2024 Proxy Statement 7 | |
| Name and Age | | | Director Since | | | Independent | | | Primary or Most Recent Occupation | | | Current Board Committee(s) | |
| Suzan Morno-Wade 56 | | | 2021 | | | Yes | | | Chief Human Resources Officer, Xerox; Executive Vice President of Xerox Holdings Corporation | | | Compensation (Chair) | |
| Brian Pratt (1) 29 | | | 2023 | | | Yes | | | Vice President, Vice President, Pamplona Capital Management, LLC | | | Nominating and Corporate Governance | |
| | | 2024 Proxy Statement 8 | |
| Suzan Morno-Wade Age: 56 Director Since: 2021 Committee Memberships: • Compensation, Chair | | | Suzan Morno-Wade became a member of We believe Ms. Morno-Wade is qualified to |
| | ||||
| Brian Pratt Age: 29 Director Since: 2023 Committee Memberships: • Nominating and Corporate Governance | | | Brian Pratt became a member of our Board in March 2023. Mr. Pratt is a Vice President of Pamplona Capital Management LLC, having joined the firm in March 2019. Since 2019, Mr. Pratt has worked closely with our Board and Company management on financial, operational and transactional matters. Mr. Pratt serves as a board observer of We believe Mr. Pratt is qualified to serve as a member of our Board because of his financial and acquisition skills and experience and strategic and consumer products knowledge. | |
| Our Board recommends that our stockholders vote “FOR” the election of each of the nominated Class III directors | |
| Name and Age | | | Director Since | | | Independent | | | Primary or Most Recent Occupation | | | Current Board Committee(s) | |
| James E. Cline Chair of Board 72 | | | 2020 | | | Yes | | | Former President and | | | Audit and Compensation | |
| DeLu Jackson (1) 51 | | | 2023 | | | Yes | | | Executive Vice President and Chief Marketing Officer, ADT Inc. | | | Audit and Nominating and Corporate Governance | |
| Mark P. Laven Vice Chair of Board 70 | | | 2020 | | | Yes | | | Former President and Chief Executive Officer, Latham Pool Products | | | Nominating and Corporate Governance (Chair) | |
| | | 2024 Proxy Statement 10 | |
| James E. Cline Chair of the Board Age: 72 Director Since: 2020 Committee Memberships: • Audit • Compensation | | | James E. Cline became a member of the board of directors of Latham Pool Products We believe Mr. Cline is | |
| DeLu Jackson Age: 51 Director Since: 2023 Committee Memberships: • Audit • Nominating and Corporate Governance | | | DeLu Jackson became a member of our Board in March 2023. Since September 2021, Mr. Jackson has served as Executive Vice President and Chief Marketing Officer of ADT Inc. (NYSE: ADT), a leader in smart home and small business security. From August 2017 until September 2021, Mr. Jackson was Vice President—Head of Marketing and Digital at Conagra Brands, Inc. (NYSE: CAG), a leading branded food company. Before joining Conagra Brands, he served in senior digital and marketing roles for domestic and international brands, including Kellogg Company, McDonald’s Corporation, Nissan Motor Co., Ltd, Audi of America and Subaru of America. Mr. Jackson also serves on the board of directors of Brag House Inc. (an esports platform), the Western Golf Association and the Chicago Public Library Foundation. Mr. Jackson holds an MBA from NYU Stern School of Business and a BA in Politics from Princeton University. We believe Mr. Jackson is qualified to serve as a member of our Board because of his experience as a public company executive, his expertise in digital and marketing strategy and knowledge of consumer products. | |
| | | 2024 Proxy Statement 11 | |
| Mark P. Laven Vice Age: 70 Director Since: 2020 Committee Memberships: • Nominating and | | | Mark P. Laven became a member of the board of directors of Latham Pool Products We believe Mr. Laven is | |
| Name and Age | | | Director Since | | | Independent | | | Primary or Most Recent Occupation | | | Current Board Committee(s) | |
| Robert D. Evans 64 | | | 2020 | | | Yes | | | Service as Board Director/ Manager; Former Chief Financial Officer of Performance Food Group Company | | | Audit (Chair) | |
| William M. Pruellage 50 | | | 2020 | | | Yes | | | Managing Partner, Pamplona | | | Compensation | |
| Scott M. Rajeski 57 | | | 2020 | | | No | | | President and Chief Executive Officer, Latham | | | None | |
| Robert D. Evans Age: 64 Director Committee Memberships: • Audit, Chair | | | Robert D. Evans became a member of the board of directors of Latham Pool Products |
We believe Mr. Evans is | |
| William M. Pruellage Age: 50 Director Since: 2020 Committee Memberships: • Compensation | | | William M. Pruellage became a member of We believe Mr. Pruellage is | |
Scott M. Rajeski President and Chief Executive Officer Age: 57 Director | | | Scott M. Rajeski has served as President and Chief Executive Officer of our We believe Mr. | |
| | | | Number of Directors | |
| Strategic Growth and M&A Experience. Directors | | | 8 | |
| Senior Leadership or Management Experience. Directors who have served in senior leadership positions can provide prospective in enterprise leadership, business strategy, risk identification and mitigation, and day-to-day execution of important operational, organizational, and policy activities. | | | 7 | |
| Consumer Products Expertise. We are a | | | 6 | |
| Marketing and Brand Management Expertise. Directors with marketing and brand management expertise can provide guidance as our senior leadership team seeks to increase brand awareness, address the competitive landscape and expand our market share throughout various economic cycles, and our unique industry approach with consumers. | | | 6 | |
| Finance or Accounting Experience. Directors that have detailed knowledge of | | | 6 | |
| Manufacturing and Supply Chain Experience. We have significant manufacturing operations and a global supply chain, and directors with related experience can provide oversight of related activities, from obtaining the global supply of raw materials, mass production of our products, inventory management, transportation and distribution, product and worker safety and ESG. | | | 5 | |
| International Business Operations Experience. Directors with international business operations experience can provide useful business, regulatory and cultural perspective regarding global operations and understand the unique risks of international operations. | | | 5 | |
| Human Capital Management Expertise. Directors with expertise in | | | 4 | |
| Other Public Company Service. Directors that have led a | | | 4 | |
| Risk Management and Compliance Expertise. Directors who have risk management and compliance expertise can provide experience, strategic advice and oversight to our | | | 3 | |
| Digital Transformations, Technology or Cybersecurity Expertise. Directors with digital transformation expertise are relevant to our multi-year enterprise resource planning implementation. Further, as a | | | 3 | |
| | | 2024 Proxy Statement 15 | |
| | | 2024 Proxy Statement 16 | |
| | 2024 Proxy Statement 17 | |
| Total Number of Directors | | | 8 | | | | | ||||||
| Part I: Gender Identity | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | |
| Directors | | | 1 | | | 7 | | | — | | | — | |
| Part II: Demographic Background | | | | | | | | | | | | | |
| African American or Black | | | 1 | | | 1 | | | — | | | — | |
| Alaskan Native or Native American | | | — | | | — | | | — | | | — | |
| Asian | | | — | | | — | | | — | | | — | |
| Hispanic or Latinx | | | — | | | — | | | — | | | — | |
| Native Hawaiian or Pacific Islander | | | — | | | — | | | — | | | — | |
| White | | | 1 | | | 6 | | | — | | | — | |
| Two or more Races or Ethnicities | | | 1 | | | — | | | — | | | — | |
| LGBTQ+ | | | — | | |||||||||
| Did not disclose demographic background | | | — | |
| | | 2024 Proxy Statement 18 | |
| Board • Establishes the agenda for Board meetings, in consultation with management and other directors, to ensure our Board focuses on critical oversight matters. • Reviews and approves Board and Committee meeting materials, and reviews other information periodically provided to directors. • Reviews meeting schedules to assure that there is sufficient time to discuss agenda matters, and that key advisors and employees are involved as appropriate. • Has authority to call special meetings of our Board or independent directors. | |
| Communications • Serves as a • Communicates on behalf of our Board, including with significant stockholders, as appropriate. • Establishes a | |
| Board Function • Presides at • Helps to ensure our Board is effective and efficient. • Advises management of our • Supports the |
• Promotes key principles of corporate governance. | |
| | | 2024 Proxy Statement 19 | |
| Name | | | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | | |||||||||
| James E. Cline, Chair of Board | | | | | X | | | | | | X | | | | | | — | | |
| Robert D. Evans | | | | | C | | | | | | — | | | | | | — | | |
| DeLu Jackson (1) | | | | | X | | | | | | — | | | | | | X | | |
| Mark P. Laven, Vice Chair of Board | | | | | — | | | | | | — | | | | | | C | | |
| Suzan Morno-Wade (2) | | | | | — | | | | | | C | | | | | | — | | |
| Brian Pratt (3) | | | | | — | | | | | | — | | | | | | X | | |
| William M. Pruellage | | | | | — | | | | | | X | | | | | | — | | |
| Total meetings in 2023 | | | | | 5 | | | | | | 7 | | | | | | 4 | | |
| | | 2024 Proxy Statement 20 | |
| • Oversee and monitor our • Oversee and monitor the quality and integrity of our financial statements, including reviewing reports filed or furnished to • Sole and direct responsibility to oversee and • Oversee and monitor the performance, appointment and retention of our internal audit • Discuss, oversee and monitor policies with respect to risk assessment and risk • Oversee and monitor our compliance with significant legal and regulatory • Prepare the annual Audit Committee report to | |
| | | 2024 Proxy Statement 21 | |
| • Review and approve goals and objectives relevant to the • Review and approve any employment, severance, change-in-control or similar agreements with any executive officer. • Review and approve, or make recommendations to our Board regarding our compensation philosophy, strategy, policies and programs applicable to our executive officers. • Review and approve the appropriate peer group and other survey data utilized to benchmark or evaluate executive compensation and benefits, if any. • Review, approve and monitor our incentive compensation plans and equity-based plans, including approval of financial and other performance targets applicable to our executive officers, and any incentive or equity-based grants made to our executive officers; provided, that the Committee will not oversee any non-equity based incentive plans for non-executive officers, unless it so elects in its discretion. • Sole and direct responsibility to oversee and assess the independence, qualifications, retention, scope, performance and compensation of our Compensation • Review and make recommendations to • |
Develop, review and recommend to • Review, and recommend to our • Review compensation-related disclosures in our annual proxy statement or other SEC filing, and review Company and stockholder proposals related to compensation matters. • Review, at least on an annual basis, an assessment of whether the risks arising from our compensation policies and practices for all employees are reasonably likely to have a material adverse effect on the Company. • Oversee the development and effectiveness of our human capital management practices, policies and strategies. | |
| | | 2024 Proxy Statement 22 | |
| | | 2024 Proxy Statement 23 | |
| • Identify and evaluate candidates qualified to become directors of the Company (including any candidates nominated or recommended by stockholders), consistent with criteria approved by our Board. • Recommend to our Board nominees for election as directors at the next annual meeting of stockholders or a special meeting of stockholders at which directors are to be elected, as well as to recommend directors to serve on • Recommend to our • Assist our Board in determining the • Evaluate the composition of our Board and considerations related to director succession planning. • Review and make recommendations to our Board regarding the size, composition and organization of our Board and Committees. • Develop, review and assess annually the adequacy of • Oversee the • Oversight of • Oversee director onboarding and • Review director and | |
| | | 2024 Proxy Statement 24 | |
| Board | | |||
| • General risks, including reputational, crisis management and employee safety • Management’s annual business plan and budget, and long-term strategic • Operations (including key marketing activities and dealer/distribution matters) • Liquidity, capital resources, capital expenditures, cash management and related material transactions (including securities and financing transactions) • Emerging technologies and innovation, including material research and development activities • Strategic acquisitions, mergers, investments and divestitures | | | • Cybersecurity and data privacy matters • Critical out-of-the-ordinary course matters, such as macroeconomic and weather conditions, catastrophic events, and supply chain challenges • Implementation of • Human capital management, including talent acquisition, retention and turnover, compensation employee safety, culture, talent development and training, and diversity, equity and inclusion • Stockholder engagement • Product quality and safety | |
| | | 2024 Proxy Statement 25 | |
| Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | |
| • Major financial risk exposures and risk management policies • Audit of • Internal audit function and • Compliance, ethics, legal and • Related person transactions • Insurance | | | • Compensation strategy and • Executive officer compensation setting, structure, policies and programs • Executive officer performance and related corporate goals and objectives • Incentive plans, equity-based plans, and employment, severance and change-of-control agreements • Non-employee director compensation • Clawback Policies • Stock Ownership Guidelines • Executive officer succession planning and talent acquisition | | | • Board • Size, composition and organization of • ESG program, including reporting and related activities • Key corporate governance, policies, principles and • Annual self-evaluation process by Board and • Succession planning for directors • Commitment to have fully independent standing Committees | |
| | | 2024 Proxy Statement 26 | |
| | | 2024 Proxy Statement 27 | |
| | | 2024 Proxy Statement 28 | |
| | | 2024 Proxy Statement 29 | |
| | | 2024 Proxy Statement 30 | |
| | | | 2023 ($) | | |||
| Annual Cash Retainers for Board Service | | | | | | | |
| Chair of | | | | | 125,000 | | |
| Other non-employee directors | | | | | 75,000 | | |
| Annual Cash Retainers for | | | | | | | |
| Audit Committee Chair | | | | | 20,000 | | |
| Compensation Committee Chair | | | | | 15,000 | | |
| Nominating and Corporate Governance Committee | | | | | 10,000 | | |
| Annual Equity Retainers | | | | | | | |
| Chair of Our Board | | | | | 125,000 | | |
| Other non-employee directors | | | | | 75,000 | | |
| | | 2024 Proxy Statement 31 | |
| | | 2024 Proxy Statement 32 | |
| Name | | | Fees Earned or Paid in Cash ($)(1) | | | Stock Awards ($)(2) | | | Total ($) | | |||||||||
| James E. Cline | | | | | 125,000 | | | | | | 124,999 | | | | | | 249,999 | | |
| Dane L. Derbyshire | | | | | — | | | | | | — | | | | | | — | | |
| Robert D. Evans | | | | | 95,000 | | | | | | 74,998 | | | | | | 169,998 | | |
| Alexander L. Hawkinson | | | | | 75,000 | | | | | | 74,998 | | | | | | 149,998 | | |
| DeLu Jackson | | | | | 56,917 | | | | | | 74,998 | | | | | | 131,915 | | |
| Mark P. Laven | | | | | 85,000 | | | | | | 74,998 | | | | | | 159,998 | | |
| Suzan Morno-Wade | | | | | 90,000 | | | | | | 74,998 | | | | | | 164,998 | | |
| Brian Pratt | | | | | — | | | | | | — | | | | | | — | | |
| William M. Pruellage | | | | | — | | | | | | — | | | | | | — | | |
| | | 2024 Proxy Statement 33 | |
| | | 2024 Proxy Statement 34 | |
| | | 2024 Proxy Statement 35 | |
| | | | 2023 ($) | | | 2022 ($) | | ||||||
| Audit fees (1) | | | | | 940,000 | | | | | | 920,000 | | |
| Audit-related fees | | | | | — | | | | | | — | | |
| Tax fees (2) | | | | | 37,340 | | | | | | 13,500 | | |
| All other fees | | | | | — | | | | | | — | | |
| Total fees | | | | | 977,340 | | | | | | 933,500 | | |
| | | 2024 Proxy Statement 36 | |
| | | 2024 Proxy Statement 37 | |
| Our Board recommends that our stockholders vote FOR the | |
| | | 2024 Proxy Statement 38 | |
| | | Age | | | Position(s) | |
|
|
| | | 57 | | | Director, President and Chief Executive | | |
| Sanjeev Bahl | | | 53 | | | Chief Operating | |
| Joshua D. Cowley | | | 47 | | | Chief | |
| Kaushal B. Dhruv | | | 48 | | | Chief Information | |
| Oliver C. | | | 49 | | | Chief | |
| Patrick M. Sheller | | | 62 | | | General Counsel and | |
Sanjeev Bahl Chief | | | | Sanjeev Bahl was appointed as our Chief | |
| | | 2024 Proxy Statement 39 | |
| Joshua D. Cowley Chief Commercial Officer | | | | Joshua D. Cowley has served as | |
| Kaushal B. Dhruv Chief Information Officer and Chief Information Security Officer | | | | Kaushal B. Dhruv has served as Chief Information | |
| | | 2024 Proxy Statement 40 | |
| Oliver C. Chief Financial Officer | | | | Oliver C. Gloe has served as the Chief | |
| Patrick M. Sheller General Counsel and Secretary | | | | Patrick M. Sheller has served as our General Counsel and | |
| | | 2024 Proxy Statement 41 | |
| J. Mark Borseth Former Interim Chief Financial Officer and Former Strategic Advisor | | | | J. Mark Borseth served as our Interim Chief | |
| | | 2024 Proxy Statement 42 | |
| | | Title in 2023 | |
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| | | President and Chief Executive | | |
| J. Mark Borseth | | | Former Interim Chief Financial | |
| Joshua D. Cowley | | | Chief Commercial Officer | |
| Patrick M. Sheller | | | General Counsel and | |
| | | 2024 Proxy Statement 43 | |
| | | | | | Purpose | | | Key Features | | | Performance / Vesting Period | | |
| Short-Term | | | Base Salary | | | • Annual fixed cash compensation to attract, recruit and retain | | | • Based on experience, responsibilities, market pay, anticipated performance growth, annual individual performance, internal pay equity and | | | • Impacted by prior performance and future performance potential | |
| Management Incentive Bonus | | | • Annual cash incentive based on rigorous, objective financial criteria • Alignment with short-term operating performance and strategy | | | • Target bonus is 60%-100% of base salary • Adjusted EBTIDA is sole performance metric • Reasonable cap for earned bonus of 0-200% of target bonus | | | • Annual performance | | |||
| Long-Term Annual long-term incentive with grant value ranging from 150%-250% of base | | | SARs (30% of annual grant value) | | | • Fosters ownership culture, motivating long-term performance and aligning long-term interests with stockholders • Significant upside, balanced against no value unless stock price is above strike price | | | • Upon vesting and exercise, receive Common Stock having a value equal to the • Grant value divided by |
| | | • Four-year annual pro rata vesting | | |||||||
| RSUs (70% of | | | • Fosters ownership culture, aligning long-term interests with stockholders • More limited upside value, and | | | • Upon vesting, receive one share of Common Stock for • Grant value | | | • Four-year annual pro rata vesting, except three-year annual pro rata vesting for | |
| The target pay mix for our Chief Executive | | | The average target pay mix for our other named executive officers in 2023 is set forth below, excluding benefits. | |
| | | |
| | | | Base Salary | | | Bonus | | | 2023 Equity | | | Total | | ||||||||||||
| Target Compensation | | | | $ | 456,000 | | | | | $ | 456,000 | | | | | $ | 1,125,000 | | | | | $ | 2,037,000 | | |
| Realizable Compensation | | | | $ | 456,000 | | | | | $ | 0 | | | | | $ | 639,237 | | | | | $ | 1,095,237 | | |
| Realizable vs. Target | | | | | 0% | | | | | | -100% | | | | | | -43% | | | | | | -46% | | |
| | | 2024 Proxy Statement 45 | |
| Name | | | 2022 ($) | | | Jan. – July, 2023 ($) | | | Aug. – Dec., 2023 ($) | | | Change in 2023 (%) | | ||||||||||||
| Scott M. Rajeski | | | | | 450,000 | | | | | | 450,000 | | | | | | 465,000 | | | | | | 3.3 | | |
| Joshua D. Cowley | | | | | — | | | | | | 370,000 | | | | | | 379,000 | | | | | | — | | |
| Patrick M. Sheller (1) | | | | | — | | | | | | 350,000 | | | | | | 359,000 | | | | | | — | | |
| | | | Target Bonus | | |||||||||||||||||||||||||||
| Name | | | 2022 (as % of Base Salary) | | | 2022 ($) | | | 2023 (as % of Base Salary) | | | 2023 ($) | | | Change in $ (%) | | |||||||||||||||
| Scott M. Rajeski | | | | | 100 | | | | | | 450,000 | | | | | | 100 | | | | | | 456,250 | | | | | | 1.4 | | |
| Joshua D. Cowley | | | | | — | | | | | | — | | | | | | 60 | | | | | | 224,250 | | | | | | — | | |
| Patrick M. Sheller | | | | | — | | | | | | — | | | | | | 60 | | | | | | 212,250 | | | | | | — | | |
| | | 2024 Proxy Statement 46 | |
| | | 2024 Proxy Statement 47 | |
| | | | Grant Value | | | RSUs (70% weighted) | | | SARs (30% weighted)(1) | | |||||||||||||||||||||||||||
| Name | | | % of Base Salary | | | $ | | | Grant Value $ | | | #(2) | | | Grant Value $ | | | #(3) | | ||||||||||||||||||
| Scott M. Rajeski | | | | | 250 | | | | | | 1,125,000 | | | | | | 787,500 | | | | | | 243,056 | | | | | | 337,500 | | | | | | 222,039 | | |
| Joshua D. Cowley | | | | | 200 | | | | | | 700,000 | | | | | | 490,000 | | | | | | 159,807 | | | | | | 210,000 | | | | | | 146,053 | | |
| Patrick M. Sheller | | | | | 150 | | | | | | 500,000 | | | | | | 350,000 | | | | | | 113,426 | | | | | | 150,000 | | | | | | 103,618 | | |
| | | 2024 Proxy Statement 48 | |
| | | 2024 Proxy Statement 49 | |
| | | 2024 Proxy Statement 50 | |
| | | 2024 Proxy Statement 51 | |
| | | 2024 Proxy Statement 52 | |
| • AAON, Inc. | | | • iRobot Corporation | | | • MasterCraft Boat Holdings, Inc. | | | • The AZEK Company Inc. | |
| • Armstrong World Industries, Inc. | | | • Johnson Outdoors, Inc. | | | • PGT Innovations, Inc. | | | • Trex Company, Inc. | |
| • Clarus Corporation | | | • Leslie’s, Inc. | | | • Simpson Manufacturing Co., Inc | | | • YETI Holdings, Inc. | |
| • Hayward Holdings, Inc. | | | • Malibu Boats, Inc. | | | • Sonos, Inc. | | | | |
| Name | | | Offer Letter Terms* | |
| Scott M. Rajeski | | | • Base salary • Target bonus of • Target equity of |
| | ||||
| Joshua D. Cowley | | | • Base salary of • Target bonus of • Target equity of | |
| Patrick M. Sheller | | | • Base salary of • Target bonus of • Target equity of | |
| | | 2024 Proxy Statement 53 | |
| | | 2024 Proxy Statement 54 | |
| Name and Principal Position(1) | | | Year | | | Salary ($) | | | Bonus ($)(2) | | | Option Awards ($)(3) | | | Stock Awards ($)(4) | | | Non-Equity Incentive Plan Compensation ($)(5) | | | All Other Compensation ($)(6) | | | Total ($) | | ||||||||||||||||||||||||
| Scott M. Rajeski President and Chief Executive Officer | | | | | 2023 | | | | | | 456,000 | | | | | | — | | | | | | 337,499 | | | | | | 787,501 | | | | | | — | | | | | | 20,996 | | | | | | 1,601,996 | | |
| | | 2022 | | | | | | 448,077 | | | | | | — | | | | | | 1,124,994 | | | | | | — | | | | | | 62,280 | | | | | | 27,343 | | | | | | 1,662,694 | | | |||
| J. Mark Borseth Former Interim Chief Financial Officer and Former Strategic Advisor | | | | | 2023 | | | | | | 389,135 | | | | | | 150,000 | | | | | | — | | | | | | 852,848 | | | | | | — | | | | | | 212,664 | | | | | | 1,604,647 | | |
| Joshua D. Cowley Chief Commercial Officer | | | | | 2023 | | | | | | 373,215 | | | | | | — | | | | | | 222,001 | | | | | | 518,001 | | | | | | — | | | | | | 12,755 | | | | | | 1,125,972 | | |
| Patrick M. Sheller General Counsel and Secretary | | | | | 2023 | | | | | | 353,600 | | | | | | — | | | | | | 157,499 | | | | | | 367,500 | | | | | | — | | | | | | 13,184 | | | | | | 891,783 | | |
| | | 2024 Proxy Statement 55 | |
| | | | | | | | | | Option Awards(1) | | | Stock Awards | | ||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | |||||||||||||||||||||
| Scott M. Rajeski | | | | | 4/22/2021 | | | | | | 69,274 | | | | | | 69,275 | | | | | | 19.00 | | | | | | 4/22/2031 | | | | | | — | | | | | | — | | |
| | | 3/3/2022 | | | | | | 43,070 | | | | | | 129,210 | | | | | | 15.69 | | | | | | 3/3/2032 | | | | | | — | | | | | | — | | | |||
| | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 243,056 | | | | | | 639,237 | | | |||
| | | 5/2/2023 | | | | | | — | | | | | | 222,039 | | | | | | 3.24 | | | | | | 5/2/2033 | | | | | | — | | | | | | — | | | |||
| J. Mark Borseth | | | | | 4/22/2021 | | | | | | 18,184 | | | | | | — | | | | | | 19.00 | | | | | | 4/22/2031 | | | | | | — | | | | | | — | | |
| Joshua D. Cowley | | | | | 4/22/2021 | | | | | | 48,492 | | | | | | 48,492 | | | | | | 19.00 | | | | | | 4/22/2031 | | | | | | — | | | | | | — | | |
| | | 3/3/2022 | | | | | | 26,799 | | | | | | 80,398 | | | | | | 15.69 | | | | | | 3/3/2032 | | | | | | — | | | | | | — | | | |||
| | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 159,807 | | | | | | 420,292 | | | |||
| | | 5/2/2023 | | | | | | — | | | | | | 146,053 | | | | | | 3.24 | | | | | | 5/2/2033 | | | | | | — | | | | | | — | | | |||
| Patrick M. Sheller | | | | | 8/8/2022 | | | | | | 27,149 | | | | | | 81,450 | | | | | | 6.54 | | | | | | 8/8/2032 | | | | | | — | | | | | | — | | |
| | | 8/8/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26,758 | | | | | | 70,374 | | | |||
| | | 3/1/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 113,426 | | | | | | 298,310 | | | |||
| | | 5/2/2023 | | | | | | — | | | | | | 103,618 | | | | | | 3.24 | | | | | | 5/2/2033 | | | | | | — | | | | | | — | | |
| | | 2024 Proxy Statement 56 | |
| | | 2024 Proxy Statement 57 | |
| | | 2024 Proxy Statement 58 | |
| | | 2024 Proxy Statement 59 | |
| | | 2024 Proxy Statement 60 | |
| | | 2024 Proxy Statement 61 | |
| Name of Beneficial Owner | | | Shares Beneficially Owned (1) | | | Percentage of Shares Beneficially Owned | | ||||||
| 5% Stockholders: | | | | | | | | | | | | | |
| Pamplona Funds (2) | | | | | 51,845,685 | | | | | | 45.1% | | |
| Wynnchurch Funds (3) | | | | | 14,983,771 | | | | | | 13.0% | | |
| Named Executive Officers and Directors: | | | | | | | | | | | | | |
| Scott M. Rajeski (4) | | | | | 4,407,312 | | | | | | 3.8% | | |
| J. Mark Borseth | | | | | 778,054 | | | | | | * | | |
| Joshua D. Cowley | | | | | 235,977 | | | | | | * | | |
| Patrick M. Sheller | | | | | 84,357 | | | | | | * | | |
| James E. Cline (5) | | | | | 674,933 | | | | | | * | | |
| Robert D. Evans | | | | | 697,420 | | | | | | * | | |
| DeLu Jackson | | | | | 31,380 | | | | | | * | | |
| Mark P. Laven (6) | | | | | 1,473,628 | | | | | | 1.3% | | |
| Suzan Morno-Wade | | | | | 59,219 | | | | | | * | | |
| Brian Pratt | | | | | — | | | | | | * | | |
| William M. Pruellage | | | | | — | | | | | | * | | |
| All current directors and executive officers as a group (13 persons) | | | | | 8,798,209 | | | | | | 7.6% | | |
| | | 2024 Proxy Statement 62 | |
| | | 2024 Proxy Statement 63 | |
| | | 2024 Proxy Statement 64 | |
| | | 2024 Proxy Statement 65 | |
| | | | | | | | | | How Do Votes Impact Approval of Proposal | | |||||||||
| Proposal | | | Required Approval | | | For | | | Withhold / Against | | | Abstention | | | Broker Non- Votes | | |||
| 1 | | | Election of Directors | | | Plurality of | | | For the proposal | | | Against the proposal | | | Not applicable | | | No effect. Not a | |
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| | | Majority of the | | | For the proposal | | | Against the proposal | | | Against the proposal | | | Not applicable | |
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| | | 2024 Proxy Statement | |
| | | 2024 Proxy Statement | |
| | | 2024 Proxy Statement 68 | |
| | | 2024 Proxy Statement 69 | |
| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1) | | | Weighted-average exercise price of outstanding options, warrants and rights ($)(b)(2) | | | Number of securities remaining available for further issuance under equity compensation plans (excluding securities reflected in column (a)(c)(3)) | | |||||||||
| Equity compensation plans approved by stockholders | | | | | 4,511,685 | | | | | $ | 11.34 | | | | | | 7,580,719 | | |
| Equity compensation plans not approved by stockholders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | 4,511,685 | | | | | $ | 11.34 | | | | | | 7,580,719 | | |
| | | 2024 Proxy Statement 70 | |
| | | 2024 Proxy Statement 71 | |
| | | 2024 Proxy Statement 72 | |