Hayward (HAYW) DEF 14A Definitive proxy

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

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

Check the appropriate box:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

Hayward Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(1) and 0-11

 

 

April 7, 2023

To the Stockholder of Hayward Holdings, Inc.:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Hayward Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 2022 (the “Annual Meeting”), to be held virtually via live webcast on Thursday, May 18, 2023 at 9:00 a.m. (Eastern Time). You can attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HAYW2023.

We have decided to hold the Annual Meeting virtually again, as we believe doing so helps to expand access, facilitate stockholder attendance, reduce costs and enable improved communication. It also reduces the environmental impact of our Annual Meeting.

At the Annual Meeting you will be asked to (i) elect three Class II director nominees to serve until our 2026 annual meeting of the stockholders, (ii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023 and (iii) transact such other business as may properly come before the Annual Meeting or any postponements, adjournments or continuations thereof.

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

Lastly, I would like to acknowledge and thank Timothy Walsh for his service and contributions to our Company as a member of our board of directors. Mr. Walsh is not standing for reelection as a director at the end of his current term at the Annual Meeting. The Company has benefited from his experience and expertise, and we express our sincere appreciation for his leadership since he became a director in June 2017.

On behalf of the Company and the board of directors, we thank you for your continued support and investment in Hayward Holdings, Inc.

Sincerely,

 

Kevin P. Holleran

President, Chief Executive Officer and Director

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Notice of Annual Meeting of Stockholders

  Thursday, May 18, 2023 9:00 AM ET
  Virtual Meeting at
www.virtualshareholdermeeting.com/ HAYW2023

You can attend and participate in the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ HAYW2023. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card to access the Annual Meeting platform. Smart phone users can point your camera to the QR code provided in your Notice and vote without entering a control number.

Meeting Agenda

1.
To elect the three Class II directors named in the accompanying proxy statement, each to serve until our 2026 annual meeting of stockholders and until their successors are duly elected and qualified;

2.
To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023; and

3.
To transact such other business as may properly come before the Annual Meeting or any postponements, adjournments or continuations thereof.

Record Date

Our board of directors has fixed the close of business on March 20, 2023 as the record date (the “Record Date”) for the Annual Meeting. Only stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting. Each share of common stock that you own represents one vote for each of the matters to be acted upon at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

Materials for Review

We are again electronically disseminating Annual Meeting materials to our stockholders, as permitted under the “Notice and Access” rules approved by the U.S. Securities and Exchange Commission. Stockholders will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred. We encourage you to review these materials for the Annual Meeting.

Ways to Vote

	Stockholders may vote in advance of the Annual Meeting:
		•	By internet at www.proxyvote.com
		•	By toll-free telephone at 1-800-690-6903
	Voting at the Annual Meeting:
		•	By attending the virtual meeting
		•	If you previously voted, you may still vote online at the Annual Meeting

YOUR VOTE IS IMPORTANT.   Whether or not you plan to attend the virtual Annual Meeting, you are urged to vote and submit your proxy as soon as possible by following the voting procedures described in these proxy materials.	By order of the board of directors,
	Susan M. Canning Senior Vice President, Chief Legal Officer and Corporate Secretary

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TABLE OF CONTENTS

		Page
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		ii
PROXY SUMMARY		1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING		3
	Why are you holding a virtual Annual Meeting and how can stockholders attend?	3
	What matters am I voting on and how does the board of directors recommend that I vote?	3
	Who is entitled to vote?	3
	Who are stockholders of record?	4
	Who are street name stockholders?	4
	How many votes are needed for approval of each proposal?	4
	What is a quorum?	5
	How do I vote?	5
	Can I change my vote?	5
	What is the effect of giving a proxy?	6
	Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?	6
	How are proxies solicited for the Annual Meeting?	6
	How may my broker, bank or other nominee vote my shares if I fail to provide timely directions?	6
	Where can I find the voting results of the Annual Meeting?	6
	I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?	7
	What is the deadline to propose stockholder actions and director nominations for consideration at next year’s annual meeting of stockholders?	7
	How can I access the bylaws?	8
BOARD OF DIRECTORS		9
	Board of Directors Composition	9
	Information Regarding Directors and Nominees	10
	Nominees for Director	11
	Continuing Directors	12
PROPOSAL NO. 1 ELECTION OF DIRECTORS		15
	Nominees	15
	Vote Required; Recommendation of the Board of Directors	15
CORPORATE GOVERNANCE		16
	Corporate Governance Overview and Fiscal Year 2022 Highlights	16
	Board Leadership	17
	Director Independence	18
	Meetings of the Board of Directors	18
	Board Committees	19
	Membership and Functions of the Committees of the Board	19
	Corporate Governance Guidelines	21
	Identification and Evaluation of Nominees for Directors; Board Diversity	22
	Summary of Director Skills, Competencies and Attributes:	23
	Compensation Committee Processes and Procedures	23
	Compensation Committee Interlocks and Insider Participation	24
	Code of Ethics for Senior Executive and Financial Officers and Business Conduct Policy	24
	Hedging and Pledging Policies, Derivatives Trading	24
	Stock Ownership Guidelines	25
	Related Party Transaction Policy	25
	Role of the Board in Risk Oversight	26
	Role of the Board in ESG Oversight	26
	Communications with the Board of Directors	27
	Non-Employee Director Compensation	27
	Director and Officer Indemnification Agreements	28
PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		29
	Fees Paid to the Independent Registered Public Accounting Firm	29
	Auditor Independence	30
	Pre-Approval Policies and Procedures	30
	Vote Required	30

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		Page
REPORT OF THE AUDIT COMMITTEE		31
EXECUTIVE COMPENSATION		32
	Compensation Discussion and Analysis	32
	Compensation Committee Report	41
	Summary Compensation Table	42
	Grants of Plan-Based Awards-Fiscal Year 2022	44
	Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table	45
	Outstanding Equity Awards at Fiscal Year-End Table	47
	Option Exercises and Stock Vested-Fiscal Year 2022	48
	Employee Deferred Compensation	48
	Summary of Potential Payments and Benefits-Termination Events	49
	Summary of Potential Payments Upon Termination or Change in Control	50
	Pay Versus Performance	52
	CEO Pay Ratio	54
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		55
	Delinquent Section 16 Reports	56
RELATED PERSON TRANSACTIONS		57
	Amended and Restated Stockholders Agreement	57
	Arrangements with our Directors and Officers	58
	Share Repurchase Program	58
	Purchases of Products in the Ordinary Course of Business	58
ADDITIONAL INFORMATION		59
	2022 Annual Report and SEC Filings	59
	Special Note Regarding Forward-Looking Statements	59
OTHER MATTERS		60

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PROXY STATEMENT

FOR 2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 9:00 a.m. Eastern Time on Thursday, May 18, 2023

PROXY SUMMARY

You are receiving this proxy statement and the accompanying form of proxy in connection with the solicitation of proxies by board of directors of Hayward Holdings, Inc., a Delaware corporation, for use at the 2023 annual meeting of stockholders (the “Annual Meeting”) and any postponements, adjournments or continuations thereof. In this proxy statement, the terms “Hayward,” “the Company,” “we,” “us” and “our” refer to Hayward Holdings, Inc. “Fiscal Year 2022” refers to the year ended December 31, 2022. The mailing address of our principal executive offices is 1415 Vantage Park Drive, Suite 400, Charlotte, North Carolina 28203.

This Proxy Summary highlights selected information related to our 2023 Annual Meeting of Stockholders (the “Annual Meeting”), corporate governance, and Fiscal Year 2022 financial performance. For more information about these topics, please see the remainder of this proxy statement and our 2022 Annual Report (the “2022 Annual Report”).

The Annual Meeting

2023 Annual Meeting of Stockholders

Thursday, May 18, 2023

9:00 a.m. Eastern Time

www.virtualshareholdermeeting.com/HAYW2023

Record Date: March 20, 2023

For more information about how to vote on the proposals and attend and participate in the Annual Meeting, see “Q&A — Information About the Proxy Materials and Our Annual Meeting” in this Proxy Statement.

Overview of Board of Directors Diversity and Experience*

 

*
For nominated and continuing directors

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Voting Matters and Board Recommendations

PROPOSALS	For More Information	Board Recommendation
PROPOSAL NO. 1
The election of three Class II directors named in this proxy statement to serve until our 2026 annual meeting of stockholders and until their successors are duly elected and qualified.	Page 15	FOR each nominee
PROPOSAL NO. 2
Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023.	Page 29	FOR

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

On April 7, 2023, proxy materials or a Notice of Internet Availability for the Annual Meeting (the “Notice”) were first made available on the internet at www.proxyvote.com and mailed to our stockholders.

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

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

Why are you holding a virtual Annual Meeting and how can stockholders attend?

We will be hosting the Annual Meeting via live webcast only. We believe hosting our Annual Meeting virtually helps to expand access, facilitate stockholder attendance, reduce costs and enable improved communication. It also reduces the environmental impact of our Annual Meeting. To participate in our virtual Annual Meeting, visit www.virtualshareholdermeeting.com/HAYW2023 with your 16-digit control number included in the Notice if you are a stockholder of record of shares of common stock (or on your proxy card if you are a stockholder of record and requested paper copies of the Annual Meeting materials), or included with your voting instructions received from your broker, bank or other nominee if you are a street name stockholder, as described below.

The Annual Meeting live webcast will begin promptly at 9:00 a.m., Eastern Time, on Thursday, May 18, 2023. Stockholders may vote and submit questions while attending the meeting online. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. Participants should allow plenty of time to log in and confirm that they can hear streaming audio prior to the start of the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number: 844-986-0822 (U.S.) or +1-303-562-9302 (international).

What matters am I voting on and how does the board of directors recommend that I vote?

PROPOSAL	BOARD OF DIRECTORS VOTING RECOMMENDATION
PROPOSAL NO. 1 The election of three Class II directors named in this proxy statement to serve until our 2026 annual meeting of stockholders and until their successors are duly elected and qualified.	FOR each nominee
PROPOSAL NO. 2 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023.	FOR

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

Pursuant to the instructions to Rule 14a-21 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because we ceased to be an “emerging growth company” within the first two years following our initial public offering of common stock (the “IPO”), we are not required to hold an advisory vote to approve the compensation of our named executive officers (a “Say-on-Pay Vote”) at this annual meeting. It is expected that the first Say-on-Pay Vote will occur at the 2024 annual meeting of stockholders.

Who is entitled to vote?

Holders of our common stock, par value $0.001 (our “common stock”), as of the close of business on the Record Date will be entitled to one vote for each share of our common stock held by them on the Record Date with respect to all matters to be acted upon at the Annual Meeting. As of the Record Date, there were 212,771,569 shares of our common stock outstanding and entitled to be voted at the Annual Meeting, which does not include 28,666,369 shares held by the Company in treasury.

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Who are stockholders of record?

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

Who are street name stockholders?

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

How many votes are needed for approval of each proposal?

PROPOSAL	VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTIONS AND BROKER NON-VOTES
PROPOSAL NO. 1 The election of three Class II directors named in this proxy statement to serve until our 2026 annual meeting of stockholders and until their successors are duly elected and qualified.	Our certificate of incorporation and bylaws state that, to be elected, a nominee must receive a plurality of the votes, which means that the nominees that receive the highest number of votes of the shares present in person (by means of remote communication) or represented by proxy and entitled to vote on the election of directors at the Annual Meeting “FOR” are elected as directors. Broker non-votes (which are described below) will not count in determining the outcome of the election of directors. Our Corporate Governance Guidelines further state that, in the event of an uncontested director election (such as this director election), where the votes “withheld” from a director nominee’s election exceed the votes cast “FOR” that nominee’s election, such nominee shall be required to submit his or her resignation to the board of directors for its consideration. The board of directors will then have the opportunity to determine whether to accept or reject such tendered resignation.
PROPOSAL NO. 2 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023.	The ratification of the appointment of PricewaterhouseCoopers LLP requires the affirmative vote of the holders of a majority of the voting power of the shares of our common stock entitled to vote on the proposal that are present in person (by means of remote communication) at the Annual Meeting or represented by proxy at the Annual Meeting. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same

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PROPOSAL	VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTIONS AND BROKER NON-VOTES
	effect as a vote against this proposal. Broker non-votes are not considered votes for or against this proposal, and thus, will have no effect on the outcome of this proposal.

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

What is a quorum?

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

How do I vote?

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

• By Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 17, 2023 (have your Notice or proxy card in hand when you visit the website);

• By toll-free telephone at 1-800-690-6903 until 11:59 p.m. Eastern Time on May 17, 2023 (have your Notice or proxy card in hand when you call);

• By completing and mailing your proxy card (if you received printed proxy materials) to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717 to be received by 6:00 p.m. Eastern Time on May 17, 2023; or

• By attending the virtual meeting by visiting www.virtualshareholdermeeting.com/HAYW2023, where you may vote electronically and submit questions during the Annual Meeting. Please have your Notice or proxy card in hand when you visit the website. If you previously voted via the Internet (or by telephone or mail), you may still vote online at the Annual Meeting.

VOTING VIA THE INTERNET OR BY TELEPHONE IS FAST AND CONVENIENT, AND YOUR VOTE IS IMMEDIATELY CONFIRMED AND TABULATED. VOTING EARLY WILL HELP AVOID ADDITIONAL SOLICITATION COSTS AND WILL NOT PREVENT YOU FROM VOTING ELECTRONICALLY DURING THE ANNUAL MEETING IF YOU WISH TO DO SO.

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

Can I change my vote?

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

• entering a new vote by Internet or by telephone before the Annual Meeting;

• delivering a written notice of revocation or completing and returning a later-dated proxy card before 6:00 p.m. Eastern Time on May 17, 2023 to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717; or

• attending and voting electronically at the virtual Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

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

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What is the effect of giving a proxy?

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

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this proxy statement and our 2022 Annual Report, primarily via the Internet. The Notice containing instructions on how to access this proxy statement and our 2022 Annual Report is first being mailed on or about April 7, 2023 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and the cost of our annual meetings of stockholders.

How are proxies solicited for the Annual Meeting?

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

How may my broker, bank or other nominee vote my shares if I fail to provide timely directions?

Brokers, banks and other nominees holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for our fiscal year ending December 31, 2023. Your broker, bank or other nominee will not have discretion to vote on the election of directors or the frequency of future stockholder advisory votes to approve the compensation of the named executive officers, which are “non-routine” matters, absent direction from you. If the broker, bank or other nominee that holds your shares in street name returns a proxy card without voting on a non-routine proposal because it did not receive voting instructions from you on that proposal, this is referred to as a “broker non-vote.” Broker non-votes are considered in determining whether a quorum exists at the Annual Meeting. The effect of broker non-votes on the outcome of each proposal to be voted on at the Annual Meeting is explained above.

Where can I find the voting results of the Annual Meeting?

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

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I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

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

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

What is the deadline to propose stockholder actions and director nominations for consideration at next year’s annual meeting of stockholders?

Rule 14a-8 Stockholder Proposals

As prescribed by Rule 14a-8 under the Exchange Act, qualifying stockholders may present proper proposals for inclusion in our proxy statement for consideration at next year’s annual meeting of stockholders. For a Rule 14a-8 stockholder proposal to be timely and considered for inclusion in our proxy statement for our 2024 annual meeting of stockholders, the proposal must comply with all applicable requirements of Rule 14a-8, including with respect to ownership of our common stock, and our Corporate Secretary must receive the written proposal at our principal executive offices by the deadline prescribed by Rule 14a-8 under the Exchange Act (provided that the 2024 Annual Meeting is not held more than 30 days from the first anniversary of the 2023 Annual Meeting, the applicable deadline will be December 9, 2023). Stockholder proposals should be addressed to: Hayward Holdings, Inc., Attention: Corporate Secretary, at the mailing address of our principal executive offices.

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

Advance Notice Stockholder Proposals

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

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Corporate Secretary, which notice must contain the information specified in our bylaws. For an advance notice stockholder proposal, including director nominations, to be timely for our 2024 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices at the address listed above:

• not earlier than the close of business on 120 days prior to the anniversary of the Annual Meeting (January 19, 2024); and

• not later than the close of business on 90 days prior to the anniversary of the Annual Meeting (February 18, 2024).

In the event that we hold our 2024 annual meeting of stockholders more than 30 days before or after the one-year anniversary of the Annual Meeting, notice of an advance notice stockholder proposal must be received on or before ten days after the day on which the date of the 2024 annual meeting is first disclosed in a public announcement.

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

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

How can I access the bylaws?

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

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BOARD OF DIRECTORS

Board of Directors Composition

We are managed under the direction of our board of directors, which is currently composed of 12 members. The authorized number of directors comprising our board of directors may not be less than three or not more than fifteen, with the actual number to be fixed from time to time by resolution of our board of directors, subject to the terms of our certificate of incorporation and bylaws. Effective as of the commencement of the Annual Meeting, the size of our board of directors will be reduced to 11 members.

Our certificate of incorporation provides for a board of directors comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our board of directors is divided among the three classes as follows:

• Our class II directors are Kevin Brown, Mark McFadden, Arthur Soucy and Timothy Walsh, and their terms will expire at the Annual Meeting. Messrs. Brown, McFadden and Soucy are standing for re-election to our board of directors at the Annual Meeting. Mr. Walsh is not being nominated for re-election.

• Our class III directors are Diane Dayhoff, Stephen Felice, Kevin Holleran, Lawrence Silber and Lori Walker, and their terms will expire at the annual meeting of stockholders to be held in 2024.

• Our class I directors are Christopher Bertrand, Gregory Brenneman and Edward Ward, and their terms will expire at the annual meeting of stockholders to be held in 2025.

Our directors’ comprehensive set of skills and diverse backgrounds are designed to enable effective oversight of our business strategy and our corporate governance practices. Our continuing directors and nominees consist of individuals with a diversity of gender, ethnicity, skills and experiences, with directors who identify as female representing approximately 18% of the board and directors who identify as racially diverse representing approximately 9% of the board. The average tenure for our continuing directors and nominees is approximately 3.8 years.

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Information Regarding Directors and Nominees

The following table sets forth the names, ages as of April 7, 2023, and certain other information for each nominee for election as a director at the Annual Meeting, for each member of our board of directors whose term expires at the Annual Meeting and for each of the continuing members of our board of directors. Full biographical information of the nominees and continuing directors follows the table.

NAME	CLASS	AGE	CURRENT POSITION	DIRECTOR SINCE	CURRENT TERM EXPIRES	EXPIRATION OF TERM FOR WHICH NOMINATED	INDEPENDENT	AUDIT COMMITTEE	COMP. COMMITTEE	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE*
Nominees:
Kevin Brown	II	48	Director	2017	2023	2026
Mark McFadden	II	45	Director	2017	2023	2026
Arthur Soucy	II	60	Director	2017	2023	2026	X
Other Director with a Term Expiring at the Annual Meeting:
Timothy Walsh	II	59	Director	2017	2023	—
Continuing Directors:
Diane Dayhoff	III	67	Director	2021	2024	—	X
Stephen Felice (C)	III	66	Director	2018	2024	—	X
Kevin Holleran	III	55	President, CEO & Director	2019	2024	—
Lawrence Silber	III	66	Director	2019	2024	—	X
Lori Walker	III	65	Director	2021	2024	—	X
Christopher Bertrand	I	38	Director	2020	2025	—
Gregory Brenneman	I	61	Director	2017	2025	—
Edward Ward	I	58	Director	2022	2025	—	X

Legend: (C) Chairperson of the Board
  Committee Chairperson
  Committee Member  
Audit Committee Financial Expert

*
Reflects anticipated membership of the nominating and corporate governance committee immediately following the Annual Meeting.

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Nominees for Director

Kevin D. Brown Director since June 2017

Mr. Brown is Co-Head of the Private Capital Group of BDT & MSD Partners, L.P. (“MSD”). Mr. Brown joined MSD in 2016 and currently serves as a director on the boards of Endries International, Woolpert, West Monroe Partners, East West Manufacturing and Ring Container Technologies. Prior to joining MSD, Mr. Brown was a Partner with Court Square Capital (“Court Square”) where he worked primarily in the Industrial sector for ten years. Prior to Court Square, Mr. Brown was a Vice President with Apax Partners focusing on investments in the Media, Late-Stage Software, and Tech-Enabled Business Services sectors. He has served as a director on numerous boards, including those of ERICO Global, MacDermid, Pike Corporation, and Wyle. Mr. Brown received his B.S. from the McIntire School of Commerce at the University of Virginia and his M.B.A. from the Wharton School of the University of Pennsylvania where he graduated as a Palmer Scholar. Mr. Brown brings expertise in finance and capital markets, strategic matters, as well as significant experience as a board member of complex global businesses.

Mark McFadden Director since June 2017

Mr. McFadden is a Co-Managing Partner of CCMP Capital Advisors, L.P. (“CCMP”) and a member of CCMP’s Investment Committee. Mr. McFadden joined CCMP in 2002 and was named Co-Managing Partner in 2022 and a member of CCMP’s Investment Committee in 2019. While at CCMP, Mr. McFadden has focused on investments in the industrial sector, including prior CCMP investments in Generac Power Systems, Milacron, and Eco Services. Prior to joining CCMP, Mr. McFadden worked in investment banking at CSFB and Bowles Hollowell Conner. Mr. McFadden serves on the board of directors of PQ Corporation and BGIS. Mr. McFadden holds a B.B.A. and a B.A. from the College of William and Mary. Mr. McFadden brings expertise in corporate finance and strategic development, as well as significant experience as a board member of global industrial businesses.

Arthur L. Soucy Director since December 2017

Mr. Soucy is a retired executive with broad international experience running complex operations and large profit and loss statements (“P&L’s”) in both the Oil & Gas and Aviation industries. Mr. Soucy has over 30 years of business leadership experience in multi-national environments holding executive positions with P&L responsibilities spanning some 80 countries. Mr. Soucy retired as President, Products & Technology for Baker Hughes, an Oil & Gas Services company, in July 2017. In that role he was responsible for the company’s multi-billion-dollar chemical business as well as enterprise New Product & Technology development. He also was responsible for the company’s global marketing and supply chain functions. Prior to that, Mr. Soucy was headquartered in London, UK for nearly four years where he served as President of Europe, Africa, Russia, Caspian, and had P&L responsibilities for the Region. Prior to joining Baker Hughes, Mr. Soucy spent 29 years at Pratt & Whitney, where he held a variety of executive level P&L, technology, and supply chain positions. Mr. Soucy brings to the board extensive experience as an executive of multi-national businesses with insight into global marketing and supply chain functions.

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Continuing Directors

Diane S. Dayhoff Director since March 2021

Ms. Dayhoff served as Vice President Investor Relations at The Home Depot, Inc. (“Home Depot”), from May 2003 to April 2018. Prior to joining Home Depot, Ms. Dayhoff worked at Continental Airlines for 14 years in progressively increasing roles of responsibility, including as Staff Vice President of Finance. Further, as the Chief Financial Officer of a large privately held company, she generated that company’s first audited financial statements. Throughout her career, Ms. Dayhoff has worked closely with auditors and has in-depth knowledge of accounting practices and principles. Ms. Dayhoff brings expertise in communication and investor relations, as well as significant experience in financial planning.

Stephen J. Felice Director since May 2018

Mr. Felice has been Chairman and Chief Executive Officer of Felice Partners, LLC (an advisory and private investment company) since January 2017. Prior to that, Mr. Felice was President and Chief Executive Officer of Filtration Group Corporation (“FGC”), a global industrial manufacturer, from January 2014 through January 2017. Prior to joining FGC, Mr. Felice was President and Chief Commercial Officer of Dell, Inc (“Dell”) from December 2011 through December 2013 after previously serving in a variety of executive roles at Dell from February 1999 through November 2011. Prior to joining Dell, Mr. Felice was President and Chief Executive Officer of DecisionOne Corporation (“DOC”), a provider of computer technology services, from 1997 through 1999 after previously serving as President of DOC from 1995 through 1997. Prior to joining DOC, Mr. Felice worked at Bell Atlantic Corp in various roles from 1984 through 1995 and Shell Oil Corp from 1979 through 1984. Mr. Felice has served on the board of directors of Southwire Corporation since 2015 (currently Chairman of Human Resources Committee) and the Mark Felice Foundation since 2003. Mr. Felice was also Vice Chairman at St. Michael’s Catholic Academy from 2010 to 2014 and served on the Board of Trustees for The Franklin Institute from 2013 to 2015 and the Singapore Economic Development Board from 2010 to 2012. Mr. Felice brings significant expertise in managing large global enterprises, information technology and industrial manufacturing verticals, strategic planning, global sales, and manufacturing.

Kevin P. Holleran Director since August 2019

Mr. Holleran has served as President and Chief Executive Officer of Hayward since August 2019. Prior to joining Hayward, beginning in 2017, Mr. Holleran served as President and Chief Executive Officer of the Industrial Segment within Textron, Inc. Textron’s Industrial Segment is composed of Textron Specialized Vehicles, Inc. (“Textron Specialized Vehicles”), a leading global manufacturer of purpose-built vehicles and equipment for a variety of commercial and recreational applications across a number of brands, and Kautex, a tier one automotive supplier of fuel systems, selective catalytic reduction systems, and cleaning solutions. Prior to 2017, Mr. Holleran served for ten years as the President and Chief Executive Officer of Textron Specialized Vehicles, during which time he grew revenue and profitability substantially through both organic growth and acquisitions. Prior to his time at Textron, Mr. Holleran held several management positions at Ingersoll Rand plc and Terex Corporation across the sales, marketing and product management functions. Mr. Holleran holds an MBA from Wake Forest University and a Bachelor of Science degree from Cornell University. As the Company's President and Chief Executive Officer, Mr. Holleran brings to the board of directors specific knowledge of our business, our people, our challenges and our prospects for continued growth, as well as a deep understanding of our business and markets.

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Lawrence H. Silber Director since November 2019

Mr. Silber has served as President and Chief Executive of Herc Rentals Inc. (“Herc Rentals”) since May 2015. Prior to joining Herc Rentals, Mr. Silber served as an executive advisor at Court Square Capital Partners, LLP, a private equity firm primarily investing in the business services, healthcare, general industrial and technology and telecommunications sectors, from April 2014 to May 2015. Mr. Silber also served as Chief Operating Officer for Hayward Industries, Inc. from 2008 to 2012, during which time he oversaw a successful transition through the recession and return to solid profitability. From 1978 to 2008, Mr. Silber worked for Ingersoll Rand plc, a publicly traded manufacturer of industrial products and components, in a number of roles of increasing responsibility. Mr. Silber previously served on the board of directors of SMTC Corporation from 2012 to 2015. Mr. Silber brings expertise in executive management, strategy formation and leadership skills, gained as the former Chief Operating Officer of Hayward Industries, Inc. as well as in his current role as President and Chief Executive Officer of Herc Rentals. Mr. Silber also has extensive knowledge and experience in manufacturing, sales and marketing, and specific industry experience in our business, including our operations, business development matters and financial performance. Further, his experience as a leader and director of a public company provides him with an understanding of the responsibilities of public company boards and insight to the issues applicable to public companies.

Lori A. Walker Director since March 2021

Ms. Walker served as Chief Financial Officer and Senior Vice President of The Valspar Corporation (“Valspar”), a global coatings manufacturer, from 2008 to 2013, where she led the Finance, IT and Communications teams. Before this position, Ms. Walker served as Valspar’s Vice President, Controller, and Treasurer from 2004 to 2008 and as Vice President and Controller from 2001 to 2004. Prior to joining Valspar, Ms. Walker worked at Honeywell, Inc., a global conglomerate of commercial and consumer products, for 20 years in progressively increasing roles of responsibility, including as Director of Global Financial Risk Management. Ms. Walker currently serves on the board of directors of Southwire Company, LLC, a private industrial manufacturer of wire and cable, Constellium N.V., a publicly traded aluminum fabricator for the automotive, aerospace and packaging industries and Compass Minerals International, Inc., a producer of salt for highway deicing, commercial and industrial markets. Ms. Walker brings extensive financial leadership experience in global, publicly traded companies, knowledge of financial controls and systems and risk management and understanding of IT infrastructure.

Christopher F. Bertrand Director since October 2020

Mr. Bertrand is Managing Director in the Private Capital Group of BDT & MSD Partners, L.P. Mr. Bertrand joined MSD in 2019. Prior to joining MSD, Mr. Bertrand was a Principal at Court Square. Previously, Mr. Bertrand was with Kohlberg, Kravis, & Roberts, where he focused on private equity investments, and Goldman, Sachs & Co. He received an M.B.A. with Distinction from Harvard Business School and a B.A. from Dartmouth College. He has served as a member on the boards of numerous companies. Mr. Bertrand brings expertise in finance and capital markets, strategic matters, as well as significant experience as a board member of several companies.

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Gregory D. Brenneman Director since June 2017

Mr. Brenneman is Executive Chairman of CCMP and a member of CCMP’s Investment Committee. Mr. Brenneman plays an active leadership role in executing CCMP’s overall strategy while remaining actively engaged in completing transactions, developing strategies and coaching the senior management of CCMP’s portfolio companies. Prior to joining CCMP in October 2008, Mr. Brenneman served as Chairman, CEO, President and/or COO of Quiznos Sub, Burger King, PwC Consulting and Continental Airlines. In 1994 Mr. Brenneman founded Turnworks, Inc. (“Turnworks”), his personal investment firm that focuses on corporate turnarounds. Prior to founding Turnworks, Mr. Brenneman was a Vice President for Bain & Company. Mr. Brenneman currently serves on the board of directors of Eating Recovery Center, PQ Corporation, BGIS, Baker Hughes, Baylor College of Medicine and Home Depot. Mr. Brenneman holds a B.B.A. in Accounting/Finance, summa cum laude, from Washburn University of Topeka, Kansas, and an M.B.A. with distinction from Harvard Business School. He was awarded an honorary Doctor of Commerce degree from Washburn University. Mr. Brenneman brings expertise in leadership and strategic matters, as well as significant experience as a senior executive and board member of complex global businesses.

Edward D. Ward Director since April 2022

Mr. Ward is President – Client Product Group of Dell Technologies Inc. (“Dell Technologies”). Mr. Ward has over 35 years of experience working in the technology industry. Mr. Ward has worked at Dell Technologies for 22 years in progressively increasing roles of responsibility, including Senior Vice President – Client Product Group, Senior Vice President of Engineering – Client Product Group and Vice President of Engineering – Servers. In addition, Mr. Ward has worked at NCR Corporation as Vice President of Engineering – Shared Components & Technical Services. Mr. Ward also has served in board roles at the University of Colorado, Boulder, University of Texas, Rio Grande Valley and Austin’s Habitat for Humanity. Mr. Ward received his B.S. in electrical engineering and computer science from the University of Colorado, Boulder and completed the Advanced Management Program at Harvard Business School. Mr. Ward contributes expertise in leadership in strategic matters, as well as meaningful technology experience driven by a strong engineering background.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our board of directors is currently composed of 12 members. In accordance with our certificate of incorporation, our board of directors is divided into three classes of directors. At the Annual Meeting, three Class II directors will be elected for a three-year term to succeed the Class II directors whose term is then expiring. Timothy Walsh, a Class II director, is not being nominated for re-election. Effective as of the commencement of the Annual Meeting, the size of our board of directors will be reduced to 11 members. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, disqualification or removal.

Nominees

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Kevin Brown, Mark McFadden and Arthur Soucy as nominees for election as Class II directors at the Annual Meeting. If elected, each of Messrs. Brown, McFadden, and Soucy will serve as Class II directors until our 2026 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, disqualification or removal. Each of the nominees is currently on the board of directors and has agreed to serve if elected. For information concerning the nominees, please see “Board of Directors—Nominees for Director.”

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

Vote Required: Recommendation of the Board of Directors

Our certificate of incorporation and bylaws state that, to be elected, a nominee must receive a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors at the Annual Meeting, which means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Broker non-votes will not count in determining the outcome of the election of directors. Our Corporate Governance Guidelines further state that, in the event of an uncontested director election (such as this director election), where the votes “withheld” from a director nominee’s election exceed the votes cast “FOR” that nominee’s election, such nominee shall be required to submit his or her resignation to the board of directors for its consideration. The board of directors will then have the opportunity to determine whether to accept or reject such tendered resignation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF KEVIN BROWN, MARK MCFADDEN AND ARTHUR SOUCY TO THE BOARD OF DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2026.

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CORPORATE GOVERNANCE

Corporate Governance Overview and Fiscal Year 2022 Highlights

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

• Independent board chairperson

• Board of directors composed of all non-employee directors (other than our Chief Executive Officer)

• Board oversight of corporate social responsibility and sustainability, including our environmental, social and governance (“ESG”) related strategies, policies and disclosures

• Board oversight of risk management

• Policies in place prohibiting short sales, hedging, margin accounts and pledging of our stock

• Robust stock ownership guidelines for officers and directors

• Launched global ethics reporting platform

• Monthly diversity & inclusion metrics are reported to senior leadership

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

ESG at Hayward

As a leading provider of environmentally friendly and energy efficient products, we believe that creating stockholder value requires embedding sustainability throughout our business operations. Hayward is committed to maintaining a healthy environment for the well-being of our people and our business and building a foundation for a sustainable and strong economy. Technology is playing an ever more significant role in tackling climate change; we strive to continuously provide environmentally friendly, innovative and energy efficient products without compromising our planet, our people or our principles.

2022 ESG Highlights

In 2022, we formalized our ESG framework following our inaugural ESG assessment to build the foundations of our principle-based approach to integrating ESG throughout our business. We established four pillars to guide our strategy and implementation of ESG initiatives: Products, People, Planet and Principles. Our ESG strategy champions our core environmental, social and governance values: we are committed to providing innovative and environmentally sustainable products, upholding responsible manufacturing practices, fostering a safe and inclusive workplace and maintaining strong governance and compliance practices.

 

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Products

• Received the 2022 Energy Star® Partner of the Year, Product Brand Owner Award

• Introduced Advanced AquaRite® S3 Salt Sanitization System, an eco-friendly sanitization alternative

• Increased the percentage of products by revenue (for North American revenue) that meet Energy Star® criteria to 67% from 45% in 2021

Planet

• Partnered with a third-party expert to quantify and disclose our Scope 1 and 2 greenhouse gas emissions inventory

• Initiated a global conflict minerals supply chain analysis to understand the potential risks that exist within our supply chain and establish supply chain transparency

People

• Became a signatory of the CEO Action for Diversity & Inclusion Pledge, in which our CEO committed to building and fostering productive, diverse and inclusive workplaces

• Increased the global percentage of women in management roles to 20% from 12% in 2021

• Established a Diversity, Equity, and Inclusion (DE&I) Steering Committee with senior leadership sponsorship to provide oversight, guidance, and enable accountability of Hayward’s DE&I Program

Principles

• Revised key ESG policies to provide sound oversight, including our global Environmental Policy, Environmental Health and Safety Policy, Human Rights Policy and Supplier Code of Conduct

• Achieved 90% certification by employees of their understanding and commitment to comply with the Business Ethics and Code of Conduct and Whistleblower Policy

• Launched a global learning management system for compliance training in 2022 and created a company-wide monthly training curriculum integrating compliance, safety, human resources, and information technology trainings

• Published our first Sustainability Accounting Standards Board (“SASB”)-aligned 2022 ESG Data Sheet with key performance indicators for 2021

• Launched our ESG website in furtherance of our commitment to stakeholder transparency

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

Hayward’s ESG strategy is overseen by our board of directors through the nominating and corporate governance committee. Our ESG steering committee comprises members of the senior leadership team and meets on a monthly cadence to oversee our ESG efforts.

Board Leadership

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

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Director Independence

During Fiscal 2022 and until March 3, 2023 (the “Trigger Date”), we were a “controlled company” within the meaning of the New York Stock Exchange’s (“NYSE”) corporate governance standards because more than 50% of the voting power of our common stock was held by investment funds affiliated with CCMP, MSD (collectively, our “Sponsors”) and Alberta Investment Management Corp. (“AIMCo”), which are parties to a stockholders agreement with respect to their ownership of our common stock. See “Related Person Transactions—Amended and Restated Stockholders Agreement.” Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or other company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that consists entirely of independent directors and (3) that its director nominations be made, or recommended to its full board of directors, by its independent directors or by a nominations committee that consists entirely of independent directors. As of the date of this Proxy Statement, we do not have a nominating and corporate governance committee and compensation committee that are composed entirely of independent directors or a board of directors composed of a majority of independent directors. However, following the expiration of Mr. Walsh's term, our board of directors will be composed of a majority of independent directors and our nominating and corporate governance committee will be composed entirely of independent directors. Under NYSE rules, we have until 90 days from the Trigger Date to have a compensation committee composed of a majority of independent directors and one year from the Trigger Date to have a compensation committee composed entirely of independent directors. We intend to comply with such independence requirements by the applicable dates.

Pursuant to the corporate governance standards of the NYSE, a director employed by us cannot be deemed an “independent director,” and each other director will qualify as “independent” only if our board of directors affirmatively determines that he has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. In making such determinations, the board of directors considered that certain directors serve as directors of other companies with which we engage from time to time in the ordinary course of business and, in accordance with our independence standards, determined that none of these relationships were material or impaired the independence of any of our directors. The fact that a director may own our capital stock is not, by itself, considered a material relationship. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has affirmatively determined that each of Ms. Dayhoff, Mr. Felice, Mr. Silber, Mr. Soucy, Ms. Walker and Mr. Ward are independent in accordance with the NYSE rules. There are no family relationships among any of our directors or executive officers.

In addition, our board of directors has determined that Ms. Dayhoff, Mr. Felice and Ms. Walker each satisfy the independence requirements for audit committee members under the listing standards of the NYSE and Rule 10A-3 of the Exchange Act. Ms. Dayhoff, Mr. Felice and Ms. Walker have also been determined to be audit committee “financial experts” as defined under SEC rules. All members of the audit committee are able to read and understand fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate.

Meetings of the Board of Directors

Our board of directors held six meetings (including regularly scheduled and special meetings) during Fiscal Year 2022. Each director attended more than 75% of the aggregate of the meetings of the board and of meetings held by all committees of the board on which such director served during Fiscal Year 2022. Our non-employee directors meet by themselves, without management directors and management present, periodically throughout Fiscal Year 2022. Mr. Felice, the non-executive Chairperson of the Board, presides at all meetings of non-management directors. Although we have no policy with respect to director attendance of annual meetings of stockholders, directors are encouraged to attend. All of the directors elected at the 2022 annual meeting of stockholders and all of the continuing directors at the 2022 annual meeting virtually attended the 2022 annual meeting.

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Board Committees

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

Membership and Functions of the Committees of the Board

AUDIT COMMITTEE Members: Lori Walker (Chairperson) Diane Dayhoff Stephen Felice # of Meetings Held in Fiscal Year 2022: 11	Our audit committee’s responsibilities include, among other things:
		•	Overseeing the quality and integrity of our financial statements and the financial reporting process;
		•	Appointing and overseeing our external auditors and meeting separately with our external auditors to discuss the scope of their work and their findings;
		•	Overseeing our annual audit process, including considering and discussing with our external auditors and management significant accounting and reporting issues, the results of the audit, whether the financial statements are complete and the audit opinion;
		•	Reviewing and discussing with our external auditors and management our annual and quarterly financial statements;
		•	Overseeing earnings press releases and their contents;
		•	Providing oversight with respect to our capital structure, key financial ratios and liquidity;
		•	Overseeing our internal controls and advising management, our internal audit department and our external auditors with respect to internal control matters;
		•	Reviewing and discussing significant changes to our accounting policies with management and our external auditors;
		•	Reviewing internal audit reports and regularly evaluating the effectiveness of our internal audit function;
		•	Reviewing guidelines and policies governing how our management assesses and manages risks associated with our business;
		•	Overseeing the effectiveness of our systems for monitoring compliance with laws and regulations;
		•	Reviewing and overseeing all related party transactions required to be disclosed in any public filings for potential conflicts of interest in accordance with the Company’s related party transactions policy;
		•	Overseeing the integrity of the Company’s information technology systems, processes and data;
		•	Periodically reviewing and assessing with management and the internal auditor the adequacy of security for the Company’s information technology systems, processes and data and the Company’s contingency plans in the event of a breakdown or security breach affecting such systems, process and data or that of the Company’s clients; and
		•	Reviewing and assessing audit committee members’ individual composition and the overall performance of the audit committee.
	Each member of our audit committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Our board of directors has determined that each member of the audit committee is an “audit committee financial expert” as such term is defined under the SEC rules.

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COMPENSATION COMMITTEE Members: Lawrence Silber (Chairperson) Kevin Brown Mark McFadden # of Meetings Held in Fiscal Year 2022: 5	Our compensation committee’s responsibilities include, among other things:
		•	Reviewing and establishing the Company’s overall compensation strategy for its management and employees;
		•	Annually reviewing and approving corporate goals and objectives relevant to our Chief Executive Officer’s compensation;
		•	Evaluating our Chief Executive Officer’s performance;
		•	Approving or recommending to our board of directors to approve our Chief Executive Officer’s compensation;
		•	Reviewing and determining, or recommending to the board to determine, the compensation of our other executive officers;
		•	Reviewing, assessing and making recommendations to the board of directors regarding the compensation of the members of the board of directors;
		•	Reviewing, approving and overseeing our compensation and benefits plans;
		•	Approving equity grants and awards;
		•	Reviewing and approving employment contracts and other compensation, severance and change-in-control arrangements for executive officers;
		•	Reviewing the Company’s compensation policies and practices to determine whether they encourage excessive risk-taking;
		•	Reviewing and discussing the relationship between risk management policies and practices and compensation and evaluating compensation policies and practices that could mitigate any such risk;
		•	Reviewing and assessing compensation committee members’ individual performance and the performance of the compensation committee as a whole; and
		•	Reviewing and approving other policies and practices related to the compensation of our directors, officers and employees.
	Lawrence Silber has been determined by the board of directors to be “independent” under NYSE rules. As discussed above under the heading “—Director Independence,” we intend to meet the compensation committee independence requirements under NYSE rules in accordance with the transition periods for a former “controlled company.”

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Members: Timothy Walsh (Chairperson) Stephen Felice Arthur Soucy Edward Ward # of Meetings Held in Fiscal Year 2022: 2	Our nominating and corporate governance committee’s responsibilities include, among other things:
		•	Identifying, selecting and recommending to our board of directors individuals to become members of our board of directors;
		•	Recommending to the board the classes on which such nominees should serve;
		•	Reviewing our board of directors’ committee structure and making recommendations regarding the appointment of directors to committees;
		•	Reviewing the corporate governance guidelines regularly;
		•	Overseeing the Company’s ESG initiatives and progress;
		•	Reviewing the Company’s practices and policies with respect to directors, including retirement policies, the size of the board, service of non-employee directors, the meeting frequency of the board and the structure of board meetings and make recommendations to the board with respect thereto;
		•	Recommending to the board or to the appropriate committee thereof processes for annual evaluations of the performance of the board and the Chief Executive Officer and appropriate committees of the board;
		•	Overseeing such processes for annual evaluations, and certify annually that the performance of the Chief Executive Officer and other members of executive management is being appropriately evaluated;
		•	Reviewing Company policies with respect to significant issues of corporate public responsibility, including contributions;
		•	Considering and reporting to the board any questions of possible conflicts of interest of board members;
		•	Providing for new director orientation and continuing education for existing directors on a periodic basis;
		•	Overseeing the maintenance and presentation to the board of management’s plans for succession to senior management positions in the Company;
		•	Reviewing and assessing the adequacy of the nominating and corporate governance committee charter periodically and recommend any proposed changes to the board for approval; and
		•	Annually performing, or participating in, an evaluation of the performance of the committee, the results of which shall be presented to the board.
	After the expiration of Mr. Walsh's term, all of the members of the nominating and corporate governance committee will have been determined by the board of directors to be “independent” under NYSE rules. Mr. Felice will succeed Mr. Walsh as chairperson of the nominating and corporate governance committee.

Corporate Governance Guidelines

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

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Our Corporate Governance Guidelines address items such as:

•	Board size	•	Board compensation policy and stock ownership
•	Selection of new directors	•	Evaluation of board performance
•	Board membership criteria	•	Ongoing and continuing education
•	Director independence	•	Interaction with institutional investors, press, customers, etc.
•	Majority voting policy for uncontested director elections	•	Meetings of the board of directors
•	Designation of Board chairperson	•	Committees of the board of directors
•	Directors who change their present job responsibility	•	Leadership development
•	Board policy on director term limits	•	Succession planning

Identification and Evaluation of Nominees for Directors, Board Diversity

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

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

The nominating and corporate governance committee has also committed to including candidates with a diversity of age, gender, ethnicity/race and education in any pool of candidates from which board of director nominees are chosen. The board of directors also confirms that our policy of non-discrimination applies in the selection of directors.

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Summary of Director Skills, Competencies and Attributes

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

Brown

McFadden

Soucy

Dayhoff

Felice

Holleran

Silber

Walker

Bertrand

Brenneman

Ward

Total

Years on the Board

5.8

5.8

5.3

2.1

4.9

3.7

3.4

2.1

2.5

5.8

0.9

3.8*

Independent Director

✔

✔

✔

✔

✔

✔

6

Financially Literate

✔

✔

✔

3

Audit Committee Financial Expert

✔

✔

✔

3

Leadership Experience

✔

✔

✔

✔

✔

✔

6

Industry Experience

✔

✔

2

Supply Chain and Operations

✔

✔

✔

✔

✔

5

Risk Management

✔

✔

✔

✔

✔

5

Finance and Accounting

✔

✔

✔

✔

✔

✔

6

Strategic Planning

✔

✔

✔

✔

✔

✔

✔

✔

✔

9

International Business

✔

✔

✔

✔

✔

✔

✔

✔

8

Information Technology and Engineering

✔

✔

✔

✔

4

Public Company

✔

✔

✔

✔

✔

✔

✔

✔

✔

9

Sales, Marketing, and E-commerce

✔

✔

✔

✔

4

Environmental, Social and Governance

✔

✔

2

Total

3

4

7

5

12

9

10

9

2

6

5

*
Average tenure as a director

Compensation Committee Processes and Procedures

Our compensation committee is primarily responsible for establishing and overseeing our general compensation strategy. In addition, the compensation committee oversees our compensation and benefit plans and policies, administers our cash and equity-based plans and management incentive compensation plans and reviews and approves compensation decisions relating to our executive officers, including our Chief Executive Officer. The compensation committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers other than himself. Our Chief Executive Officer makes such recommendations regarding base salary, and short-term and long-term compensation, including equity incentives, for our executive officers based on our results, an executive officer’s individual contribution toward these results, the executive officer’s role and performance of his or her duties and his or her achievement of individual goals. Our compensation committee then reviews the recommendations and other data, including various compensation survey data and publicly-available data of our peers, and makes decisions as to the target total direct compensation for each executive officer, including our Chief Executive Officer, as well as each individual compensation element. While our Chief Executive Officer typically attends meetings of the compensation committee, the compensation committee meets outside the presence of our Chief Executive Officer when discussing his compensation and when discussing certain other matters, as well.

Under its charter, our compensation committee has the right to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers. For Fiscal Year 2022, our compensation committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultants. Pearl Meyer primarily assisted the compensation committee in its review of our executive compensation program and the determination of an appropriate peer group. The compensation committee consulted with Pearl Meyer regularly throughout the year, and one or more representatives of Pearl Meyer attended portions of our compensation committee meetings. The compensation committee considered the information presented by its independent compensation

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consultants, but all decisions regarding the compensation of our executive officers were made independently by the compensation committee. In Fiscal Year 2022, in compliance with SEC rules, the compensation committee assessed the independence of Pearl Meyer and concluded that no conflict of interest exists that would prevent Pearl Meyer from independently advising the compensation committee. Pearl Meyer did not provide any services to us in Fiscal Year 2022 other than the services provided directly to the compensation committee.

Compensation Committee Interlocks and Insider Participation

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

Code of Ethics for Senior Executive and Financial Officers and Business Conduct Policy

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

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

• Avoiding actual or apparent conflicts of interest;

• Provision of full, fair, accurate, timely and understandable disclosure;

• Compliance with applicable laws, rules and regulations; and

• Safeguarding of confidential Company information.

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

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

•	Accuracy of corporate documents, including financial records;	•	Compliance with antitrust laws;
		•	Compliance with US immigration laws;
•	Retention and destruction of records;	•	Compliance with child labor laws;
•	Nondiscrimination in employment and opportunity;	•	Compliance with export control laws;
•	Sexual and other workplace harassment;	•	Political contributions and other political activities;
•	Diversity and inclusion;	•	Charitable contributions;
•	Human rights and collective bargaining;	•	Copyright infringement and software piracy;
•	Health, safety and environment;	•	Compliance with government investigations;
•	Responsible marketing;	•	Conflicts of interest;
•	Fraudulent conduct;	•	Use of Company property and other outside activities; and
•	Compliance with privacy and security laws;
•	Fair dealing with the Company’s competitors, suppliers, employees and customers;	•	Handling of confidential and proprietary information.

Hedging and Pledging Policies, Derivatives Trading

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

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Stock Ownership Guidelines

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

Our guidelines for executive officers provide the following:

Category	Share Guideline (multiple of base salary)
Chief Executive Officer	5x
Chief Financial Officer	3x
President, North America	2x
Other Executive Officers	1x

Our independent directors are required to hold shares of our common stock with a value equal to five times the amount of the annual cash retainer, if any, paid to such director for service on the board (excluding any additional cash retainers paid to a director for service as a member of a board committee, as chairperson of the board or as chairperson of a committee).

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

For purposes of the stock ownership guidelines, we include direct ownership of shares (including by a member of his or her immediate family residing in the same household), shares held in trust for the benefit of the executive officer or director (or a member of his or her immediate family residing in the same household), shares held in our employee stock purchase plan, 401(k) or deferred compensation retirement plans, shares underlying vested incentive equity awards, and shares underlying unvested incentive equity awards (including, without limitation, in-the-money vested stock options and vested restricted stock unit awards that have not yet been settled), net of applicable tax withholding. Pledged shares and any unexercised and unvested equity awards (other than unvested RSUs) do not count towards satisfaction of the guidelines. Failure to comply with the stock ownership guidelines will (among other things, as may be determined by the compensation committee) require executive officers and outside directors to retain at least 50% of the shares, net of applicable tax withholding and the payment of any exercise or purchase price (if applicable) received upon the vesting or settlement of equity awards or the exercise of stock options, until the thresholds stated above are reached. The compensation committee is responsible for administering our stock ownership guidelines.

Related-Party Transaction Policy

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

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of that company, beneficial owner of less than 10% of that company’s equity securities or limited partner with a less than 10% interest; certain transactions where all stockholders receive proportional benefits; transactions involving competitive bids; certain regulated transactions; and certain banking-related transactions.

Role of the Board in Risk Oversight

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

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors keeps itself regularly informed regarding such risks through committee reports and otherwise. In particular, throughout Fiscal Year 2022 and currently, our board of directors regularly received and continues to receive updates from management on the impacts of the COVID-19 pandemic, uncertain macroeconomic environment, poor weather, and the war in Ukraine on our business, our employees and our suppliers and customers.

Role of the Board in ESG Oversight

The Company’s board of directors and its committees play an important role in overseeing our ESG programs and policies. The nominating and corporate governance committee is specifically assigned responsibility to oversee the Company’s ESG priorities, risks, and opportunities to guide related programming and procedures within its established charter. The nominating and corporate governance committee has additional responsibilities associated with the review of the Company’s corporate governance guidelines on an annual basis, or more frequently if appropriate, and recommends changes as necessary. The nominating and corporate governance committee charter specifically states that the committee will be committed to promoting diversity, including diversity of gender, race, ethnicity and age, and inclusion in its selection practices and shall consider all candidates for director on the basis of their skills, qualifications and experience.

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

26

compensation and equity-based grants, to provide for appropriate rewards and incentives for the Company’s management and employees, taking into account whether such rewards and incentives encourage undue or inappropriate risk taking by such personnel.

Communications with the Board of Directors

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

Non-Employee Director Compensation

Fiscal Year 2022 Director Compensation Table

The following table sets forth information regarding the compensation earned for service on our board of directors, during the year ended December 31, 2022 by the directors who were not also named executive officers. Mr. Holleran did not receive any additional compensation for his service on the board of directors during the year ended December 31, 2022. Mr. Holleran’s compensation for the year ended December 31, 2022 is set forth under “Executive Compensation—Summary Compensation Table.”

Name	Fees Earned for Fiscal Year 2022 or Paid in Cash ($)(4)	Stock Awards($)(5)	Option Awards ($)(6)	Total ($)
Ali Afraz(1)(2)	—	—	—	—
Christopher Bertrand(1)	—	—	—	—
Greg Brenneman(1)	—	—	—	—
Kevin Brown(1)	—	—	—	—
Diane Dayhoff	102,500	125,000	—	227,500
Stephen Felice	110,000	200,000	—	310,000
Mark McFadden(1)	—	—	—	—
Jason Peters(1)(2)	—	—	—	—
Lawrence Silber	102,500	125,000	—	227,500
Arthur Soucy	80,000	125,000	—	205,000
Lori Walker	117,500	125,000	—	242,500
Timothy Walsh(1)	—	—	—	—
Edward Ward(3)	49,333	125,000	—	174,333

(1)
Each of these directors is affiliated with one of our Sponsors and was designated to the board of directors by the respective Sponsor. These directors waived compensation in respect of their service as members of our board of directors.

(2)
Mr. Afraz and Mr. Peters ceased serving as directors on May 19, 2022.

(3)
Mr. Ward joined the board of directors on May 19, 2022.

(4)
Directors who served on the board of directors for a portion of the fiscal year received a prorated amount of the annual cash retainer and any additional cash retainer payable for committee service in Fiscal Year 2022.

(5)
Amounts reflect the full grant-date fair value of restricted stock unit awards granted during Fiscal Year 2022 computed in accordance with FASB ASC Topic 718, rather than the amounts paid to or realized by the named individual. On July 29, 2022, the directors received the following grants of restricted stock units: Ms. Dayhoff: 10,712 restricted stock units, Mr. Felice: 17,138 restricted stock units, Mr. Silber: 10,712 restricted stock units, Mr. Soucy: 10,712 restricted stock units, Ms. Walker: 10,712 restricted stock units and Mr. Ward: 10,712 restricted stock units. These restricted stock units will vest on May 18, 2023, subject to the director’s continued service on our board of directors.

For each non-employee director, the aggregate number of unvested stock awards outstanding as of the end of the fiscal year ending December 31, 2022 was Ms. Dayhoff: 10,712 restricted stock units, Mr. Felice: 17,138 restricted stock units, Mr. Silber: 10,712 restricted stock units, Mr. Soucy: 10,712 restricted stock units, Ms. Walker: 10,712 restricted stock units and Mr. Ward: 10,712 restricted stock units.

(6)
For each non-employee director, the aggregate number of option awards outstanding as of the end of the fiscal year ending December 31, 2022 was Mr. Felice: 126,750 option shares, Mr. Silber: 156,000 option shares and Mr. Soucy: 126,750 option shares. This consists of vested and unvested option awards issued prior to our IPO.

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Director Compensation Program

In connection with our IPO, our board of directors adopted a non-employee director compensation policy, which covers non-employee directors who are not affiliated with our Sponsors. The non-employee director compensation policy includes an annual cash retainer and an annual grant of restricted stock units. Under this policy, for Fiscal Year 2022, each covered non-employee director received an annual cash retainer for service to our board of directors and an additional annual cash retainer for service on any committee of our board of directors or for serving as the chairperson of our board of directors or any of its committees, in each case, prorated for partial years of service, as follows:

Name	Board or Committee Member	Board or Committee Chairperson
Annual cash retainer	$75,000	$100,000
Additional annual cash retainer for compensation committee	$5,000	$10,000
Additional annual cash retainer for nominating and corporate governance committee	$5,000	$10,000
Additional annual cash retainer for audit committee	$5,000	$20,000

In addition, non-employee directors who were members of any special committee in 2022 received a fee of $2,500 for each special committee meeting.

Prior to January 1st of any year, a covered non-employee director may elect to receive his or her annual cash retainer in the form of restricted stock units that vest on December 31st of that year (or such other date as determined by the board of directors or compensation committee), subject to continued service as a director through the vesting date.

In addition, in accordance with the non-employee director compensation policy, in Fiscal Year 2022, each covered non-employee director who was not affiliated with our Sponsors was granted restricted stock units having a grant date fair value, determined in accordance with FASB ASC Topic 718 (or any successor provision), of $125,000 (or $200,000 in the case of the chairperson of the board). Such restricted stock units will vest on the earlier of the first anniversary of the grant date and the date of the Annual Meeting, generally subject to the non-employee director’s continued service, through the applicable vesting date.

Each non-employee director is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board of Directors and any committee on which he or she serves.

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

Director and Officer Indemnification Agreements

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

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PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Our audit committee has appointed PwC as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2023. PwC has served as our independent registered public accounting firm since 1999.

At the Annual Meeting, our stockholders are being asked to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Stockholder ratification of the selection of PwC as our independent registered public accounting firm is not required by Delaware law, our certificate of incorporation or our bylaws. However, our audit committee is submitting the appointment of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of PwC and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if our audit committee believes that such a change would be in the best interests of our company and our stockholders, including the satisfactory agreement of audit fees. If our stockholders do not ratify the appointment of PwC, our board of directors may reconsider the appointment. Representatives of PwC are expected to be present (virtually) at the Annual Meeting, will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions from our stockholders.

Fees Paid to the Independent Registered Public Accounting Firm

The audit committee engaged PwC to perform an annual audit of the Company’s financial statements for the year ended December 31, 2022. The audit committee was responsible for determination and approval of audit fees primarily based on audit scope, with consideration of audit team skills and experiences.

Pursuant to SEC rules, the fees billed by PwC for each of the past two years are disclosed in the table below:

(in thousands)	FY 2022	FY 2021
Audit Fees	$3,193	$2,169
Audit Related Fees	41	67
Tax Fees	148	49
All Other Fees	6	6
Total Fees	$3,388	$2,291

Audit Fees

Consists of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K, review of our quarterly financial statements presented in our Quarterly Reports on Form 10-Q and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, such as registration statements.

Audit-related Fees

Consists of aggregate fees for accounting consultations and other services that were reasonably related to the performance of audits or reviews of our consolidated financial statements and were not reported above under “Audit Fees.” This category primarily includes fees related to the 401(k) plan audit.

Tax Fees

Consists of fees for professional services for tax advisory, compliance services, and consultations for customs recovery.

All Other Fees

Consists of fees for permitted products and services other than those that meet the criteria above.

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Auditor Independence

In Fiscal Year 2022, there were no other professional services provided by PwC, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PwC.

Pre-Approval Policies and Procedures

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”), regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our audit committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. All services provided by PwC in Fiscal Years 2022 and 2021 were pre-approved by our audit committee prior to any services being rendered.

Vote Required

The ratification of the appointment of PwC requires the affirmative vote of the holders of a majority of the voting power of the shares of our common stock entitled to vote on the proposal that are present in person or represented by proxy at the Annual Meeting and are voted for or against the proposal. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote against this proposal. Broker non-votes are not considered votes for or against this proposal and thus will have no effect on the outcome of the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

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REPORT OF THE AUDIT COMMITTEE

The primary purpose of the audit committee is to assist our board of directors in overseeing (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditors’ qualifications and independence, (4) the performance of the independent auditors and our internal audit function and (5) other matters as set forth in the audit committee’s charter. The audit committee is further responsible for the appointment and oversight of our independent auditor and is involved in the selection of the independent auditor’s lead audit partner.

The audit committee has reviewed and discussed the company’s audited financial statements for the year ended December 31, 2022 with management and PwC and, with and without management present, reviewed and discussed the results of PwC’s examination of the financial statements. The audit committee also discussed with management, PwC and our internal auditors, the quality and adequacy of our internal controls and the processes for assessing and monitoring risk. The audit committee reviewed with both PwC and our internal auditor their audit plans, audit scope and identification of audit risks.

The audit committee has discussed with PwC the matters required to be discussed by the PCAOB. The audit committee has also received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the audit committee concerning independence and has discussed PwC’s independence with PwC.

Based on the foregoing, the audit committee has recommended to our board of directors that such audited financial statements be included in our Form 10-K for the year ended December 31, 2022 as filed with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

Lori Walker (Chairperson)

Diane Dayhoff

Stephen Felice

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

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion and analysis details the Company’s philosophy and policies regarding executive compensation, the process that is used to set executive compensation within the Company, the elements of the executive compensation program, and the role of our compensation committee and the executive staff in setting executive compensation. In addition, this discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs as we build a program appropriate for our status as a public company while considering the current external environment. See the section titled “Cautionary Statement Regarding Forward-Looking Statements” of the 2022 Annual Report for a discussion of the risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those express or implied by such forward-looking statements.

In Fiscal Year 2022, our “named executive officers” and their positions were as follows:

• Kevin Holleran, President, Chief Executive Officer;

• Eifion Jones, Senior Vice President, Chief Financial Officer;

• Richard Roetken, President, North America;

• Susan Canning, Senior Vice President, Chief Legal Officer and Corporate Secretary;

• John Collins, Senior Vice President, Chief Supply Chain Officer; and

• Lesley Billow, Former Senior Vice President, Chief Human Resources Officer.

Each of the key elements of our executive compensation program is discussed in more detail below.

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

Compensation Philosophy and Objectives

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

Our compensation programs for our executives have historically been weighted towards rewarding both short- and long-term performance incentives through a mix of cash and equity compensation, providing our executives with an opportunity to share in the appreciation of our business over time.

Our executive compensation program was designed to weight fixed compensation less heavily for our senior executives, such that there is a positive correlation between an executive’s seniority, role and responsibilities and the proportion of his or her compensation that is “at-risk.” Pay-for-performance is an integral component of our compensation program, and “at-risk” elements of our executive’s compensation make up a significant portion of our annual and long-term incentives. During Fiscal Year 2022, in addition to the time-based stock option component of our equity awards program, the Company began utilizing performance-based stock units (“PSUs”). The vesting of the PSUs are tied to organic net revenue growth and adjusted EBITDA margin, each with a relative weighting of 50%, and are measured over a three-year performance period. The use of these metrics along with a three-year performance period further aligns the interests of our executives with the long-term interests of our stockholders.

The Company has continued to utilize short and long-term incentive compensation as a key component of our compensation philosophy, including through the administration of our 2021 Plan (as defined below). We intend to continue our emphasis on “at-risk” compensation based on the achievement of specific performance objectives in order to drive superior executive achievement and appropriately align the financial interests of our executive officers to our stockholders.

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In addition, for their performance in Fiscal Year 2022, the compensation committee awarded discretionary bonuses to Mr. Jones, Ms. Canning and Mr. Collins. As discussed in further detail below, the compensation committee determined that these individuals’ performance merited discretionary bonuses in recognition of their exemplary efforts during the year in a challenging economic and business environment. These discretionary bonuses for Fiscal Year 2022 were made to address specific circumstances in 2022; the compensation committee does not expect that discretionary bonuses will be a recurring component of executive compensation.

Key Compensation Practices

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

Compensation Element	Compensation Objective
Base Salary	Provides the level of market-based compensation to attract, retain and recognize talent in key roles required for the operation of the Company
Cash-Based Incentive Compensation	Provides short-term incentives directly linked to achievement of the Company’s financial and operational performance
Equity-Based Compensation	Aligns the long-term financial interests of named executive officers and stockholders

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

When designing our cash bonus program, we felt strongly that it should emphasize contributions towards Company financial and operational performance, where performance that failed to meet established goals would not be rewarded. We believe this underscored our commitment to maintain alignment between stockholders and our executives. In addition, we awarded discretionary bonuses in Fiscal Year 2022 to Mr. Jones, Ms. Canning and Mr. Collins in recognition of their exemplary performance during the year.

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

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

Below are highlights of what we do and what we do not do:

	What We Do		What We Do Not Do
✔	Emphasize performance-based, at risk compensation.	X	Do not grant uncapped cash incentives or guaranteed equity compensation.
✔	Emphasize the use of equity compensation to promote executive retention and reward long-term value creation.	X	Do not provide significant perquisites.
✔	Target total direct cash compensation at the market median and weight the overall pay mix towards incentive compensation for senior executives.	X	Do not reprice our stock option awards and our 2021 Plan expressly forbids exchanging underwater options for cash without stockholder approval.
✔	Engaged an independent compensation consultant to advise our compensation committee and management.	X	Do not provide tax gross-up payments with respect to any excise tax due under the federal tax code as a result of severance payments.

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Determination of Compensation/Compensation Practices

Our compensation committee administers the executive compensation program for our named executive officers, as well as other executives within the Company. Our compensation committee is responsible for reviewing and approving the compensation of our executives, approving and administering our cash and equity incentive plans, including setting vesting conditions for awards (including performance metrics) and determining the amounts of the awards granted to our executive officers, ensuring it is aligned with our executive compensation philosophy. Our compensation committee is also responsible for reviewing and providing recommendations to our board of directors regarding the compensation of our directors.

The compensation committee generally considers the Chief Executive Officer’s recommendations when making decisions regarding the compensation of the executive officers (other than the Chief Executive Officer). Pursuant to the compensation committee’s charter, the compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. The compensation committee has engaged Pearl Meyer, a compensation consulting firm, to assist in making decisions regarding the amount and types of compensation to provide our executive officers and non-employee directors. Pearl Meyer reports directly to the compensation committee. The compensation committee has considered adviser independence factors as they relate to Pearl Meyer and have determined that Pearl Meyer’s work does not raise a conflict of interest.

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

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

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

Peer Group Companies

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

In Fiscal Year 2022, our peer group review consisted of a multi-dimensional analysis in which we selected companies in similar industries (consisting of outdoor living-focused businesses, water-related businesses and heating, ventilation and air condition systems (HVAC) businesses), with comparable revenues and market capitalization and with which we compete for executive talent and business and investment capital.

The peer group approved by the compensation committee in Fiscal Year 2022 for use in benchmarking compensation was as follows (with SPX Technologies, Inc. and Zurn Elkay Water Solutions Corporation formerly being known as SPX Corporation and Rexnord Corporation, respectively):

Peer Group
A. O. Smith Corporation	Evoqua Water Technologies Corp.	Mueller Industries Inc.	Trex Company, Inc.
Aaon, Inc.	Generac Holdings Inc.	Mueller Water Products, Inc.	Watts Water Technologies, Inc.
The Azek Company Inc.	Johnson Outdoors Inc.	Pool Corporation	YETI Holdings, Inc.
Badger Meter, Inc.	Lennox International Inc.	SPX Technologies, Inc.	Zurn Elkay Water Solutions Corporation
CSW Industrials, Inc.	Leslie’s, Inc.	The Toro Company

We review and evaluate this list on an ongoing basis to verify that we are accurately benchmarking and compensating our employees. Accordingly, our peer group list is subject to change over time. In July 2022, the

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compensation committee approved the replacement of Johnson Outdoors Inc. with Latham Group, Inc. as an outdoor-living peer, the addition of SiteOne Landscape Supply, Inc. as an outdoor-living peer, and the addition of Pentair plc. as a water-related peer, increasing the total number of companies in our compensation peer group to 21 in an effort to maintain a peer group that features companies with similar revenues and market capitalization and with which we compete for business and talent.

Elements of the Company’s Executive Compensation Program

We design the principal components of our executive compensation program to fulfill one or more of the principles and objectives described above. For Fiscal Year 2022, the compensation of our named executive officers generally consisted of:

• Base salary;

• Annual performance-based cash bonus opportunities;

• Discretionary bonuses;

• Equity incentive compensation;

• Certain severance benefits;

• Participation in our 401(k) plan;

• Employer matches in non-qualified deferred compensation;

• Car lease payments and car expense reimbursements; and

• Health and welfare benefits.

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

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

Base Salaries

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

The following table sets forth the base salaries of our named executive officers at the end of Fiscal Year 2022. For information regarding the salary earned by our named executive officers in Fiscal Year 2022, see “Summary Compensation Table” below.

Named Executive Officer	Fiscal Year 2022 Base Salary
Kevin Holleran	$875,000
Eifion Jones	$497,000
Richard Roetken	$478,000
Susan Canning	$420,000
John Collins	$425,000
Lesley Billow	$407,000

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Bonus Compensation

Annual Incentive Plan

Pursuant to our go-forward compensation structure that aligned executive compensation to market and internal equity targets, the compensation committee approved the following target bonuses for our named executive officers, effective January 12, 2022:

• Kevin Holleran’s target bonus amount was 100%, expressed as a percentage of his annual salary.

• Eifion Jones’s target bonus amount was 75%, expressed as a percentage of his annual salary.

• Richard Roetken’s target bonus amount was 70%, expressed as a percentage of his annual salary.

• Susan Canning’s target bonus amount was 50%, expressed as a percentage of her annual salary.

• John Collins’s target bonus amount was 50%, expressed as a percentage of his annual salary.

• Lesley Billow’s target bonus amount was 50%, expressed as a percentage of her annual salary.

The amount of incentive awards paid under our annual incentive plan is based on performance relative to threshold, target and maximum performance levels set when the awards are made. When performance falls below the threshold, executives receive no payout. Payouts at a threshold level of performance are 40% of the target payout, payouts at a target level of performance are 100% of the target payout, and payouts at a maximum level of performance are at 200% of the target payout, with payouts for performance between these levels being interpolated. For Fiscal Year 2022, annual bonuses were based on previously determined factors that the compensation committee deemed appropriate, consisting of achievement of Company adjusted EBITDA and adjusted free cash flow targets. In calculating the bonus payouts, generally, performance relative to the adjusted EBITDA target was weighted as 80% of the total target performance and the adjusted free cash flow target was weighted as 20% of the total target performance.

The compensation committee selected these performance measures because they are the critical measures we use internally in managing our businesses and are measures of our profitability and the performance of our assets relative to our investment. The compensation committee believes that performance against these measures is a primary driver, over time, of the value of our company. The compensation committee believes that adjusted EBITDA (or, earnings before interest, income tax, depreciation and amortization expenses and selected items) and adjusted free cash flow (or, adjusted EBITDA before capital expenditures plus change in net working capital) are the most appropriate measures of the annual operating performance of our businesses. In selecting these performance measures, setting the performance goals and awarding the corresponding incentive opportunities, the compensation committee took into account management’s recommendations. Our adjusted EBITDA for Fiscal Year 2022 did not meet the threshold performance level for that performance measure. Adjusted EBITDA decreased by 13% to $367.6 million for the full fiscal year 2022 driven primarily by decreased net sales and lower operating leverage. Adjusted EBITDA margin decreased by 211 basis points to 28.0% for the full fiscal year 2022 compared to the prior fiscal year. In addition, our adjusted free cash flow for Fiscal Year 2022 did not meet the threshold performance level for that performance measure as a result of the same drivers as adjusted EBITDA. As a consequence, no bonuses were paid to our named executive officers under our annual incentive plan.

The following table presents the 2022 performance goals set for the annual incentive plan. The table shows goals for threshold, target and maximum performance levels, actual 2022 performance and the percentage of target payout achieved for each goal.

	Performance Levels			Actual Performance
(dollars in millions)	Threshold (40% of Target)	Target	Maximum (200% of Target)	Amount	% of Target Payout Achieved
Adjusted EBITDA(1)	$412.3	$485.0	$533.5	$367.6	0%
Adjusted free cash flow(1)	$350.2	$412.0	$453.2	$279.9	0%

(1)
Adjusted EBITDA is defined as earnings before interest (including amortization of debt costs), income taxes, depreciation, and amortization further adjusted for the impact of restructuring related income or expenses, stock-based compensation, currency exchange items, sponsor management fees and certain non-cash, nonrecurring or other items that are included in net income that the compensation committee does not consider indicative of the Company’s ongoing operating performance. Adjusted EBITDA is calculated in a manner consistent with adjusted EBITDA as presented by the Company in its quarterly and annual earnings

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announcements, with additional adjustments for certain items selected by the compensation committee that it believes do not reflect normal operating conditions. Adjusted free cash flow measures our ability to generate cash after accounting for capital expenditures and working capital movements. Adjusted free cash flow is determined by reducing the Company’s adjusted EBITDA by capital expenditures and adjusting for changes in working capital. The compensation committee believes adjusted EBITDA and adjusted free cash flow are the most appropriate measures of the annual operating performance of our business and that performance on these measures, over time, are primary drivers of company value. Adjusted EBITDA and adjusted free cash flow are not financial measures under generally accepted accounting principles (“GAAP”).

The target and actual cash bonus amounts for our named executive officers for Fiscal Year 2022 under our annual incentive plan are set forth below, which amounts include the discretionary bonus awards discussed above.

Named Executive Officer	Target Bonus	Actual Bonus
Kevin Holleran	$875,000	$0
Eifion Jones	$373,000	$0
Richard Roetken	$335,000	$0
Susan Canning	$210,000	$0
John Collins	$213,000	$0
Lesley Billow	$203,000	$0

Discretionary Bonuses

Each of Mr. Jones, Ms. Canning and Mr. Collins received discretionary bonuses in Fiscal Year 2022. The compensation committee awarded bonuses to these individuals for their exemplary efforts during the year in a challenging economic and business environment, and, in the case of Ms. Canning, as compensation for taking on an expanded role within the company as the leader of the Company’s human resources function. These discretionary bonuses for Fiscal Year 2022 were made to address specific circumstances in 2022; the compensation committee does not expect that discretionary bonuses will be a recurring component of executive compensation.

The following named executive officers received discretionary bonuses in Fiscal Year 2022 in the amounts set forth below:

Named Executive Officer	Discretionary Bonus
Eifion Jones	$150,000
Susan Canning	$130,000
John Collins	$170,000

2023 Bonus Opportunities

For 2023, the compensation committee approved financial and operational targets deemed appropriate, including achievement of Company adjusted EBITDA and adjusted free cash flow targets. In addition, the compensation committee included an ESG-related target component to the annual incentive plan. Defined as water and energy stewardship, it is a performance measure based on a achieving a target level year-over-year reduction of (1) gallons of water consumed per hours worked and (2) kilowatts of energy used per hours worked at the Company's three most water- and energy-intensive facilities. The compensation committee weighted the targets as follows: adjusted EBITDA: 70%, adjusted free cash flow: 20% and water and energy stewardship: 10%. The targets require a minimum achievement of 90% target performance prior to any payment being made. Threshold performance would fund the 2023 bonus at 40% of target payout, and performance below threshold would result in no payout. The maximum payment under the plan is 200% of an individual executive’s target bonus amount, which requires a performance level of 115% of target.

Equity Compensation

Awards Granted in 2022

A significant portion of each named executive officer’s compensation is in the form of equity compensation to create a strong alignment with the interests of stockholders. If the Company’s stock price declines, so does the value of the named executive officers’ compensation, and vice versa. When setting targeted in-service compensation for each of our executive officers, the compensation committee considers individual performance,

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experience and tenure. In evaluating the reasonableness and competitiveness of targeted in-service compensation, the compensation committee reviews compensation data for a peer group prepared by its independent executive compensation consultant. Certain members of our senior management team help prepare for and attend meetings where executive compensation, company performance targets, and competitive compensation levels and practices are discussed and evaluated. However, only the compensation committee members are allowed to vote on decisions regarding executive compensation. The compensation committee also receives recommendations from our CEO regarding the compensation of our other officers, including the other named executive officers. Our CEO does not participate in the deliberations of the compensation committee and our board regarding his own compensation.

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

In Fiscal Year 2022, the compensation committee awarded time-based stock options and PSUs, which vest based on achievement of specified performance measures over a three-year performance period. The value of the awards were generally allocated 80% to time-based stock options and 20% to PSUs. To determine the target number of stock options and PSUs, the compensation committee divided the applicable dollar amount by the closing price of our common stock on the date of the award for the PSUs and by the Black-Scholes accounting value for the stock options. In addition, in connection with the commencement of his employment, Mr. Collins was awarded restricted stock units. The following describes each type of award:

Time-Based Stock Options

Stock options granted to officers in Fiscal Year 2022 generally vest, subject to continued employment, in equal annual installments over a three-year period. Accordingly, such awards serve as a retention incentive, as unvested awards are forfeited if the executive voluntarily leaves the Company. The compensation committee has the ability to vary the vesting schedule for new grants.

In Fiscal Year 2022, our named executive officers received options to purchase common stock under the 2021 Plan with the grant values reflected below.

Name	Grant Date	Target Value of Stock Options ($)(1)	Stock Options (#)(1)
Kevin Holleran	March 3, 2022	2,800,000	508,167
Eifion Jones	March 3, 2022	743,300	134,908
Richard Roetken	March 3, 2022	510,700	92,690
Susan Canning	March 3, 2022	423,000	76,770
John Collins	July 29, 2022(2)	341,900	62,044
Lesley Billow(3)	March 3, 2022	312,000	56,625

(1)
These options vested as to one-third of the initial underlying shares of common stock on March 3, 2023, and generally vest as to the remaining two-thirds of the initial underlying shares of common stock in two equal installments, on each of March 3, 2024 and March 3, 2025, generally subject to the individual’s continued employment with us through the applicable vesting date. The options granted on March 3, 2022 have a per share exercise price equal to $17.10 per share, while the options granted on July 29, 2022 have a per share exercise price equal to $11.67.

(2)
Mr. Collins was hired on May 16, 2022.

(3)
Because Ms. Billow's separation of employment with the Company occurred prior to this option award vesting, it was forfeited for no consideration.

Performance-Based Stock Units

PSU awards have a three-year performance period, with vesting based on the achievement of specified performance metrics. Fiscal Year 2022 was the first year in which the compensation committee awarded PSUs.

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The compensation committee selected organic net revenue growth and adjusted EBITDA margin, weighted equally, as the performance measures. Organic net sales is calculated by the consolidated net sales less the net sales of any businesses acquired during the performance period. Adjusted EBITDA is calculated as described above under “—Annual Incentive Plan.” These financial measures can be impacted by a variety of non-recurring or extraordinary items (e.g., business restructuring) and actual results may be adjusted for these items if not contemplated in the target setting process. Adjustments to the annual bonus financial results, if any, are reviewed and approved by the compensation committee.

The threshold, target and maximum levels with respect to these performance measures are not presented as such information is confidential and competitively sensitive. In setting these levels, the compensation committee considered achievement of the target level to be in line with its expectations for the Company's performance for such period.

The following table summarizes the number of shares that would be issued at the threshold, target and maximum levels for the Fiscal Year 2022 PSU grants made to the named executive officers.

	Fiscal Year 2022 PSU Grants
NEO	Threshold (#)	Target (#)	Maximum (#)
Kevin Holleran	16,374	40,936	81,872
Eifion Jones	4,347	10,868	21,736
Richard Roetken	2,987	7,468	14,936
Susan Canning	1,872	4,680	9,360
John Collins	2,185	5,463	10,926
Lesley Billow(1)	1,825	4,562	9,124

(1)
Because Ms. Billow's separation of employment with the Company occurred prior to the vesting of this award, the award was forfeited for no consideration.

Restricted Stock Units

In addition to awards of options and PSUs, in connection with the commencement of his employment Mr. Collins was also awarded 9,426 restricted stock units. The restricted stock units vest ratably in three equal annual installments subject to his continued employment. The award of restricted stock units to Mr. Collins was as contemplated under the terms of his initial compensation arrangement.

Equity Program Changes for 2023

Equity components. In addition to awarding stock options and PSUs, the compensation committee authorized the award of restricted stock units for the named executive officers as part of the equity program in 2023. These restricted stock units generally vest in three annual installments. The mix of equity components for 2023 awards for the named executive officers is as follows 40% stock options, 40% restricted stock units and 20% PSUs. The compensation committee believes that the addition of restricted stock units will further align our executives interests with those of our stockholders, as well as encourage increased retention incentives.

Timing of stock option awards. In Fiscal Year 2022, the compensation committee authorized the award of the stock options at its meeting in March 2022, which occurred two trading days after the Company’s public announcement of its Fiscal Year 2021 financial results, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that day. In 2023, the compensation committee authorized the grant of stock options at its meeting in February 2023, but deferred the grant of the stock options until the second trading day after the filing with the SEC of the Company’s Fiscal Year 2022 financial results, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that second trading day.

Changes in Peer Group. As discussed above, the compensation committee approved the replacement of Johnson Outdoors Inc. with Latham Group, Inc. as an outdoor-living peer, the addition of SiteOne Landscape Supply, Inc. as an outdoor-living peer, and the addition of Pentair plc. as a water-related peer, increasing the total number of companies in our compensation peer group to 21 in an effort to maintain a peer group that features companies of similar size and with which we compete for business and talent.

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Other Elements of Compensation

Retirement Plans

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

In addition, we maintain the Hayward Industries, Inc. Supplementary Retirement Plan, a nonqualified deferred compensation plan in which participants, including our named executive officers, receive employer contributions up to a 9% match of cash compensation deferred under the plan. Participation is currently limited to the members of our senior leadership team, which consists of our Chief Executive Officer and his direct reports. The investment options mirror the same investment options as provided for in the 401(k) plan.

Employee Benefits and Perquisites

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

• health, vision, and dental insurance;

• short-term and long-term disability insurance; and

• life and accidental death & dismemberment insurance.

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

Employment and Severance Arrangements

As of December 31, 2022, we were party to employment agreements or offer letters with our named executive officers. A detailed description of the applicable severance provisions contained in our named executive officer’s employment agreements for Fiscal Year 2022 is described in “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Executive Compensation Arrangements,” below.

Additional Compensation Components

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

Tax and Accounting Considerations

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

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

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Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and Hayward’s Form 10-K for the year ended December 31, 2022.

Lawrence H. Silber (Chairperson)

Mark McFadden

Kevin Brown

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

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Summary Compensation Table

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

Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)(5)	Total ($)
Kevin Holleran President, Chief Executive Officer	2022	875,000	—	700,006	2,800,000	—	875,951	369,752	5,620,709
	2021	775,000	—	—	3,100,000	1,550,000	742,482	259,907	6,427,389
	2020	710,000	—	—	—	1,233,270	305,963	129,645	2,072,915
Eifion Jones Senior Vice President, Chief Financial Officer	2022	493,452	150,000	185,843	743,300	—	111,208	109,795	1,793,598
	2021	464,000	—	—	877,500	715,000	144,712	413,796	2,615,009
	2020	311,538	—	—	1,044,195	455,000	40,064	43,036	1,853,769
Richard Roetken President, North America	2022	474,192	—	127,703	510,700	—	77,564	183,008	1,373,167
	2021	456,000	—	—	1,325,530	638,000	253,394	344,836	3,017,760
	2020	444,000	—	—	—	550,000	106,897	79,582	1,073,582
Susan Canning Senior Vice President, Chief Legal Officer and Corporate Secretary	2022	416,539	130,000	80,028	423,000	—	104,557	91,467	1,245,590
John Collins Senior Vice President, Chief Supply Chain Officer	2022	261,538	232,500	173,753	255,000	—	41,263	167,148	1,131,203
Lesley Billow(6) Former Senior Vice President, Chief Human Resources Officer	2022	193,253	—	78,010	312,000	—	83,273	529,575	1,196,111

(1)
The amounts shown for Messrs. Holleran, Jones, Roetken, Collins and Mses. Canning and Billow include contributions made by them to the Hayward Industries, Inc. Retirement Plan, described under “—Other Elements of Compensation—Retirement Plans.”

(2)
The amounts shown in this column represents the aggregate grant date fair value of restricted stock awards and PSUs at the target level of performance, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The only assumption we used in determining the amounts for the restricted stock awards and PSUs was the grant date share price, which was the closing price of our common stock on the grant date. The restricted stock units granted in 2022 are scheduled to vest in equal annual increments on the first, second and third anniversaries of the date of grant subject to the executive’s continued employment, while the PSUs vest subject to performance results after the completion of a three-year performance period. Assuming maximum payouts under the PSUs, which are 200% of the target levels, the amounts reported above for the restricted stock unit awards and PSUs for 2022 would be as follows: Mr. Holleran, $1,400,012; Mr. Jones, $371,686; Mr. Roetken, $255,406; Ms. Canning, $160,056; Mr. Collins, $127,506; and Ms. Billow: $156,020. The reported amounts for any award do not reflect any adjustments for restrictions on transferability.

(3)
The amounts shown in this column represents the grant date fair value of options to purchase our common stock, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used to value the options for this purpose are set forth in Note 17 to our consolidated financial statements included in our Form 10-K for the year ended December 31, 2022. With respect to the Fiscal Year 2020 grant to Mr. Jones, no amount is included in this column with respect to the portion of such option that is subject to performance-based vesting conditions because the achievement of such conditions was not deemed probable at the time of grant. Assuming satisfaction of the underlying performance conditions associated with this portion of the option, the grant date fair value of such portion of the option is $812,100.

(4)
The amounts shown in this column are annual bonus amounts payable in respect of each fiscal year reported. Our annual bonus program is described above under “—Bonus Compensation.”

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(5)
The amounts shown in the “All Other Compensation” column reflect the following items, as applicable to each named executive officer for the Fiscal Year 2022:

Name	401(k) Plan ($)(a)	Company cars ($)(b)	Supplemental medical plan ($)(c)	Nonqualified deferred compensation plan ($)(d)	Relocation Benefits ($)(e)	Life Insurance	Other(f)	Total ($)
Kevin Holleran	18,300	16,105	15,456	236,349	81,472	2,070	—	369,752
Eifion Jones	17,850	112	15,456	72,507	—	3,870	—	109,795
Richard Roetken	18,300	18,653	15,456	100,097	26,632	3,870	—	183,008
Susan Canning	15,450	—	15,456	55,869	2,621	2,070	—	91,466
John Collins	7,846	—	8,918	20,596	128,943	846	—	167,149
Lesley Billow	17,850	5,153	7,728	55,040	58,030	2,084	383,690	529,575

(a)
The amounts shown reflect Company matching contributions to the Hayward Industries, Inc. Retirement Plan, described under “—Other Elements of Compensation—Retirement Plans.” For Messrs. Holleran and Roetken this reflects $9,150 in employer matching contribution to their 401(k) plans and an additional $9,150 safe harbor contribution to their 401(k) plans. For Mr. Jones this reflects $8,700 in employer matching contributions to his 401(k) plan and an additional $9,150 safe harbor contribution to his 401(k) plan. For Ms. Canning this reflects $9,150 in employer matching contributions to her 401(k) plan and an additional $6,300 safe harbor contribution to her 401(k) plan. For Mr. Collins this reflects $7,846 in employer matching contributions to his 401(k) plan. For Ms. Billow this reflects $8,700 in employer matching contributions to her 401(k) plan and an additional $9,150 safe harbor contribution to her 401(k) plan.

(b)
The amounts shown reflect car lease payments and car expense reimbursements we provide to each of the named executive officers.

(c)
The amounts shown reflect premiums for a supplemental executive medical plan that we make available to certain of our senior employees, including our named executive officers.

(d)
The amounts shown reflect Company matching contributions to the Hayward Industries, Inc. Supplementary Retirement Plan, described under “—Other Elements of Compensation—Retirement Plans.”

(e)
The amounts shown reflect relocation expenses paid pursuant to an agreement with such named executive officer as a result of the relocation of the Company’s headquarters. The amounts include gross-up payments for income taxes related to the relocation expense payments as follows: Mr. Holleran, $81,472.31 and Mr. Roetken, $26,631.85. The Company’s obligation to reimburse certain relocation expenses payable to Mr. Holleran pursuant to his employment agreement, expire on the earlier of September 30, 2023 and the date on which he relocates his primary residence to the Company’s principal executive offices. The Company’s obligation to reimburse certain relocation expenses payable to Mr. Roetken expired April 15, 2022.

(f)
Pursuant to the terms of Ms. Billow's employment agreement, Ms. Billow received the following payments in 2022 in connection with her departure from the Company: an amount equal to the sum of her base salary and target bonus, payable in equal monthly installments following the date of separation of employment ($325,535), an amount equal to the Company's contribution to her group health and welfare benefits and retirement benefits for 12 months following the date of separation of employment ($29,857), accrued and unpaid vacation ($28,298) and certain other perquisites she would otherwise have been eligible to receive in the 12 months following the date of separation of employment, such as welfare benefits and retirement plan contributions for that period.

(6)
Ms. Billow’s separation of employment with the Company occurred on June 17, 2022.

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Grants of Plan-Based Awards Table - Fiscal Year 2022

The following table provides supplemental information relating to grants of plan-based awards made during Fiscal Year 2022 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards that the Company granted to the named executive officers during Fiscal Year 2022.

Name	Grant Date (1)	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)			Estimated Future Payouts Under Equity Incentive Plans(3)			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(4)
		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Kevin Holleran President, Chief Executive Officer		350,000	875,000	1,750,000	—	—	—	—	—	—	—
	3/3/2022	—	—	—	—	—	—	—	508,167	17.1	2,800,000
	3/3/2022	—	—	—	20,468	40,936	81,872	—	—	—	700,006
Eifion Jones Senior Vice President, Chief Financial Officer		149,200	373,000	746,000	—	—	—	—	—	—	—
	3/3/2022	—	—	—	—	—	—	—	134,908	17.1	743,300
	3/3/2022	—	—	—	5,434	10,868	21,736	—	—	—	185,843
Richard Roetken President, North America		134,000	335,000	670,000	—	—	—	—	—	—	—
	3/3/2022	—	—	—	—	—	—	—	92,690	17.1	510,700
	3/3/2022	—	—	—	3,734	7,468	14,936	—	—	—	127,703
Susan Canning Senior Vice President, Chief Legal Officer and Corporate Secretary		84,000	210,000	420,000	—	—	—	—	—	—	—
	3/3/2022	—	—	—	—	—	—	—	76,770	17.1	423,000
	3/3/2022				2,340	4,680	9,360	—	—	—	80,028
John Collins Senior Vice President, Chief Global Supply Chain Officer		85,200	213,000	426,000	—	—	—	—	—	—	—
	7/29/2022	—	—	—	—	—	—	—	62,044	11.67	255,000
	7/29/2022	—	—	—	2,732	5,463	10,926	—	—	—	63,753
	7/29/2022	—	—	—	—	—	—	9,426	—	—	110,000
Lesley Billow Former Senior Vice President, Chief Human Resources Officer		81,400	203,500	407,000	—	—	—	—	—	—	—
	3/3/2022	—	—	—	—	—	—	—	56,625	17.1	312,000
	3/3/2022	—	—	—	2,281	4,562	9,124	—	—	—	78,010

(1)
These grants were issued under the 2021 Plan.

(2)
Target and maximum non-equity incentive opportunities calculated as a percentage of actual base salary earned during the performance year.

(3)
Reflects PSU awards granted in Fiscal Year 2022. Refer to “—Compensation Discussion and Analysis—Equity Compensation—Performance Based Stock Units” for further details on these awards.

(4)
Amounts reflect the full grant-date fair value of performance based stock unit awards, restricted stock unit awards, and options granted during Fiscal Year 2022 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all performance based stock units awards, restricted stock unit awards, and option awards made to executive officers in Note 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

The material terms of the employment agreements with each of our named executive officers, as in effect in Fiscal Year 2022, are described below. Each of our named executive officers’ employment is “at will” and may be terminated at any time.

Executive Compensation Arrangements

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

Mr. Holleran. The Company entered into an amended and restated employment agreement with Mr. Holleran on March 2, 2021. Mr. Holleran’s employment agreement provides that, for so long as Mr. Holleran serves as our Chief Executive Officer, the Company will nominate him to serve as a member of the board of directors, and, if so elected, he will continue to serve as a member of the board of directors. Under Mr. Holleran’s employment agreement he is also entitled to certain personal benefits, including a car and reimbursement of related operating expenses through the expiration of the current car lease, and payment or reimbursement for dues for a specified organization and costs incurred in attending the organization’s meetings. In addition, Mr. Holleran’s employment agreement provides for relocation benefits of reasonable temporary housing, reimbursement for travel to and from Mr. Holleran’s home to the Company’s principal executive offices, relocation costs up to $200,000, and a gross-up for taxes incurred in respect of the relocation benefits, until the earlier of September 30, 2023 and the date Mr. Holleran relocates his primary residence to our principal executive offices.

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

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

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

Ms. Canning. The Company entered into an employment agreement with Ms. Canning on May 12, 2021. Under Ms. Canning’s employment agreement, she is entitled to certain personal benefits generally provided to other senior executives (other than the chief executive officer). Under her employment agreement, Ms. Canning

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has agreed not to compete with us during her employment and for one year following her termination of employment or solicit our officers, employees, customers or vendors during her employment and for two years following her termination of employment. In addition, Ms. Canning has agreed to a perpetual confidentiality covenant, an assignment of intellectual property covenant and a mutual non-disparagement covenant.

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

Ms. Billow. The Company entered into an amended and restated employment agreement with Ms. Billow on March 2, 2021. Under Ms. Billow’s employment agreement, she was entitled to certain personal benefits generally provided to other senior executives (other than the chief executive officer). Under her employment agreement, Ms. Billow has agreed not to compete with us for one year following her termination of employment or solicit our officers, employees, customers or vendors for two years following her termination of employment. In addition, Ms. Billow has agreed to a perpetual confidentiality covenant, an assignment of intellectual property covenant and a mutual non-disparagement covenant.

Each of these agreements provides for certain severance benefits to be paid upon qualifying terminations of employment that are described below in “—Executive Severance Arrangements.”

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Outstanding Equity Awards at Fiscal Year-End Table

The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2022. Each of these awards was granted under the 2021 Plan unless otherwise noted. With respect to Ms. Billow, pursuant to the terms of her equity award agreements, her unvested stock options and equity awards were forfeited as of the date of her separation of employment. As of December 31, 2022, Ms. Billow had no outstanding unexercised stock options or unvested equity awards.

		Option Awards				Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(2)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(1)
Kevin Holleran, President, Chief Executive Officer	12/24/2019(3)	2,920,000	780,000	1.40	12/4/2029	—	—	—	—
	3/11/2021(4)	202,411	404,824	17.00	3/11/2031	—	—	—	—
	3/3/2022(8)	—	508,167	17.10	3/3/2032	—	—	—	—
	3/3/2022(9)	—	—	—	—	—	—	40,936	384,798
Eifion Jones, Senior Vice President, Chief Financial Officer	4/20/2020(5)	797,375	468,000	1.40	4/20/2030	—	—	—	—
	3/11/2021(4)	57,295	114,592	17.00	3/11/2031	—	—	—	—
	3/3/2022(8)	—	134,908	17.10	3/3/2032	—	—	—	—
	3/3/2022(9)	—	—	—	—	—	—	10,868	102,159
Rick Roetken, President, North America	8/27/2018(6)	459,750	117,000	0.50	8/27/2028	—	—	—	—
	1/12/2021(7)	136,500	58,500	3.61	1/12/2031	—	—	—	—
	3/11/2021(4)	40,586	81,174	17.00	3/11/2031	—	—	—	—
	3/3/2022(8)	—	92,690	17.10	3/3/2032	—	—	—	—
	3/3/2022(9)	—	—	—	—	—	—	7,468	70,199
Susan Canning, Senior Vice President, Chief Legal Counsel and Corporate Secretary	8/4/2021(10)	9,107	18,216	23.29	8/4/2031	—	—	—	—
	8/4/2021(11)	—	—	—	—	1,432	13,461	—	—
	3/3/2022(8)	9,107	94,986	17.10	3/3/2032	—	—	—	—
	3/3/2022(9)	—	—	—	—	—	—	4,680	43,992
John Collins, Senior Vice President, Chief Supply Chain Officer	7/29/2022(12)	—	62,044	11.67	7/29/2032	—	—	—	—
	7/29/2022(9)	—	—	—	—	—	—	5,463	51,352
	7/29/2022(13)	—	—	—	—	9,426	88,604	—	—

(1)
Market values reflect the closing price of our common stock quoted on the NYSE on December 30, 2022 (the last trading day of 2022), which was $9.40.

(2)
Represents awards of PSUs at the target level of performance.

(3)
This unvested portion of this option vests in two equal installments, on each of August 12, 2023 and August 12, 2024, subject generally to his continued employment with the Company. This option was issued under the 2017 Plan.

(4)
The unvested portion of this option vests in two equal installments, on each of March 11, 2023, and March 11, 2024, subject generally to the executive’s continued employment with the Company.

(5)
The unvested portion of this option vests in three equal installments, on each of April 20, 2023, April 20, 2024, and April 20, 2025, subject generally to his continued employment with the Company. This option was issued under the 2017 Plan.

(6)
The unvested portion of this option vests on August 27, 2023, subject generally to his continued employment with the Company. This option was issued under the 2017 Plan.

(7)
The unvested portion of this option vests in three equal installments, on each of August 28, 2023, August 28, 2024, and August 28, 2025, subject generally to his continued employment with the Company. This option was issued under the 2017 Plan.

(8)
This option vests in three equal installments, on each of March 3, 2023, March 3, 2024 and March 3, 2025, subject generally to the executive’s continued employment with the Company.

(9)
Represents awards of PSUs (at target) that include a three-year performance period.

(10)
The unvested portion of this option vests in three equal installments, on each of August 4, 2022, August 4, 2023, and August 4, 2024, subject generally to his continued employment with the Company. This option was issued under the 2021 Plan.

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(11)
These restricted stock units vest in three equal installments, on each of August 4, 2022, August 4, 2023 and August 4, 2024, subject generally to continued employment. These restricted stock units were issued under the 2021 Plan.

(12)
The unvested portion of this option vests in three equal installments, on each of July 29, 2023, July 29, 2024, and July 29, 2025, subject generally to his continued employment with the Company. This option was issued under the 2021 Plan.

(13)
These restricted stock units vest in three equal installments, on each of July 29, 2023, July 29, 2024 and July 29, 2025, subject generally to continued employment. These restricted stock units were issues under the 2021 Plan.

Option Exercises and Stock Vested Table - Fiscal Year 2022

The following table shows for Fiscal Year 2022 the number of shares acquired upon exercise of option awards and the vesting of stock awards and the value realized upon such exercise and vesting.

	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)(2)	Value Realized on Vesting ($)(3)
Kevin Holleran	—	—	—	—
Eifion Jones	280,000	3,504,802	—	—
Richard Roetken	66,000	1,630,692	—	—
Susan Canning	—	—	715	8,373
John Collins	—	—	—	—
Lesley Billow	316,643	3,602,899	—	—

(1)
Value realized on exercise is computed by multiplying the number of shares of stock options exercised by the price difference between the exercise price and the closing market price of the Company’s common stock on the applicable exercise date. Mr. Jones retained the net shares, after the surrender of shares for applicable tax withholding from his stock option exercise.

(2)
Represents the gross number of shares acquired on vesting of restricted stock units, without taking into account any shares withheld to satisfy applicable tax obligations.

(3)
Value realized on vesting is computed by multiplying the number of shares of restricted stock units, vested by the closing market price of the Company’s common stock on the applicable vesting date (or the last business day immediately prior thereto if the vesting date is not a trading day on the NYSE)

Employee Deferred Compensation

The Company maintains the Hayward Industries, Inc. Supplementary Retirement Plan, a nonqualified deferred compensation plan in which participants, including our named executive officers, receive employer contributions up to a 9% match of cash compensation deferred under the plan.

Name	Executive Contributions in Last FY(1) ($)	Registrant Contributions in Last FY(2) ($)	Aggregate Earnings in Last FY (3) ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE(4) ($)
Kevin Holleran	1,006,415	236,349	(366,813)	—	1,972,457
Eifion Jones	72,507	72,507	(33,806)	—	295,984
Richard Roetken	100,097	100,097	(122,631)	—	519,605
Susan Canning	55,869	55,869	(7,182)	—	104,557
John Collins	20,596	20,596	71	—	41,263
Lesley Billow	55,040	55,040	(26,806)	—	182,984

(1)
Named executive officer contributions include employee elective deferrals of base salary or annual bonus. Accordingly, all amounts in this column are included in the Summary Compensation Table in one or more of the following columns for Fiscal Year 2022: “Salary” or “Non-Equity Incentive Plan Compensation.”

(2)
These amounts for Fiscal Year 2022 appear in the “All Other Compensation” column of the Summary Compensation Table.

(3)
Represents interest accrued, gain on Company stock and reinvested dividends included in each named executive officer’s deferred compensation account.

(4)
The aggregate balance as of December 31, 2022 represents the balance in each named executive officer’s participant account.

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Summary of Potential Payments and Benefits-Termination Events

Overview

This section describes the benefits payable to our named executive officers in two circumstances:

• Termination of Employment

• Change in Control

Executive Severance Arrangements

Employment Agreements. Each of the named executive officers is entitled to severance payments and benefits in connection with certain qualifying terminations of employment under their respective employment agreements. If any of the named executive officer’ employment is terminated by us without cause or by him or her for good reason (as such terms are defined in the respective employment agreements), he or she will be entitled to receive (i) any earned, but unpaid, base salary and any earned and payable, but unpaid, annual bonus; (ii) a pro-rata portion of his or her annual bonus for the year in which his or her termination occurs, to the extent earned; (iii) an amount equal to the sum of his or her annual base salary and target bonus paid in 12 monthly equal installments (two times the sum of his annual base salary and target bonus paid in twenty-four monthly equal installments in the case of Mr. Holleran); (iv) either a payment equal to the cost of any personal benefits, welfare benefits and retirement plan contributions he or she would have been eligible to receive in the 12 months following the date of termination or the provision, for 12 months following the date of termination, of such benefits (the “Welfare Benefits”); (v) payment of a portion of his or her COBRA premiums for 12 months following his or her termination (or, if earlier, until the date on which the executive receives equivalent health care benefit coverage under a subsequent employer’s plans) at the rate we pay for active employees for the executive and his or her dependents, subject to his eligibility for, and timely election of, COBRA coverage and his continued payment of the portion of the cost required to be paid by him or her (the “COBRA Benefit”), and (vi) outplacement counseling services for six months following termination. If any of the named executive officers’ employment is terminated as a result of his or her death, his or her estate or other legal representative will be entitled to receive (i) any earned, but unpaid, base salary and any earned and payable, but unpaid, annual bonus and (ii) a pro-rata portion of his or her annual bonus for the year in which his or her termination occurs, to the extent earned. If any of the named executive officers' employment is terminated as a result of his or her disability, he or she will be entitled to receive (i) any earned, but unpaid, base salary and any earned and payable, but unpaid, annual bonus; (ii) a pro-rata portion of his or her annual bonus for the year in which his or her termination occurs, to the extent earned; (iii) the Welfare Benefits and (iv) the COBRA Benefit. Our obligation to provide the named executive officers with severance payments and other benefits under his or her respective employment agreement, other than any earned and payable, but unpaid, annual bonus or severance benefits as a result of his death, is conditioned on his or her signing a release of claims in favor of us.

None of our named executive officers are entitled to receive a tax gross-up payable with respect to any excise tax due under the federal tax code as a result of the payments of severance benefits described above. The employment agreements of the named executive officers include provisions to scale back payments under the agreement in the event that the payments otherwise would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code and such reduction would result in the executive retaining a larger amount on an after-tax basis.

Equity Awards. Each of the named executive officers have received equity awards subject to varying provisions with respect to vesting in the event of termination, death, disability or a change of control. The terms “cause,” “good reason” and “change of control” referred to below are defined in the respective named executive officer’s equity award agreement or the relevant equity plan.

With respect to Mr. Holleran’s unvested time-vesting options with respect to shares of our common stock issued pursuant to the 2017 Plan, in the event of a change of control, such options will vest in full as of the date of the change of control, subject to continued employment with us. If Mr. Holleran’s employment is terminated as a result of his death or disability, in addition to the severance benefits described above, his then-unvested time-vesting options that would have vested within the following year will immediately vest. If Mr. Holleran’s

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employment is terminated by us without cause or by him for good reason, in either case within 12 months following a transaction that is not a change of control and certain investors cease to own certain investor shares following the transaction, in addition to the severance benefits described above, Mr. Holleran’s then-unvested time-vesting options will vest in full.

With respect to each of the named executive officers’ unvested time-vesting options issued pursuant to the 2021 Plan, in the event of a change of control, if the surviving entity assumes the options and his employment is terminated without cause or by him for good reason within an 18-month period following the change of control, any such unvested options will vest in full as of immediately prior to the change of control. If any named executive officer’s employment is terminated for any reason, any unvested options will be immediately forfeited, unless the Company and such named executive officer agree otherwise.

For the named executive officers other than Mr. Holleran, unvested time-vesting options with respect to shares of our common stock issued pursuant to the 2017 Plan provide that, in the event of a change of control, such options will vest in full as of the date of the change of control, subject to continued employment with us. If such named executive officer’s employment is terminated as a result of his death or disability, in addition to the severance benefits described above, his then-unvested time-vesting options that would have vested within the following year will immediately vest.

Summary of Potential Payments Upon Termination or Change in Control

The following table provides information regarding certain potential payments that would have been made to the current named executive officers employed at December 31, 2022 if the triggering event occurred on December 31, 2022, the last day of the fiscal year, based on the actual value per share of our common stock of $9.40 on December 30, 2022, the last trading day of 2022, where applicable. If a triggering event were to occur, the amounts actually received will vary based on factors such as the timing of such triggering event and the value per share of our common stock at such time. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the named executive officer during his or her employment that are available to all salaried employees, such as accrued vacation, and assume that any successor company in a change in control assumed or substituted awards for any outstanding awards under the 2021 Plan and 2017 Plan.

Name	Benefit	Death ($)	Disability ($)	Termination Without Cause or for Good Reason (no Change in Control) ($)	Termination Without Cause or for Good Reason in Connection with a Change in Control ($)
Kevin Holleran	Cash(1)	—	—	3,500,000	3,500,000
	Equity Acceleration(2)	3,666,000	3,666,000	—	16,298,914
	Value of Health	—	31,305	31,305	31,305
	Value of Retirement Contributions(3)	—	98,550	​98,550	​98,550
	Value of Outplacement Services(4)	—	—	6,000	6,000
	Total	3,666,000	3,795,855	3,635,855	19,934,769
Eifion Jones	Cash(1)	—	—	866,452	866,452
	Equity Acceleration(2)	1,466,400	4,399,200	—	6,846,659
	Value of Health	—	31,305	31,305	31,305
	Value of Retirement Contributions(3)	—	64,211	64,211	64,211
	Value of Outplacement Services(4)	—	—	6,000	6,000
	Total	1,466,400	4,450,305	923,557	7,770,216
Richard Roetken	Cash(1)	—	—	809,192	809,192
	Equity Acceleration(2)	1,283,100	1,649,700	—	3,354,221
	Value of Health	—	26,098	26,098	26,098
	Value of Retirement Contributions(3)	—	​62,477	​62,477	​62,477
	Value of Outplacement Services(4)	—	—	6,000	6,000
	Total	1,283,100	1,738,275	903,768	4,257,988

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Name	Benefit	Death ($)	Disability ($)	Termination Without Cause or for Good Reason (no Change in Control) ($)	Termination Without Cause or for Good Reason in Connection with a Change in Control ($)
Susan Canning	Cash(1)	—	—	626,539	626,539
	Equity Acceleration(2)	—	—	—	950,321
	Value of Health	—	30,105	30,105	30,105
	Value of Retirement Contributions(3)	—	57,288	57,288	57,288
	Value of Outplacement Services(4)	—	—	6,000	6,000
	Total	—	87,393	719,932	1,670,253
John Collins	Cash(1)	—	—	465,038	465,038
	Equity Acceleration(2)	—	—	—	723,170
	Value of Health	—	15,684	15,684	15,684
	Value of Retirement Contributions(3)	—	​38,250	​38,250	​38,250
	Value of Outplacement Services(4)	—	—	6,000	6,000
	Total	—	53,934	524,972	1,248,142

(1)
Includes an amount equal to the full bonus that was actually paid to such named executive officer pursuant the annual incentive plan for the year ended December 31, 2022.

(2)
Determined based on the closing price of our common stock quoted on the NYSE on December 30, 2022, the last trading day of 2022, which was $9.40.

(3)
Consists of payment of an amount equal to the cost of any perquisites, welfare benefits, and retirement plan contributions the named executive officer would otherwise have been eligible to receive in the 12 months following the named executive officer’s termination.

(4)
Represents the estimated amounts payable by us for outplacement services for the 6-month period following termination of the named executive officer’s employment without cause or for good reason.

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Pay Versus Performance

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive “Compensation Actually Paid” (“CAP”), as calculated under applicable SEC rules, for our principal executive officer (“PEO”) and our other named executive officers (“non-PEO NEOs”) and certain financial performance measures for Fiscal Year 2022. Because we became a reporting company under the Exchange Act in March 2021, we are required to present this information only for Fiscal Year 2022, with future annual meeting proxy statements expanding the period by an additional year until the period addressed by the disclosure is five years.

In determining the CAP to our PEO and the CAP to our non-PEO NEOs, we are required to make various adjustments to the total compensation amounts that have been reported in the Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this section differ from those required in the SCT. Information regarding the methodology for calculating CAP to our PEO and the CAP to our non-PEO NEOs, including details regarding the amounts that were deducted from, and added to, the SCT totals to arrive at the values presented for CAP, are provided in the footnotes to the table. Note that for non-PEO NEOs, compensation is reported as an average. As identified in the footnotes to the table, the determination of CAP includes adjustments to reflect, among other things, period-to-period changes in the value of unvested equity awards and the PSUs. Accordingly, such amounts do not reflect the value of compensation actually delivered to, or received by the PEO or the Non-PEO NEOs, in the period reported in the table, as the amount of actual compensation received by any executive officers depends on whether the executive officer satisfies the conditions for vesting of any such award, the extent to which performance conditions for performance-based awards are satisfied, and the value of our common stock on the date such awards vest (or, with respect to options, on the date that vested options are exercised).

The Compensation Discussion & Analysis (“CD&A”) describes the compensation setting process for our named executive officers, which is done independently from the disclosure requirements shown in this section. Accordingly, the compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

Pay Versus Performance

Year	Summary Compensation Table Total for PEO(1) ($)	Compensation Actually Paid to PEO(2) ($)	Average Summary Compensation Table Total for Non-PEO NEOs(3) ($)	Average Compensation Actually Paid to Non-PEO NEOs(2)(3) ($)	Value of Initial Fixed $100 Investment Based on:
					Total Shareholder Return(4) ($)	Peer Group Total Shareholder Return(4) ($)	Net Income	Adjusted EBITDA(5)
							($ in millions)
2022	5,620,709	(21,227,401)	1,347,933	(2,723,087)	55.29	89.85	179.3	367.6

(1)
Kevin Holleran served as President and Chief Executive Officer throughout Fiscal Year 2022 and is identified as the PEO in the table.

(2)
Deductions from, and additions to, total compensation in the Summary Compensation Table to calculate CAP consist of:

	2022
	PEO ($)	Average Non-PEO NEOs ($)
Total Compensation from Summary Compensation Table	5,620,709	1,347,933
Adjustments for Equity Awards
Adjustment for grant date values in the Summary Compensation Table	(3,500,006)	(577,866)
Year-end fair value of unvested awards granted in the current year	1,019,537	179,649
Year-over-year difference of year-end fair values for unvested awards granted in prior years	(17,488,238)	(2,615,401)
Fair values at vest date for awards granted and vested in current year	—	—
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years	(6,789,404)	(864,161)
Forfeitures during current year equal to prior year-end fair value	—	(193,242)
Total Adjustments for Equity Awards	(26,848,111)	(4,071,020)
Compensation Actually Paid (as calculated)	(21,227,401)	(2,723,087)

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(3)
Non-PEO NEOs reflect the average SCT total compensation and average CAP for the following executives in Fiscal Year 2022: Messrs. Holleran, Jones, Roetken, Collins and Mses. Canning and Billow.

(4)
Total Shareholder Return (“TSR”) is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the Company’s compensation peer group, which is identified on page 34.

(5)
Please see pages 36 and 37 for a description of the calculation of Adjusted EBITDA

Performance measures used to link performance to executive compensation

We have listed below the three performance measures that represent the most important metrics we used to link Compensation Actually Paid to our NEOs for 2022:

1.
adjusted EBITDA;

2.
adjusted Free Cash Flow; and

3.
TSR.

The first two financial performance measures are discussed in detail in “Executive Compensation—Compensation Discussion and Analysis—Bonus Compensation” in this proxy statement, including the use of these measures in annual and long-term performance-based compensation awards and TSR is described above within this section.

Narrative description of the relationship of executive compensation to certain performance measures

As noted above, because we became a reporting company under the Exchange Act in March 2021, we are only required to report our relationship between executive compensation and our financial performance for Fiscal Year 2022. As we have only one year of information to report, we do not yet have enough data to report upon the relationship between our executive compensation and total shareholder return (including peer group total shareholder return), net income or adjusted EBITDA. In future years, beginning with proxy statement filed in connection with next year’s annual meeting, we will include a narrative or graphic description of these relationships.

The information included in this “Pay Versus Performance” section is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act, or under the Exchange Act except to the extent that we specifically incorporate this information by reference.

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CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (“Annual Total Compensation”) of our median-compensated employee and the annualized Annual Total Compensation of the individual who served as our CEO in Fiscal Year 2022. For our Fiscal Year 2022:

• the Annual Total Compensation of our median-compensated employee was $57,828; and

• the Annual Total Compensation of Mr. Holleran, who served as our CEO throughout Fiscal Year 2022, was $5,620,709.

Accordingly, the ratio of the Annual Total Compensation of the CEO in Fiscal Year 2022 to the median-compensated employee’s Annual Total Compensation for Fiscal Year 2022 was 97 to 1.

The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. Because the SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s Annual Total Compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the amount of compensation of the median-compensated employee and the pay ratio reported by other companies may not be comparable to our estimates reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

In identifying the median-compensated employee for Fiscal Year 2022, we used base salary as our consistently applied compensation measure to determine our median employee from our employee population, excluding our CEO, as of December 31, 2022. For hourly employees, the annual base salary was calculated using a reasonable estimate of hours worked and their hourly wage rate. We annualized base salaries for full-time and part-time employees who were employed as of December 31, 2022 but were not employed for the full fiscal year. For our non-U.S. employees, we used the foreign exchange rates applicable at December 31, 2022 to convert their base salary into U.S. dollars.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of March 20, 2023 (except with respect to Ms. Billow, for whom information is presented as of June 13, 2022) by the following individuals or groups:

• each of our directors;

• each of our named executive officers;

• all of our directors and current executive officers as a group; and

• each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock.

The percentage ownership information shown in the table is based upon 212,771,569 shares of common stock outstanding as of March 20, 2023, which does not include the 28,666,369 shares held by the Company in treasury.

Name of Beneficial Owner	Amount and Nature (1)	Percentage of Class
Directors:
Christopher Bertrand(2)	—	*
Gregory Brenneman(3)	—	*
Kevin Brown(2)	—	*
Diane Dayhoff	18,064	*
Stephen Felice	399,914	*
Mark McFadden(3)	—	*
Lawrence H. Silber	152,864	*
Arthur Soucy	143,011	*
Lori Walker	20,064	*
Timothy Walsh(3)	—	*
Edward Ward	10,712	*
Named Executive Officers:
Kevin Holleran(4)	3,900,224	1.83%
Eifion Jones	1,193,217	*
Richard Roetken	873,394	*
Susan Canning(5)	35,734	*
John Collins	276	*
Lesley Billow(6)	327,057	*
Directors and Current Executive Officers as a Group (17 persons)	6,803,156	3.20%
5% or Greater Stockholders:
Alberta Investment Management Corp. 1600-10250 101 Street NW Edmonton, Alberta T5J 3P4 Canada	17,247,765(7)	8.11%
CCMP Capital, LP, et al. 1 Rockefeller Plaza, 16th Floor New York, NY 10020	30,010,096(8)	14.10%
BDT & MSD Partners, L.P., et al. 645 Fifth Avenue, 21st Floor New York, NY 10022	71,538,085(9)	33.62%
FMR LLC 245 Summer Street Boston, Massachusetts 02210	11,560,619(10)	5.43%

*
Represents beneficial ownership of less than 1%.

(1)
These numbers include the following shares that the individuals may acquire within 60 days after March 20, 2023 through the exercise of stock options: Mr. Felice: 126,750 option shares, Mr. Silber: 124,800 option shares, Mr. Soucy: 126,750 option shares, Mr. Holleran: 3,494,211 option shares, Mr. Jones: 1,017,935 option shares, Mr. Roetken: 708,319 option shares, Ms. Canning: 34,695, and Ms. Billow: 277,960 option shares and all directors and current executive officers as a group: 5,678,261 option shares. These

55

numbers also include the following shares that the individuals may acquire within 60 days after March 20, 2023 through the vesting of restricted stock units: Ms. Dayhoff: 10,712 restricted stock units, Mr. Felice: 17,138 restricted stock units, Mr. Silber: 10,712 restricted stock units, Mr. Soucy: 10,712 restricted stock units, Ms. Walker: 10,712 restricted stock units, and Mr. Ward: 10,712 restricted stock units and all directors and current executive officers as a group: 70,698 restricted stock units.

(2)
Does not include shares of our common stock held by an affiliate of MSD. Mr. Bertrand is a Managing Director of MSD Partners' Private Capital Group and Mr. Brown is Co-Head of MSD Partners’ Private Capital Group.

(3)
Does not include shares of our common stock held by affiliates of CCMP. Mr. Brenneman is Executive Chairman of CCMP, Mr. McFadden is a Co-Managing Partner of CCMP and Mr. Walsh is a Managing Director of CCMP.

(4)
Kevin Holleran also serves as a director. Shares reported as beneficially owned include 2,100 shares owned by Mr. Holleran indirectly.

(5)
Shares reported as beneficially owned include 535.43 shares owned by Ms. Canning indirectly.

(6)
Ms. Billow's separation of employment with the Company occurred on June 17, 2022. Information with respect to her beneficial ownership is presented as of such date, based on information included in a Form 4 filed by Ms. Billow on June 14, 2022, and does not give effect to any subsequent exercise or forfeiture of stock options held by Ms Billow.

(7)
This information is based on a Schedule 13G/A dated February 10, 2023 filed with the SEC by AIMCo reporting beneficial ownership as of December 31, 2022, updated to reflect beneficial ownership following a sale by certain affiliates of AIMCo of 5,653,871 shares of the Company’s common stock on March 3, 2023, based on information provided to the Company by AIMCo. The Schedule 13G/A, as updated for the March 3, 2023 sale referenced in the prior sentence, reported that AIMCo has sole voting and sole dispositive power with respect to 17,247,765 shares of the Company’s common stock, which shares are owned directly by PE16PX Rocky Mountain Ltd. and PE16GV Rocky Mountain Ltd. All of the interests of these two entities are held by AIMCo as bare trustee on behalf of its clients.

(8)
This information is based on a Schedule 13G/A dated February 13, 2023 filed with the SEC by CCMP Capital Investors III, L.P. (“CCMP Capital Investors”), CCMP Capital Investors III (Employee), L.P. (“CCMP Employee”), CCMP Capital Associates III, L.P. (“CCMP Capital Associates”), CCMP Capital Associates III GP, LLC (“CCMP Capital Associates GP”), CCMP Capital, LP (“CCMP Capital”), and CCMP Capital GP, LLC (“CCMP Capital GP”) reporting beneficial ownership as of December 31, 2022, updated to reflect beneficial ownership following a sale by certain affiliates of CCMP of 11,898,049 shares of the Company’s common stock on March 3, 2023 and March 6, 2023, based on a Form 4 filed with the SEC on March 7, 2023 (the “CCMP Form 4”) by CCMP Capital, CCMP Capital GP, CCMP Employee, CCMP Capital Associates and CCMP Capital Associates GP. The Schedule 13G/A, as updated for the transactions reported in the CCMP Form 4, reported that each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital and CCMP Capital GP may be deemed to beneficially own in the aggregate 30,010,096 shares of the Company’s common stock, consisting of 28,265,346 shares held directly by CCMP Capital Investors and 1,744,750 shares held directly by CCMP Employee. After taking into effect the transactions reported in the CCMP Form 4, CCMP Capital Investors is reported to have shared voting power and shared dispositive power with respect to 28,265,346 shares of the Company’s common stock and CCMP Employee is reported to have shared voting power and shared dispositive power with respect to 1,744,750 shares of the Company’s common stock. After taking into effect the transactions reported in the CCMP Form 4, each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital and CCMP Capital GP is reported to have shared voting power and shared dispositive power with respect to 30,010,096 shares of the Company’s common stock. The investment committee of CCMP Capital GP with respect to the shares of our common stock includes Messrs. Brenneman and Walsh, each of whom serves as a director of the Company.

(9)
This information is based on an amended Schedule 13G/A dated February 13, 2023 filed with the SEC by MSD and MSD Aqua Partners, LLC, (“MSD Aqua Partners”) reporting beneficial ownership as of December 31, 2022. The Schedule 13G reported that MSD Aqua Partners is the direct owner of the securities covered by the Schedule 13G. MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by MSD Aqua Partners. MSD Partners (GP), LLC (“MSD GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners. Gregg R. Lemkau maintains investment discretion over this investment and therefore may be deemed to beneficially own securities beneficially owned by, MSD GP. Each of MSD, MSD Aqua Partners, MSD GP, Mr. Lemkau is reported to have shared voting power and shared dispositive power with respect to 71,538,085 shares of the Company’s common stock.

(10)
This information is based on a Schedule 13G dated February 9, 2023 filed with the SEC by FRM LLC reporting beneficial ownership as of December 30, 2022. The Schedule 13G reported that FRM LLC has sole voting power on no shares of the Company’s common stock and sole dispositive power with respect to 11,560,619 shares of the Company’s common stock. The Schedule 13G reported that members of the Johnson family, including Ms. Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC, and may be deemed to beneficially own 11,560,619 shares of Company common stock.

Delinquent Section 16 Reports

Section 16(a) of the Exchange Act requires our officers, directors, and persons who beneficially own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. Officers, directors, and greater-than-ten-percent stockholders are also required by the SEC to furnish us with copies of all Section 16(a) forms that they file. Based solely upon a review of these forms filed with the SEC, we believe that all reports required to be filed by these individuals and persons under Section 16(a) were filed during the year ended December 31, 2022 and that such filings were timely, except for the following: (i) CCMP filed a Form 4 on January 27, 2022 that reported one transaction that was not reported on a timely basis; (ii) Mr. Holleran filed a Form 4 on March 7, 2022 that reported three transactions that were not reported on a timely basis; and (iii) Ms. Billow filed a Form 4 on April 29, 2022 that reported three transactions that were not reported on a timely basis.

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RELATED-PERSON TRANSACTIONS

We describe below transactions and series of similar transactions, since the beginning of Fiscal Year 2022, to which we have been or will be a participant in which:

• the amounts involved exceeded or will exceed $120,000; and

• any of our directors, nominees for director, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

For a description of our policies and procedures for the review and approval of related-person transactions, see “Corporate Governance—Related-Party Transaction Policy.”

Amended and Restated Stockholders Agreement

In connection with the closing of the transaction in which we were acquired by entities affiliated with CCMP, MSD and AIMCo, and members of management and our board of directors in June 2017 (the “Acquisition”) we entered into a stockholders agreement (as amended, the “Stockholders Agreement”) with certain stockholders.

In connection with the IPO, we amended and restated the Stockholders Agreement. The Stockholders Agreement, as so amended and restated, provided affiliates of the Sponsors and AIMCo with certain registration rights described below. In addition, until the earlier of (i) the third anniversary of the consummation of the IPO, (ii) such time as either CCMP or MSD own less than 5% of our outstanding shares of common stock or (iii) CCMP and MSD otherwise agree (the “Coordination Period”), the Sponsors have agreed to act together with respect to their shares of our common stock and to coordinate with respect to the timing and manner of disposition of shares of our common stock by the stockholders party to the agreement. As a consequence of the Sponsors’ agreement to act together with respect to their shares of common stock pursuant to the Stockholders Agreement and otherwise, the Sponsors acknowledged in the Stockholders Agreement that they may be deemed a group for purposes of Section 13(d) of the Exchange Act. The Stockholders Agreement also provides the Company with certain rights to repurchase shares of our common stock from certain existing management stockholders in the event that such individual’s employment with the Company is terminated for any reason.

Demand registration rights

Each of CCMP and MSD have the right to demand that we file registration statements at any time. These registration rights are subject to specified conditions and limitations, including the right of the underwriters, if any, to limit the number of shares included in any such registration under specified circumstances. Upon such a request, we will be required to use best efforts to promptly effect the registration.

Piggyback registration rights

If we propose to register any shares of our equity securities under Securities Act, either for our own account or for the account of any other person, then the parties to the Stockholders Agreement will be entitled to notice of the registration and will be entitled to include their shares of common stock in the registration statement. These piggyback registration rights are subject to specified conditions and limitations, including the right of the underwriters, if any, to limit the number of shares included in any such registration under specified circumstances.

Shelf registration rights

Each of CCMP and MSD are entitled to have their shares of common stock registered by us on a Form S-3 registration statement at our expense. These shelf registration rights are subject to specified conditions and limitations. On May 2, 2022, the Company filed an automatically effective Form S-3 registration statement for use by selling stockholders, including CCMP and MSD.

Expenses and indemnification

We are required to bear the registration expenses, other than underwriting discounts and commissions and transfer taxes, associated with any registration of shares described above and to indemnify such stockholders and certain other persons against certain liabilities that may arise under the Securities Act in connection with any such offering and sale of our shares.

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Arrangements with our Directors and Officers

In addition, we have certain agreements with our directors and officers which are described in the sections entitled “Executive Compensation—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Executive Compensation Arrangements” and “Director Compensation.”

We have entered into indemnification agreements with our officers and directors. These agreements and our bylaws require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The indemnification provided under the indemnification agreements is not exclusive of any other indemnity rights. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.

Share Repurchase Program

As part of our previously announced $450 million share repurchase program (the “Share Repurchase Program”), on January 24, 2022, we agreed to repurchase 4.08 million shares of common stock from certain affiliates of CCMP, at a price per share of $19.80, for an aggregate consideration of approximately $81 million. The price per share was approved by an independent committee of the board of the directors and is the same price at which certain affiliates of the Sponsors sold their shares in a block trade in compliance with Rule 144. Closing of this share repurchase occurred on March 11, 2022.

On May 2, 2022, we entered into an underwriting agreement (the “Underwriting Agreement”) by and among us, the underwriters named therein (the “Underwriters”) and the selling stockholders listed on Schedule B thereto (the “Selling Stockholders”), relating to the underwritten offering of common stock from the Selling Stockholders (the “Underwritten Offering”). As part of the Share Repurchase Program, we agreed to purchase from the Underwriters 8 million shares being sold in the Underwritten Offering by certain affiliates of CCMP, to the Underwriters, at a price per share of approximately $13.88, for an aggregate consideration of approximately $111 million. The price per share was approved by an independent committee of the board of the directors and is the same price at which the Underwriters agreed to purchase shares from the Selling Stockholders in the Underwritten Offering. Closing of this share repurchase occurred on May 5, 2022.

On July 26, 2022, the board of directors renewed the initial authorization of its Share Repurchase Program such that we are authorized, commencing at that time, to repurchase from time to time up to an aggregate of $450 million of our common stock with such authority expiring on July 26, 2025.

Purchases of Products in the Ordinary Course of Business

Certain of our related persons may, either directly or through their respective affiliates, enter into commercial transactions with us from time to time in the ordinary course of business, primarily for the purchase of merchandise. We believe that none of the transactions with such persons is significant enough to be considered material to such persons or to us.

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ADDITIONAL INFORMATION

2022 Annual Report and SEC Filings

Our financial statements for our fiscal year ended December 31, 2022 are included in our 2022 Annual Report, which includes our Form 10-K for the fiscal year ended December 31, 2022 other than the exhibits thereto. This proxy statement and our 2022 Annual Report are posted on our website at global.hayward.com and are available from the SEC at its website at https://www.sec.gov. You may also obtain a copy of our 2022 Annual Report without charge by sending a written request to Hayward Holdings, Inc., Attention: Corporate Secretary, 1415 Vantage Park Drive, Suite 400, Charlotte, North Carolina 28203.

Special Note Regarding Forward-Looking Statements

This proxy statement contains certain statements that are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (the “Act”) and releases issued by the SEC. Such forward-looking statements relating to us are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. These forward-looking statements include, but are not limited to, statements about our strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements contained in or incorporated by reference in this proxy statement that are not historical facts. When used in this document, words such as “may,” “will,” “should,” “could,” “intend,” “potential,” “continue,” “anticipate,” “believe,” “estimate,” “expect,” “plan,” “target,” “predict,” “project,” “seek” and similar expressions as they relate to us are intended to identify forward-looking statements. We believe that it is important to communicate our future expectations to our stockholders, and we therefore make forward-looking statements in reliance upon the safe harbor provisions of the Act. However, there may be events in the future that we are not able to accurately predict or control, and actual results may differ materially from the expectations we describe in our forward-looking statements.

Examples of forward-looking statements include, among others, statements we make regarding: our financial position; business plans and objectives; general economic and industry trends; business prospects; future product development and acquisition strategies; growth and expansion opportunities; operating results; and working capital and liquidity. The forward-looking statements in this proxy statement are only predictions. We may not achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place significant reliance on our forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of forward-looking statements taken from third-party industry and market reports.

Important factors that could affect our future results and could cause those results or other outcomes to differ materially from those indicated in our forward-looking statements include the following.

• our relationships with and the performance of distributors, builders, buying groups, retailers and servicers who sell our products to pool owners;

• impacts on our business from the sensitivity of our business to seasonality and unfavorable economic and business conditions;

• competition from national and global companies, as well as lower-cost manufacturers;

• our ability to develop, manufacture and effectively and profitably market and sell our new planned and future products;

• our ability to execute on growth strategies and expansion opportunities;

• impacts on our business from political, regulatory, economic, trade, and other risks associated with operating foreign businesses, including risks associated with geopolitical conflict;

• our ability to maintain favorable relationships with suppliers and manage disruptions to our global supply chain and the availability of raw materials, including as a result of the COVID-19 pandemic;

• our ability to identify emerging technological and other trends in our target end markets;

• failure of markets to accept new product introductions and enhancements;

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• the ability to successfully identify, finance, complete and integrate acquisitions;

• our reliance on information technology systems and susceptibility to threats to those systems, including cybersecurity threats, and risks arising from our collection and use of personal information data;

• regulatory changes and developments affecting our current and future products;

• volatility in currency exchange rates and interest rates;

• our ability to service our existing indebtedness and obtain additional capital to finance operations and our growth opportunities;

• our ability to establish and maintain intellectual property protection for our products, as well as our ability to operate our business without infringing, misappropriating or otherwise violating the intellectual property rights of others;

• the impact of material cost and other inflation;

• our ability to attract and retain senior management and other qualified personnel;

• the impact of changes in laws, regulations and administrative policy, including those that limit U.S. tax benefits, impact trade agreements and tariffs, or address the impacts of climate change;

• the outcome of litigation and governmental proceedings;

• the impact of product manufacturing disruptions, including as a result of catastrophic and other events beyond our control, including risks associated with geopolitical conflict; and

• other factors set forth in “Item 1A. Risk Factors” of our 2022 Annual Report.

Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this proxy statement as anticipated, believed, estimated, expected, intended, planned or projected. The forward-looking statements included in this proxy statement are made only as of the date of this report. Unless required by United States federal securities laws, we neither intend nor assume any obligation to update these forward-looking statements for any reason after the date of this proxy statement to conform these statements to actual results or to changes in our expectations.

OTHER MATTERS

Our board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters.

It is important that your shares of our common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as described in this proxy statement or execute and return, at your earliest convenience, your proxy card.

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