Hayward : 2025 Annual Report 2026 Proxy
HAYW
Published on 04/21/2026 at 04:52 pm EDT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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MISSION
We deliver exceptional products, outstanding service and innovative technology to transform the experience of water.
VISION
To inspire happiness and well-being through safe, smart and sustainable solutions.
April 2, 2026
TO THE STOCKHOLDERS OF HAYWARD HOLDINGS, INC.:
You are cordially invited to attend the 2026 annual meeting of stockholders (the "Annual Meeting") of Hayward Holdings,
Inc. (the "Company" or "Hayward"), to be held virtually via live webcast on Thursday, May 21, 2026, at 8:00 a.m. Eastern Time. You may attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/HAYW2026.
Our decision to hold the Annual Meeting virtually is driven by our commitment to increasing accessibility and enabling attendance for all stockholders. This format also helps reduce costs and lessens the environmental impact traditionally associated with physical meetings.
During the Annual Meeting you will be asked to (i) elect as directors the three nominees identified in the accompanying proxy statement (this "Proxy Statement") to serve terms lasting until our 2029 annual meeting of stockholders and their successors are duly elected and qualified; (ii) approve, on an advisory basis, the compensation of our named executive officers; (iii) ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for our fiscal year ending December 31, 2026; and (iv) 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. For your convenience, you may submit your proxy and vote your shares via the internet, by telephone, or by completing and returning a proxy card by mail. Instructions on how to vote are found in the section titled "Frequently Asked Questions-How do I Vote" of this Proxy Statement.
On behalf of the Company and the Board of Directors (the "Board"), we thank you for your continued support and investment in Hayward Holdings, Inc. We look forward to your participation in the Annual Meeting.
Sincerely,
Kevin P. Holleran
President, Chief Executive Officer and Director
DATE & TIME
May 21, 2026
8:00 a.m. ET
LOCATION
Virtual meeting at: https://www.virtualshareholdermeeting.com/HAYW2026
RECORD DATE
March 25, 2026
MEETING AGENDA
Proposals
Recommendation
Page Reference
To elect three nominees identified in the accompanying Proxy Statement as
1 Class II directors to serve terms lasting until our 2029 annual meeting of stockholders and their successors are duly elected and qualified
FOR
each nominee
See Page 6 >>
2 To approve, on an advisory basis, the compensation of our named executive officers
FOR
See Page 30 >>
To ratify the appointment of PricewaterhouseCoopers LLP as our
3 independent registered public accounting firm for our fiscal year ending December 31, 2026
FOR
See Page 65 >>
4 To transact such other business as may properly come before the 2026 annual meeting of stockholders of Hayward Holdings, Inc.
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, please vote your shares promptly using the instructions provided in these proxy materials.
The Annual Meeting will be held only at https://www.virtualshareholdermeeting.com/HAYW2026. 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.
Please refer to the section titled "Frequently Asked Questions," beginning on page 70 of this Proxy Statement, for additional information regarding participating in the virtual meeting.
The Notice containing instructions on how to access this Proxy Statement and our 2025 Annual Report is first being mailed on or about April 2, 2026 to all stockholders entitled to vote at the Annual Meeting.
We cordially invite you to attend the meeting. By order of the Board of Directors,
Susan M. Canning
Senior Vice President, Chief Legal Officer and Corporate Secretary
Charlotte, NC April 2, 2026
WAYS TO VOTE
INTERNET
By internet at https://www.proxyvote.com
TELEPHONE
By toll-free telephone at 1-800-690-6903
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
CEO Letter to Stockholders
Notice of Annual Meeting of Stockholders
Company Overview 1
Proxy Voting Roadmap 3
Board and Governance Matters 6
Proposal 1 - Election of Directors 6
Director Nominees 7
Corporate Governance 19
Director Compensation 27
Executive Compensation 30
Audit Matters 65
Proposal 3 - Ratification of the 65
Appointment of Independent Registered Public Accounting Firm
Audit Committee Report 67
Security Ownership And Related Information 68
Frequently Asked Questions 70
Other Matters 74
Stockholder Proposals for the 2027 74
Annual Meeting of Stockholders
Internet Availability of Proxy Materials 75
Proposal 2 - Advisory Vote To Approve Executive Compensation
30 Appendix A Supplemental Information About Financial Measures
A-1
("Say-on-Pay")
Compensation Discussion and Analysis 31
Executive Compensation Tables 51
Non-GAAP Reconciliations A-1
This Proxy Statement contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "PSLRA") and rules and regulations of the Securities and Exchange Commission ("SEC"). Forward-looking statements include, without limitation, statements regarding our plans, strategies, objectives, expectations, intentions, outlook, expenditures, guidance, targets, and assumptions, as well as other statements that are not historical facts. Forward-looking statements are based on management's current beliefs, assumptions, expectations, and information available at the time the statements are made. Words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "outlook," "plan," "potential," "predict," "project," "seek," "should," "target,"
"will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. These statements are made in reliance upon the safe harbor provisions of the PSLRA. However, forward-looking statements are subject to risks, uncertainties, and other factors, many of which are beyond our control, that could cause actual results to differ materially from those expressed or implied by such statements. Readers are cautioned not to place undue reliance on forward-looking statements.
We undertake no obligation to publicly update, revise, or correct any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable federal securities laws. For additional information on other potential risks and uncertainties, please see our Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent quarterly reports and other filings with the SEC from time to time. All information provided in this Proxy Statement is as of the date of this Proxy Statement.
-i-
2025 HIGHLIGHTS
Highlights reflecting our business profile and long-term value creation.
Leading global provider of residential and commercial pool equipment, supported by strong brand recognition and large installed base, and is well positioned to benefit from long-term replacement demand and favorable outdoor living trends.
Meaningful Net Sales derived from aftermarket repair, replacement, and upgrade demand tied to essential pool functionality, supporting durable cash flow generation.
Consistent free cash flow supports reinvestment in innovation, strategic deleveraging and other value-enhancing capital allocation priorities.
Expanding portfolio of energy-efficient, connected products and smart automation systems that enhance customer experience and drive long-term growth.
$1.12B
NET SALES (+6.7% Y/Y)
The Company operates through two reportable segments: North America and Europe & Rest of World, serving residential and commercial pool markets and select industrial end markets through a broad portfolio of pool equipment and related products. North America represents the majority of Net Sales and benefits from a large installed base and recurring aftermarket demand. The Board regularly reviews segment and end-market performance to oversee strategic priorities and support disciplined capital allocation.
Diversified Net Sales mix across geographic regions, end markets, and product groups as of December 31, 2025.
7%
Canada
%
pe
Segment
79%
8
Euro
6%
Rest of World
4%
Flow Control
Commercial
End Market
6%
9%
Cleaners
4%
White Goods
9%
Lighting & Water Features
5%
Other
Product
21%
Pumps
U.S.
90%
Residential
14%
Filters
19%
Heaters
19%
Automation
& Sanitization
2026 PROXY STATEMENT || 1
CORPORATE STEWARDSHIP
We believe that responsible corporate stewardship supports long-term stockholder value through thoughtful oversight of our business operations and culture. Hayward is distinctly positioned to contribute to the broader health and well-being space. By aligning our products, services and innovation efforts with public health objectives, we seek to address growing demand for well-being solutions. For over a century, Hayward has served communities by providing pool-related solutions, including connected technologies for smart pool management, non-chemical water sanitization solutions and energy-efficient products. We believe that water plays an important role in supporting public health, building resilient communities, and strengthening the economy.
Our stewardship framework provides the foundation for a principle-based approach to integrating sustainability considerations across our business. Our strategy is guided by four pillars: Products, Planet, People and Principles. Consistent with these pillars, we focus on delivering innovative products, maintaining responsible and efficient manufacturing operations, fostering
a safe and inclusive workplace, and upholding strong governance and compliance practices.
] More than 60% of eligible
North American products, by
Net Sales, met ENERGY STAR® criteria
Continued expansion of
Hayward Hubs, which provide training and support resources for dealers and trade professionals
Sustainable
Products
Product Safety
PRODUCTS
Initiated an assessment on climate-related risks and opportunities, including potential innovation and operational efficiencies to inform future reporting and support long-term stockholder value
Continued focus on reducing energy and water consumption in our manufacturing facilities through targeted sustainability projects
Environmental
Management
Responsible Supply Chain & Materials
PLANET
Conducted our third
annual global employee engagement survey, achieving more than 85% participation from our global workforce
Launched the Hayward
Cares Workplace Giving program, enabling North America employees to support causes they care about with Company matching gifts
Employee Health,
Well-being & Engagement
Community Engagement
PEOPLE
All employees must certify
compliance with the Business Ethics and Code of Conduct Policy and Whistleblower Policy
Conducted ongoing
compliance training, adhering to a company-wide training curriculum on compliance, safety, human resources and information technology
Business Ethics
Board Skills & Independence
PRINCIPLES
2 || 2026 PROXY STATEMENT
This proxy voting roadmap highlights information contained elsewhere in this Proxy Statement, which is first being sent or made available to stockholders on or about April 2, 2026. This summary does not contain all of the information you should consider, so please read the entire Proxy Statement carefully before voting.
1
ELECTION OF DIRECTORS
The Board recommends a vote "FOR" each director nominee
See Page 6 »
DIRECTOR NOMINEES
We are managed under the direction of our Board, which is currently composed of nine members. The authorized number of directors comprising our Board may not be less than three or more than 15, with the actual number to be fixed from time to time by resolution of our Board, subject to the terms of our Second Restated Certificate of Incorporation (the "Certificate of Incorporation") and Amended and Restated Bylaws (the "Bylaws"). The general expectation is that the Board will consist of approximately nine directors, although the Board will periodically review the appropriate size and mix of directors serving on the Board.
All Ages shown are as of April 2, 2026
Kevin Brown
Age: 51
Director Since: June 2017
Committee Memberships:
Audit, Compensation
Diane Dayhoff
Age: 70
Director Since: March 2021 Committee Memberships: Audit
Ronald Keating
Age: 58
Director Since: March 2025 Committee Memberships: Compensation
Arthur Soucy
Age: 63
Director Since: December 2017 Committee Memberships: Audit, Nominating & Corporate Governance
Stephen Felice
Age: 69
Director Since: May 2018 Committee Memberships: Compensation, Nominating & Corporate Governance
Lawrence Silber
Age: 70
Director Since: November 2019 Committee Memberships: Compensation
Lori Walker
Age: 69
Director Since: March 2021 Committee Memberships: Audit
Kevin Holleran
Age: 58
Director Since: August 2019
President and CEO
Edward Ward
Age: 61
Director Since: April 2022 Committee Memberships: Nominating & Corporate Governance
Independent Director
2026 PROXY STATEMENT || 3
Our continuing directors and nominees collectively bring skills and experience that are important to informed oversight of the Company's business and long-term strategy. For additional information regarding our director nominees' experience, see the section titled "Board and Governance Matters-Director Nominees-Director Nominee Biographies" in this Proxy Statement.
Board Governance
Strategic Leadership & Management
Compensation & Human Resources
Sustainability Matters
Risk Management
Water Industry Knowledge
Financial Literacy
Finance & Accounting
International Markets
Sales, Marketing & E-commerce
IT Experience & Cybersecurity
Leadership Experience
Supply Chain & Operations
Our Board composition reflects a balance of independence, tenure and experience that supports effective oversight of the Company's business strategy and corporate governance practices.
Independence Age Tenure
1
89%
INDEPENDENT
8
Independent
Not Independent
22%
63.2 Yrs
AVG. AGE(1)
33%
50s
70s
11%
<3 Years
45%
60s
5.9 Yrs
AVG. TENURE
11%
3-5 Years
78%
>5 Years
(1) Average age as of April 2, 2026.
4 || 2026 PROXY STATEMENT
2
ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS
The Board recommends a vote "FOR" this proposal.
See Page 30 »
Pay-for-performance is an integral component of our compensation philosophy, with a significant portion of executive compensation tied to "at-risk" incentive opportunities. During Fiscal Year 2025, the annual pay mix for our Chief Executive Officer ("CEO") and other named executive officers ("NEOs") consisted of base salary, annual cash incentives, and long-term performance-based and time-based equity awards. The percentages shown below reflect total target annual compensation, based on target award values rather than the grant-date fair values reported in the Summary Compensation Table, and exclude "All Other Compensation."
65%
Equity Incentive
32.5%
32.5%
19%
16%
CEO
Base Salary
Annual Incentive
Restricted Stock Units (RSUs) Performance-based Stock Units (PSUs)
84%
At-Risk Compensation
48%
Equity Incentive
24%
24%
21%
31%
OTHER NEOs
Base Salary
Annual Incentive
RSUs PSUs
69%
At-Risk Compensation
3
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board recommends a vote "FOR" this proposal.
See Page 65 »
2026 PROXY STATEMENT || 5
1
ELECTION OF DIRECTORS
Our board of directors unanimously recommends that the stockholders vote "FOR" the election of each of Kevin Brown, Arthur Soucy and Lori Walker as Class II directors to serve terms lasting until our 2029 annual meeting of stockholders and their successors are duly elected and qualified.
Our Board of Directors is currently composed of nine members and is divided into three classes of directors in accordance with our Certificate of Incorporation. At the Annual Meeting, three Class II directors will be elected to serve three-year terms expiring at the Company's 2029 annual meeting of stockholders and until their successors are duly elected and qualified
or until their earlier death, resignation, disqualification, or removal.
Upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the "Nominating and Corporate Governance Committee"), the Board has nominated Kevin Brown, Arthur Soucy and Lori Walker for election as Class II directors at the Annual Meeting. Each nominee currently serves on the Board and has agreed to continue serving if elected. For additional information regarding the nominees, see the section titled ''Board of Directors-Nominees for Director'' in this Proxy Statement.
If you are a stockholder of record and sign and return your proxy card, or vote by telephone or internet, but do not provide voting instructions, your shares will be voted "FOR" the election of each nominee. If any nominee becomes unable or unwilling to serve, the proxies will be voted for any substitute nominee designated by the Board. If you hold your shares in street name and do not provide voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee will not vote your shares on this matter.
Our Certificate of Incorporation and Bylaws state that directors are elected by a plurality of the votes cast. Accordingly, the nominees receiving the highest number of votes cast "FOR" will be elected. Broker non-votes and abstentions will have no effect on this proposal.
Our Corporate Governance Guidelines further state that, in an uncontested election of directors, such as this election, if the votes "WITHHELD" from a director nominee exceed the votes cast "FOR" such nominee, the nominee shall be required to submit his or her resignation to the Board for its consideration. The Board will have the opportunity to determine whether to accept or reject the resignation in accordance with the Corporate Governance Guidelines.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" EACH NOMINEE FOR DIRECTOR.
6 || 2026 PROXY STATEMENT
NOMINATION PROCESS
The Nominating and Corporate Governance Committee considers director candidates from a wide range of sources, including recommendations from Board members, management, and stockholders who submit recommendations in writing to our Corporate Secretary. Stockholder-recommended candidates are evaluated using the same criteria applied to all other candidates. In accordance with the Company's Corporate Governance Guidelines, the Nominating and Corporate Governance Committee identifies and evaluates candidates based on how they would contribute to the Board's collective mix of skills, qualifications, experiences, perspectives and backgrounds, among other attributes. The Board has determined that, among other things, it is important to have directors with the following skills and experiences, including but not limited to:
Leadership Experience: Enabling strong oversight, sound judgment, and the ability to identify and develop leadership talent;
Industry Knowledge: Supporting a deeper understanding of the Company's business model, markets, and strategic priorities;
Operational Expertise: Providing practical insight into developing, executing, and assessing the Company's operating plans;
Risk Management Experience: Essential for overseeing the diverse risks that impact the Company's business;
Financial and Accounting Expertise: Particular knowledge of financial reporting, capital structure, and internal controls; and
Strategic Planning Experience: Relevant to evaluating the Company's long-term strategy and monitoring progress against key objectives.
The Nominating and Corporate Governance Committee is committed to recommending individuals who collectively bring these attributes to the Board and to applying our policy of non-discrimination throughout the director selection process.
INFORMATION REGARDING DIRECTORS AND NOMINEES
The following table sets forth the names, ages, and certain other information for each nominee for election as a director at the Annual Meeting and for each of the continuing members of our Board. For full biographical information of the nominees and continuing directors see "Director Nominee Biographies."
Name
Age *
Current Position
Audit
Compensation
Nominating and Corporate Governance
Term Expires
Nominees:
Kevin Brown (FE)
51
Director
2029
Arthur Soucy (FE)
63
Director
2029
Lori Walker (FE)
69
Director
2029
Continuing Directors:
Diane Dayhoff (FE)
70
Director
2027
Stephen Felice (C)
69
Director
2027
Kevin Holleran
58
President, CEO & Director
2027
Ronald Keating
58
Director
2028
Lawrence Silber
70
Director
2028
Edward Ward
61
Director
2028
(C) Chairperson of the Board | (FE) Audit Committee Financial Expert |
*Ages shown are as of April 2, 2026.
2026 PROXY STATEMENT || 7
DIRECTOR SKILLS AND EXPERIENCE
A summary of each continuing director's and nominee's relevant skills and experience follows:
Brown
Dayhoff
Felice
Holleran
Keating
Silber
Soucy
Walker
Ward
Total
9
9
9
9
9
8
6
9
8
6
9
7
9
DIRECTOR COMPOSITION
Our continuing directors and nominees collectively bring independence, tenure and experience that supports effective oversight of our business strategy and corporate governance practices.
Independence Age Tenure
70s
63.2 Yrs
AVG. AGE(1)
33%
50s
1 22% 11%
Not Independent <3 Years
89%
INDEPENDENT
45%
60s
5.9 Yrs
AVG. TENURE
11%
3-5 Years
8
Independent
78%
>5 Years
(1) Average age as of April 2, 2026.
8 || 2026 PROXY STATEMENT
DIRECTOR NOMINEE BIOGRAPHIES
Below are the nominees to serve as Class II Directors for terms expiring in 2029:
KEVIN D. BROWN
Independent Director
Director Since:
June 2017
Committee Memberships: Audit, Compensation
Other Public Company Boards: None
Biography
Mr. Brown was Co-Head of the Private Capital Group of MSD Partners, L.P. before its merger with BDT Partners, and he is currently a Partner and member of the Investment Committee of BDT & MSD Partners ("BDT & MSD"). Mr. Brown joined BDT & 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 BDT & MSD, Mr. Brown was a Partner with Court Square Capital ("Court Square") where he worked primarily in the Industrial sector for 10 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.
Qualifications
Mr. Brown brings deep expertise in finance, capital allocation, and long-term value creation, directly supporting Hayward's focus on disciplined investment, operational improvement, and sustained long-term growth. His experience leading private capital investments across global industrial businesses provides sharp insight into evaluating strategic opportunities and supporting strong financial rigor.
He also brings an investor-minded perspective that strengthens the Board's oversight of Hayward's capital deployment, financial performance, governance, and risk management. This perspective is especially valuable as the Company advances its long-term strategic priorities and continues to drive durable value creation.
Skills
Board Governance
Strategic Leadership & Management
Compensation & Human Resources
Water Industry Knowledge
Risk Management
Finance & Accounting
Financial Literacy
Leadership Experience
International Markets
2026 PROXY STATEMENT || 9
ARTHUR L. SOUCY
Independent Director
Director Since:
December 2017
Committee Memberships: Audit, Nominating and Corporate Governance
Other Public Company Boards: None
Biography
Mr. Soucy is a retired executive with broad international experience running complex operations and large profit and loss ("P&L") statements 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.
Qualifications
Mr. Soucy brings extensive experience leading large, complex multinational operations, which directly supports Hayward's focus on operational excellence, supply chain resilience, and global execution. His background managing broad P&L responsibilities, overseeing technology and product development, and leading operations across more than 80 countries gives the Board practical insight into improving efficiency, strengthening commercial strategy, and navigating diverse global markets.
His deep expertise in supply chain management, operational performance, and global go-to-market execution enhances the Board's ability to oversee Hayward's manufacturing footprint, margin-improvement initiatives, and international growth priorities.
Skills
Board Governance
IT Experience & Cybersecurity
Sales, Marketing & Ecommerce
Compensation & Human Resources
Supply Chain & Operations
Leadership Experience
Risk Management
Strategic Leadership & Management
Financial Literacy
Sustainability Matters
International Markets
Finance & Accounting
10 || 2026 PROXY STATEMENT
LORI A. WALKER
Independent Director
Director Since:
March 2021
Committee Memberships: Audit
Other Public Company Boards: Constellium SE and Compass Minerals International, Inc.
Biography
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 SE, a publicly traded aluminum fabricator for the automotive, aerospace and packaging industries and Compass Minerals International, Inc., a publicly traded producer of salt for highway deicing, commercial and industrial markets.
Qualifications
Ms. Walker brings extensive financial leadership and risk management expertise, which is critical to Hayward as the Company prioritizes disciplined financial execution, strong internal controls, and long-term value creation. Her experience overseeing financial reporting, internal controls, and capital allocation at large global industrial companies provides the Board with strong oversight capabilities across accounting integrity, enterprise risk, and financial performance.
Her background leading finance, IT, and enterprise-wide functions equips her to advise on Hayward's digital, systems, and process-improvement initiatives, while her public company board experience strengthens the Board's governance and audit oversight as Hayward advances its strategic and operational objectives.
Skills
Board Governance
IT Experience & Cybersecurity
Compensation & Human Resources
Strategic Leadership & Management
Risk Management
Sustainability Matters
Financial Literacy
Water Industry Knowledge
International Markets
Finance & Accounting
Leadership Experience
2026 PROXY STATEMENT || 11
Below are the Class III continuing directors with terms expiring in 2027:
DIANE S. DAYHOFF
Independent Director
Director Since:
March 2021
Committee Memberships: Audit
Other Public Company Boards: None
Biography
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.
Qualifications
Ms. Dayhoff brings deep expertise in financial reporting, internal controls, and audit processes, which is essential to Hayward's commitment to strong financial discipline and transparent public company reporting. Her experience working closely with auditors and preparing audited financial statements enables her to provide rigorous oversight of Hayward's accounting practices, disclosure quality, and enterprise-wide financial controls.
In addition, her background in investor relations and financial planning strengthens the Board's ability to communicate effectively with stockholders and evaluate the Company's financial performance and strategic priorities. Ms. Dayhoff's expertise enhances the Board's governance, audit oversight, and financial stewardship as Hayward advances
its long-term strategy.
Skills
Board Governance
IT Experience & Cybersecurity
Compensation & Human Resources
Strategic Leadership & Management
Risk Management
Sustainability Matters
Financial Literacy
Finance & Accounting
International Markets
Sales, Marketing & Ecommerce
Leadership Experience
12 || 2026 PROXY STATEMENT
STEPHEN J. FELICE
Chairman of the Board Independent Director
Director Since:
May 2018
Committee Memberships: Compensation, Nominating and Corporate Governance
Other Public Company Boards: None
Biography
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), Weber Blackstone since 2025 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.
Qualifications
Mr. Felice brings extensive experience leading large, global industrial and technology-enabled businesses, which directly supports Hayward's focus on operational excellence, product innovation, and scalable commercial execution. His background overseeing strategic planning, manufacturing operations, and global sales organizations enables him to provide practical guidance on improving efficiency, accelerating growth initiatives, and strengthening Hayward's competitive positioning.
His leadership across complex IT-driven and industrial enterprises also enhances the Board's oversight of technology-enabled business models, digital capabilities, and global go-to-market strategies - key areas for Hayward as the Company continues to modernize operations, expand internationally, and drive long-term profitable growth.
Skills
Board Governance
IT Experience & Cybersecurity
Finance & Accounting
Compensation & Human Resources
Supply Chain & Operations
Sales, Marketing & Ecommerce
Risk Management
Strategic Leadership & Management
Leadership Experience
Financial Literacy
Sustainability Matters
International Markets
Water Industry Knowledge
2026 PROXY STATEMENT || 13
KEVIN P. HOLLERAN
President and CEO
Director Since:
August 2019
Other Public Company Boards: Armstrong World Industries, Inc.
Biography
Mr. Holleran has served as President and Chief Executive Officer and Board Member of Hayward since August 2019 and was recently appointed to the Board of Directors for Armstrong World Industries, Inc, a leader in the design and manufacturing of innovative and interior architectural applications, including ceilings, specialty walls, and exterior metal solutions, beginning October 2025. Prior to joining Hayward, beginning in 2017, Mr. Holleran served as President and Chief Executive Officer of the Industrial Segment within Textron, Inc. ("Textron"). 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 10 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.
Qualifications
As Hayward's President and Chief Executive Officer, Mr. Holleran brings deep institutional knowledge of the Company's operations, strategy, workforce, and competitive landscape, which is essential to the Board's oversight of execution and long-term performance. His experience leading complex industrial businesses, driving growth through both organic initiatives and strategic acquisitions, equips him to provide the Board with practical insight into operational efficiency, commercial strategy, and global execution.
His leadership across global operations, sales, and product management strengthens the Board's ability to evaluate Hayward's strategic priorities, assess performance, and guide the Company's long-term opportunities in domestic and international markets.
Skills
Board Governance
IT Experience & Cybersecurity
Finance & Accounting
Compensation & Human Resources
Supply Chain & Operations
Sales, Marketing & Ecommerce
Risk Management
Strategic Leadership & Management
Leadership Experience
Financial Literacy
Sustainability Matters
International Markets
Water Industry Knowledge
14 || 2026 PROXY STATEMENT
Below are the Class I continuing directors with terms expiring in 2028:
RONALD C. KEATING
Independent Director
Director Since:
March 2025
Committee Memberships: Compensation
Other Public Company Boards: Enpro Inc.
Biography
Ronald C. Keating has served as President, Chief Executive Officer, and Board Member at Excelitas Technologies Corp., since October 2023. Prior to joining Excelitas, Mr. Keating was President and Chief Executive Officer of Evoqua Water Technologies Corporation, a global provider of water and wastewater treatment solutions, since December 2014. Mr. Keating served as President, Chief Executive Officer and Chairperson of the Board of Directors of Contech Engineered Solutions ("Contech"), an infrastructure site solutions provider, from 2007 to 2014. Prior to joining Contech, Mr. Keating served as President of the Metalworking Solutions and Services Group of Kennametal Inc. ("Kennametal"), a supplier of tooling and industrial materials. He also held previous roles at Kennametal as the Vice President and General Manager of the Energy, Mining and Construction Group and for the Electronics Products Group from 2001 to 2007. Mr. Keating started his career at Ingersoll-Rand plc in 1992, where he held various roles of increasing responsibility. Mr. Keating currently serves on the board of trustees of the Manufacturers Alliance for Productivity and Innovation and the Board of Directors of the Allegheny Conference.
Qualifications
Mr. Keating brings extensive global operational and financial leadership experience, along with deep expertise in the water and infrastructure sectors, which directly aligns with Hayward's core markets and long-term strategic priorities. His background leading complex, technology-enabled industrial businesses provides the Board with strong insight into operational excellence, global execution, and disciplined strategic growth.
His experience overseeing large-scale industrial operations and driving transformation across water-focused businesses enhances the Board's ability to evaluate Hayward's operational performance, navigate industry dynamics, and guide the Company's long-term value-creation strategy.
Skills
Board Governance
IT Experience & Cybersecurity
Finance & Accounting
Compensation & Human Resources
Supply Chain & Operations
Sales, Marketing & Ecommerce
Risk Management
Strategic Leadership & Management
Leadership Experience
Financial Literacy
Sustainability Matters
International Markets
Water Industry Knowledge
2026 PROXY STATEMENT || 15
LAWRENCE
H. SILBER
Independent Director
Director Since:
November 2019
Committee Memberships: Compensation
Other Public Company Boards: Herc Holdings Inc.
Biography
Mr. Silber has served as President and Chief Executive Officer of Herc Holdings Inc. ("Herc Rentals"), a public company, 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.
Qualifications
Mr. Silber brings substantial executive management, operational leadership, and strategic execution experience, informed by his prior service as Chief Operating Officer of Hayward Industries, Inc. and his current role as President and Chief Executive Officer of Herc Rentals. His extensive knowledge of manufacturing, sales, marketing, and commercial operations, combined with deep familiarity with Hayward's own business, provides the Board with practical insight into performance improvement, operational efficiency, and growth initiatives.
His experience as a senior executive and public company director further enhances the Board's capabilities in governance, risk oversight, and financial stewardship, supporting Hayward's
long-term operational and strategic objectives.
Skills
Board Governance
IT Experience & Cybersecurity
Finance & Accounting
Compensation & Human Resources
Supply Chain & Operations
Sales, Marketing & Ecommerce
Risk Management
Strategic Leadership & Management
Leadership Experience
Financial Literacy
Sustainability Matters
International Markets
Water Industry Knowledge
16 || 2026 PROXY STATEMENT
EDWARD D. WARD
Independent Director
Director Since:
April 2022
Committee Memberships: Nominating and Corporate Governance
Other Public Company Boards: None
Biography
Mr. Ward most recently served as the President, Client Product Group of Dell Technologies Inc. ("Dell Technologies"). Mr. Ward has over 38 years of experience working in the technology industry. Mr. Ward worked at Dell Technologies for 24 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 has also served in board roles at the University of Colorado, Boulder, University of Texas, Rio Grande Valley and Austin's Habitat for Humanity.
Qualifications
Mr. Ward brings significant leadership experience in strategic planning, technology innovation, and large-scale engineering management, which directly supports Hayward's focus on product innovation and operational excellence. His background overseeing product development, advanced engineering, and technology-driven organizations equips him to provide the Board with valuable insight into strengthening Hayward's technology roadmap, enhancing product reliability, and supporting long-term innovation.
His experience guiding complex, technology-enabled businesses through growth and transformation further enhances the Board's ability to evaluate Hayward's strategic initiatives, operational execution, and long-term competitiveness.
Skills
Board Governance
IT Experience & Cybersecurity
Sales, Marketing & Ecommerce
Compensation & Human Resources
Supply Chain & Operations
Leadership Experience
Risk Management
Strategic Leadership & Management
Financial Literacy
Sustainability Matters
International Markets
Finance & Accounting
DIRECTOR INDEPENDENCE
Each of the Audit Committee (the "Audit Committee"), Compensation Committee (the "Compensation Committee") and Nominating and Corporate Governance Committee of our Board is composed entirely of independent directors within the meaning of the New York Stock Exchange ("NYSE") corporate governance standards.
Based on information provided by each director regarding his or her background, employment and affiliations, our Board has affirmatively determined that each director who served during Fiscal Year 2025, each director nominee and each continuing director, other than Mr. Holleran, is independent in accordance with NYSE rules and our Corporate Governance Guidelines. In making these determinations, the Board considered that certain directors serve as directors of other companies with which we engage from time to time in the ordinary course of business. In accordance with our independence standards, we determined that none of these relationships were material or impaired the independence of any of such directors. There are no family relationships among any of our directors or executive officers.
2026 PROXY STATEMENT || 17
In addition, our Board has determined that Mr. Brown, Ms. Dayhoff, Mr. Soucy and Ms. Walker each satisfy the additional independence requirements for audit committee members under NYSE listing standards and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Board also determined that Mr. Brown, Ms. Dayhoff, Mr. Soucy and Ms. Walker qualify as "audit committee financial experts" as defined under SEC rules and that all Audit Committee members are financially literate. The Board has further determined that each of the members of our Compensation Committee satisfies the additional independence criteria for membership on a compensation committee under NYSE rules.
CLASSIFIED BOARD STRUCTURE
Our Certificate of Incorporation provides for a Board 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. Generally, only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our Certificate of Incorporation also provides that the number of directors serving in the three classes is to be as nearly equal as possible. Our three director classes of the Board are comprised as follows:
Our Class II directors, Kevin Brown, Arthur Soucy and Lori Walker, are standing for re-election to our Board at the Annual Meeting.
Our Class III directors are Diane Dayhoff, Stephen Felice and Kevin Holleran, and their terms expire at the annual meeting of stockholders to be held in 2027.
Our Class I directors are Ronald Keating, Lawrence Silber and Edward Ward, and their terms expire at the annual meeting of stockholders to be held in 2028.
Our classified Board provides stability and continuity and allows us to pursue our long-term goals and objectives that we believe are in the best interests of our stockholders. For example, we continue to pursue attractive product and geographic market opportunities to grow our presence in new markets or markets in which we have less penetration, and we believe, over the long term, that our business can effectively address these opportunities through new product development and scalable sales, marketing and administration. Our Board regularly reviews its governance practices and continues to believe that the current classified Board structure serves the best interests of all stockholders by supporting sustained focus on long-term value creation. Our classified Board structure allows us to maintain this long-term focus, compared to a declassified board, which may place greater emphasis on short-term considerations and annual election dynamics rather than the sustained execution of long-term strategy.
In addition, our classified board structure supports continuity by maintaining a Board comprised of experienced directors who are familiar with our business, strategic goals and objectives, history, culture, markets and industry. Our classified board structure also strengthens our ability to recruit high-quality directors, who are more willing to make the significant time
commitment to learn our operations, markets, industry and long-term growth strategy, with the assurance provided by a three-year term.
18 || 2026 PROXY STATEMENT
CORPORATE GOVERNANCE OVERVIEW
Hayward recognizes the importance of strong corporate governance in addressing the interests of our stockholders, employees, customers and other stakeholders, and for achieving our mission and long-term stockholder value. The following highlights certain of our corporate governance practices:
Independent Board Chair and CEO roles
Majority independent Board (8 of 9 directors)
Independent Audit, Compensation, and Nominating and Corporate Governance Committees
Board oversight of management succession planning
Board and Committee oversight of risk management
Maintain rigorous stock ownership guidelines for directors and executive officers
Advisory vote on executive compensation held annually
Annual vote to ratify appointment of independent registered public accounting firm
Each share of Company common stock is entitled to one vote on matters put to a stockholder vote
BOARD AND COMMITTEE STRUCTURE
Our Board has not adopted a formal policy with respect to the separation of the offices of CEO and Chairperson of the Board. Under our Corporate Governance Guidelines, our Board believes that, rather than having a rigid policy, it should determine, as and when appropriate upon consideration of all relevant factors and circumstances, whether the two offices should be separated. Currently, our leadership structure separates the offices of CEO and Chairperson of the Board, with Mr. Holleran serving as our CEO and Mr. Felice serving as non-executive Chairperson of the Board. The Board believes this is the most effective and appropriate leadership structure for the Board and the Company at this time.
To support effective governance, our Board delegates certain of its responsibilities to committees. We have three standing committees: the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below. The committee charter for each of the three standing
committees is available on our Investor Relations website, investor.hayward.com. In addition, from time to time, our Board may establish other committees to facilitate the management of our business or to address particular matters as they arise.
2026 PROXY STATEMENT || 19
Members serve on committees until their resignation or until otherwise determined by our Board. Committee membership is presented as of the date of this Proxy Statement.
Committee Composition
Name
Audit
Compensation
Nominating & Corporate Governance
Kevin Brown (FE)
Arthur Soucy (FE)
Lori Walker (FE)
Diane Dayhoff (FE)
Stephen Felice (C)
Kevin Holleran
Ronald Keating
Lawrence Silber
Edward Ward
Number of Meetings in 2025: 9 5 4
(C) Chairperson of the Board | (FE) Audit Committee Financial Expert |
AUDIT COMMITTEE Meetings in 2025: 9
Lori Walker (Chair)
Kevin Brown Diane Dayhoff Arthur Soucy
Overseeing the quality and integrity of the Company's financial statements, financial reporting process and earnings releases;
Appointing, compensating and overseeing the independent registered public accounting firm, including meeting separately with the auditors to discuss the scope and results of their work;
Overseeing the annual audit process, including reviewing and discussing with management and the auditors significant accounting and reporting matters, audit results and audit opinions;
Reviewing and discussing the Company's annual and quarterly financial statements with management and the auditors;
Providing oversight of the Company's capital structure, liquidity and key financial ratios;
Overseeing the Company's internal control environment, including advising management, internal audit and the external auditors on internal control matters and reviewing internal audit reports and the effectiveness of the internal audit function;
Reviewing and discussing significant changes to the Company's accounting policies with management and the external auditors;
Reviewing guidelines and policies governing the Company's risk assessment and risk management process;
Overseeing the effectiveness of the Company's systems for monitoring compliance with laws and regulations;
Reviewing and overseeing related-party transactions required to be disclosed in public filings in accordance with the Company's related-party transactions policy; and
Overseeing the integrity and security of the Company's information technology systems, processes, including periodically reviewing information security, cybersecurity and contingency plans.
20 || 2026 PROXY STATEMENT
COMPENSATION COMMITTEE Meetings in 2025: 5
Lawrence Silber (Chair)
Kevin Brown Stephen Felice Ronald Keating
Reviewing and establishing the Company's overall compensation strategy for its management and employees;
Annually reviewing and approving corporate goals and objectives relevant to the CEO's compensation, evaluating the CEO's performance, and approving, or recommending to the Board for approval, the CEO's compensation;
Reviewing and determining, or recommending to the Board for determination, the compensation of the Company's other executive officers;
Reviewing, assessing and making recommendations to the Board regarding the compensation of directors;
Reviewing, approving and overseeing the Company's compensation and benefits plans, including approving equity grants and awards;
Reviewing and approving employment, compensation, severance and change-in-control arrangements for executive officers;
Reviewing the Company's compensation policies and practices to assess whether they encourage excessive risk-taking;
Reviewing and discussing the relationship between compensation and the Company's risk management policies and practices and evaluating compensation features designed to mitigate risk; and
Reviewing and approving other policies and practices relating to the compensation of directors, officers and employees.
Compensation Committee Interlocks and Insider Participation
During 2025, our Compensation Committee was composed of Mr. Silber, Mr. Brown, Mr. Felice, and Mr. Keating. Other than Mr. Silber, who served as the Company's Chief Operating Officer from 2008 to 2012, none of the Compensation Committee members has served as an officer or employee of the Company or any of its subsidiaries, or has had, or currently has, a relationship with the Company required to be disclosed under Item 404 of Regulation S-K. None of our executive officers has served as a member of the board of directors, or as a member of the compensation committee or similar committee, of any entity that has one or more executive officers who served on our Board or Compensation Committee during 2025.
NOMINATING & CORPORATE GOVERNANCE COMMITTEE Meetings in 2025: 4
Stephen Felice (Chair)
Arthur Soucy Edward Ward
Identifying, selecting and recommending to the Board individuals for election to the Board and recommending the classes on which such nominees should serve;
Reviewing the Board's committee structure and making recommendations regarding director committee assignments;
Reviewing the Company's corporate governance guidelines and director-related policies and making recommendations to the Board;
Overseeing the Company's sustainability initiatives and reviewing policies relating to significant issues of corporate public responsibility;
Reviewing director practices and policies, including retirement policies, Board size, non-employee director service and Board meeting structure, and making recommendations to the Board;
Recommending and overseeing annual evaluation processes for the Board, the CEO and appropriate Board committees, including annually certifying that the performance of the CEO and other members of executive management is being appropriately evaluated;
Considering and reporting to the Board any questions of potential conflicts of interest involving directors;
Providing for new director orientation and continuing education;
Overseeing management's succession planning for senior management positions; and
Reviewing and assessing the adequacy of the Nominating and Corporate Governance Committee charter and recommending changes to the Board.
2026 PROXY STATEMENT || 21
DIRECTOR ENGAGEMENT
Our Board and the Audit, Compensation, and Nominating and Corporate Governance Committees meet at least four times each year. During Fiscal Year 2025, our Board held five meetings, the Audit Committee held nine meetings, the Compensation Committee held five meetings, and the Nominating and Corporate Governance Committee held four meetings. Each director serving on the Board in Fiscal Year 2025 attended more than 75% of the aggregate of the meetings of the Board and the meetings of all committees of the Board on which such director served during Fiscal Year 2025. Our non-employee directors met periodically during Fiscal Year 2025 without management present. Mr. Felice, the non-executive Chairperson of the Board, presided at all meetings of the non-management directors. Although we have no policy regarding director attendance at annual meetings of stockholders, directors are encouraged to attend. All directors serving on the Board during Fiscal Year 2025 attended the 2025 annual meeting of stockholders, except for Ronald Keating, whose appointment to the Board was approved at the annual meeting.
BOARD'S ROLES & RESPONSIBILITIES
Under the leadership of our CEO, senior management develops and executes our business strategy, manages our operations, and works to drive the success of our business by modeling our culture, establishing accountability, managing risk, and aligning the Company's organizational structure, operations, personnel, policies, and compliance efforts with our mission and strategy. The Board has primary responsibility for overseeing the development and execution of our business strategy. In fulfilling this responsibility, the Board engages directly with our CEO and senior management and regularly reviews the Company's strategic and operational priorities, competitive environment, market challenges, economic trends and regulatory developments.
The Board and its committees oversee the Company's corporate stewardship priorities as part of their broader oversight responsibilities, with each committee responsible for matters within its respective areas of oversight. The Nominating and Corporate Governance Committee oversees matters involving sustainability and social considerations, corporate governance policies and practices, the Company's Corporate Governance Guidelines, and the consideration of director candidates based on skills, qualifications and experience. The Audit Committee oversees matters involving ethics, compliance, and data privacy and cybersecurity risks. The Compensation Committee oversees matters involving employee and executive compensation programs and the Company's overall compensation strategy.
The Board, together with its committees, oversees the Company's risk profile through ongoing review and discussion as part of its regular activities throughout the year. In delegating authority to management, approving strategies, making decisions, and reviewing management reports, the Board considers, among other things, the risks facing the Company. While each committee oversees risks within its areas of responsibility, the full Board remains regularly informed through committee reports and other communications. The Board believes that this approach to risk oversight enables it to maintain flexibility
in leadership structure while continuing to provide effective oversight of risk.
22 || 2026 PROXY STATEMENT
The Board also oversees risk in specific areas through its committee structure, as described below:
BOARD OF DIRECTORS
NOMINATING & CORPORATE GOVERNANCE COMMITTEE
COMPENSATION COMMITTEE
Reviews and discusses with senior management significant risks affecting the Company, including matters escalated by its committees from within their respective areas of oversight.
AUDIT COMMITTEE
Oversees the Company's major financial and information technology risk exposures, including cybersecurity matters, and reviews management's process for identifying, monitoring, and managing such risks, as well as the Company's related risk management policies and contingency plans.
Oversees risks related to the Company's compensation plans and arrangements, including consideration of whether rewards and incentives encourage undue risk-taking by personnel.
Oversees management of risks associated with director independence, conflicts of interest, Board composition and organization, director succession planning, and corporate governance and sustainability.
Financial Reporting & Audit
Internal Controls
Compliance & Ethics
Technology & Cybersecurity
Compensation Strategy
Executive Compensation
Equity & Incentives
Risk Alignment
Board Composition
Governance Framework
Leadership Succession
Board Effectiveness
MANAGEMENT
Identifies and manages risks associated with significant business activities, integrates risk considerations into strategic decision-making, and reports on material risk matters to the Board and its committees.
As part of our annual compensation-related risk assessment, management, together with the Compensation Committee, evaluates whether risks arising from the Company's compensation policies and practices are reasonably likely to have
a material adverse effect on the Company. This assessment includes a review of both cash and equity incentive plans across executive and non-executive employee populations, as well as other compensation-related policies.
The assessment considers (i) material enterprise risks that could be exacerbated by compensation policies and practices and
(ii) potential risks arising from the design of compensation programs, including performance metrics, payout structures, pay mix and processes for verifying performance results.
The Compensation Committee regularly reviews the Company's compensation policies and practices to assess whether they appropriately balance risk and reward, and support the Company's business strategy without encouraging excessive risk-taking. At least annually, the Compensation Committee reviews and discusses the relationship between compensation
and the Company's risk management policies and practices. Based on these reviews, the Compensation Committee has concluded that the Company's compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Our Board, or a committee thereof as determined by our Board, is responsible for periodically reviewing succession planning for our executive officers, including our CEO. The goal of our Board is to maintain a long-term and ongoing program for effective senior leadership development and succession. On an annual basis, the Board reviews a succession assessment for our executive officers, including our NEOs. The assessment profiles potential successors and includes an evaluation
of strengths, development opportunities and overall readiness. We have a contingency plan in place for emergencies, such as the death, disability, or unexpected or sudden departure of an executive officer.
2026 PROXY STATEMENT || 23
BOARD EFFECTIVENESS
Our Board recognizes the importance of a robust self-assessment framework to maintain Board effectiveness and support each director in carrying out their responsibilities in furtherance of the Company's objectives. The Nominating and Corporate Governance Committee oversees the ongoing review of the performance of the Board, its committees, and individual directors, including oversight of the annual self-evaluation process and the review and implementation of the Company's Corporate Governance Guidelines.
Each year, directors participate in evaluations of the Board, each standing committee, and individual directors. These evaluations provide opportunities for individual feedback and collective discussion on key matters relating to the Board and the Company, including overall effectiveness and areas for improvement. The components of this self-evaluation process are described below.
1
2
3
4
5
6
Approach
Self-assessments may be conducted through written or oral questionnaires administered by Board members, management or third parties
Questionnaires
Each director receives the questionnaires and provides feedback
One-on-one Discussions
Independent Chairperson discusses results in one-on-one discussions with each director, encouraging candid feedback
Summary Review
Independent Chairperson reviews the summary and results of the evaluation process with the Nominating and Corporate Governance Committee
Feedback
Nominating and Corporate Governance Committee leads a discussion of the results with the Board in executive session to identify focus areas and proposed actions
Ongoing Efforts
Board implements any agreed-upon actions and is encouraged to provide ongoing feedback, which can be discussed at each regular meeting
The most recent annual evaluation process took place in the fourth quarter of 2025. Following individual one-on-one discussions and full Board discussions, the Board and each committee concluded that their performance, as well as the performance of individual directors, was effective.
The Company conducts orientation programs to familiarize new directors with the Company's business, strategy and policies and to assist new directors in developing Company- and industry-specific knowledge to support effective service on the Board. Directors also have access to additional orientation and educational opportunities upon assuming new or expanded responsibilities on the Board or its committees. Directors are expected to remain informed about issues affecting the Company and its industry, as well as developments relating to their responsibilities as directors. The Board encourages directors to participate annually in continuing education programs, and the Company reimburses directors for reasonable expenses incurred in connection with such participation. Continuing education is also provided through Board meetings, other Board discussion and as stand-alone informational sessions held outside of regular meetings.
24 || 2026 PROXY STATEMENT
Disclaimer
Hayward Holdings Inc. published this content on April 21, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 21, 2026 at 20:47 UTC.