DEF: Hayward Holdings Sets 2026 Annual Meeting Agenda

Sentiment:

Proxy Statement 2 April 2026 4:42 PM

Hayward Holdings, Inc. announces its 2026 annual meeting to elect directors, approve executive compensation, and ratify its independent auditor, following a year of strong financial performance.

Summary

Hayward Holdings, Inc. will hold its 2026 annual meeting virtually on Thursday, May 21, 2026, at 8:00 a.m. Eastern Time.
Stockholders will vote on the election of three Class II directors (Kevin Brown, Arthur Soucy, Lori Walker) to serve terms until the 2029 annual meeting.
An advisory vote will be held to approve the compensation of named executive officers for Fiscal Year 2025.
Stockholders will also vote to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
The company reported 2025 Net Sales of $1.12 billion, a 6.7% year-over-year increase, and Adjusted EBITDA of $299.3 million.
Net Income for 2025 was $151.6 million, with an Adjusted EBITDA Margin of 26.7% and Net Income Margin of 13.5%.
The annual cash incentive plan for 2025 achieved a 117.0% weighted payout, driven by strong performance in Adjusted EBITDA (114.5%), Net Sales (111.9%), and Cash Conversion Cycle (147.3%).
Executive compensation for 2025 was heavily weighted towards at-risk incentives, with 84% for the CEO and 69% for other named executive officers.
The 2023 Performance-Based Stock Units (PSUs) achieved a 55% payout for Return on Gross Invested Capital, but 0% for Adjusted EBITDA Margin, resulting in a partial payout for participating NEOs.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive and routine proxy statement, reflecting solid financial performance in 2025 and a well-structured governance and compensation framework. The strong annual incentive payouts and growth metrics are favorable, though the mixed results on the 2023 PSUs indicate some challenges in long-term profitability targets.

Positives

Achieved Net Sales of $1.12 billion in 2025, representing a 6.7% year-over-year increase.
Reported strong Adjusted EBITDA of $299.3 million and Net Income of $151.6 million for Fiscal Year 2025.
The 2025 annual cash incentive plan paid out at 117.0% of target, indicating strong achievement of short-term financial and operational objectives.
Cash Conversion Cycle performance significantly exceeded target at 147.3% payout for the annual incentive plan.
Over 60% of eligible North American products met ENERGY STAR criteria, demonstrating a commitment to energy efficiency and sustainability.
Maintains a strong corporate governance framework with an independent Board Chair, a majority independent Board (8 of 9 directors), and independent key committees.
The company's executive compensation program is heavily weighted towards performance-based and long-term incentives, aligning executive interests with stockholder value creation (84% at-risk for CEO, 69% for other NEOs).
Launched the Hayward Cares Workplace Giving program and achieved over 85% participation in its global employee engagement survey, indicating positive employee relations and community involvement.

Negatives

The Adjusted EBITDA Margin component of the 2023 Performance-Based Stock Units (PSUs) resulted in a 0% payout, indicating underperformance against that specific long-term metric for the period ending December 31, 2025.

Risks

Forward-looking statements are subject to risks, uncertainties, and other factors, many of which are beyond the company's control, that could cause actual results to differ materially.
The company undertakes no obligation to publicly update, revise, or correct any forward-looking statements, except as required by applicable federal securities laws.
Compensation policies and practices are regularly assessed for encouraging excessive risk-taking, though the Compensation Committee concluded they are not reasonably likely to have a material adverse effect.

Future Outlook

The company's classified Board structure is maintained to support stability, continuity, and a sustained focus on long-term value creation, enabling the pursuit of attractive product and geographic market opportunities. The 2025-2027 PSUs are designed to incentivize long-term value creation through Net Sales Annual Growth Rate, Adjusted EBITDA Margin, and Return on Gross Invested Capital, with payouts determined in early 2028. The 2024 PSUs will have their final payout determined in early 2027, subject to a three-year absolute TSR modifier.

Management Comments

Kevin P. Holleran, President, Chief Executive Officer and Director, stated, '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.'
Mr. Holleran also expressed, 'On behalf of the Company and the Board of Directors, we thank you for your continued support and investment in Hayward Holdings, Inc. We look forward to your participation in the Annual Meeting.'

Industry Context

StockSavvy.ai notes that Hayward Holdings' focus on energy-efficient and connected pool products aligns with broader industry trends towards smart home integration and sustainability in outdoor living. The company's diversified revenue mix across residential and commercial markets, and its emphasis on aftermarket demand, positions it well within the pool equipment sector, which can be influenced by outdoor living trends and replacement cycles. The peer group used for compensation benchmarking, including companies like Pentair plc and Pool Corporation, reflects the competitive landscape for executive talent and business within the water and outdoor living industries.

Comparison to Industry Standards

The company's 2025 Net Sales growth of 6.7% and Adjusted EBITDA Margin of 26.7% should be evaluated against the performance of its compensation peer group, which includes companies like Pentair plc, Pool Corporation, and Watts Water Technologies, Inc., to assess relative market leadership and operational efficiency.
The 2025-2027 PSU performance metrics (Net Sales Annual Growth Rate, Adjusted EBITDA Margin, Return on Gross Invested Capital) and the relative TSR modifier against the S&P SmallCap600 Industrials Index provide a direct comparison to broader industrial sector performance, indicating a commitment to competitive returns.
The 2023 PSU results, with a 0% payout for Adjusted EBITDA Margin and 55% for Return on Gross Invested Capital, suggest mixed performance against internal long-term targets, which warrants comparison to how industry peers managed profitability and capital efficiency during the same period, especially given 'macroeconomic challenges faced by the pool industry' mentioned in the filing.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director	NA	Ronald C. Keating	March 2025	Appointment to the Board.
Director (Armstrong World Industries, Inc.)	NA	Kevin P. Holleran	October 2025	Appointment to the board of another public company.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Leadership Structure	The Board maintains separate roles for CEO (Kevin Holleran) and Chairperson (Stephen Felice), believing this is the most effective structure at this time.	Current as of April 2, 2026	Enhances independent oversight and reduces potential conflicts of interest, aligning with best governance practices.
Board Composition	The Board is composed of nine members, with 89% being independent directors, and maintains a classified board structure with three classes of directors serving three-year terms.	Current as of April 2, 2026	Provides stability and continuity, supporting long-term strategic focus and director recruitment, while ensuring a strong independent voice.
Committee Independence	Audit, Compensation, and Nominating and Corporate Governance Committees are composed entirely of independent directors, meeting NYSE and SEC requirements.	Current as of April 2, 2026	Ensures objective oversight of financial reporting, executive compensation, and governance matters, strengthening accountability.
Stock Ownership Guidelines	Maintains rigorous stock ownership guidelines for directors and executive officers (e.g., CEO 5x annual base salary) to align interests with stockholders.	Current, with compliance deadline of February 10, 2026 or fifth anniversary of designation	Promotes long-term alignment between management/directors and stockholder interests, fostering a focus on sustainable value creation.
Incentive-Based Recovery Policy (Clawback)	Maintains a compensation clawback policy for executive officers, requiring recovery of incentive compensation in the event of a financial restatement.	Current as of April 2, 2026	Strengthens accountability and discourages misconduct related to financial reporting, aligning with regulatory requirements and good governance.

Legal Proceedings

Adjustments in Fiscal Year 2025 primarily include $4.3 million for the settlement in principle of securities class action litigation. Expenses beyond this amount are subject to insurance recoveries.

Related Party Transactions

Certain related parties may engage in commercial transactions with the company in the ordinary course of business, primarily for the purchase of merchandise. None of these transactions are considered material to either the parties or the company.

Stakeholder Impact

Shareholders: Direct impact through voting on director elections, executive compensation, and auditor ratification, influencing corporate governance and long-term value creation.
Employees: Compensation programs are designed to attract and retain top talent, with a focus on performance and long-term incentives. The company also emphasizes employee health, well-being, and engagement through surveys and giving programs.
Customers: The company's focus on energy-efficient, connected products and smart automation systems aims to enhance customer experience and drive long-term growth.
Suppliers: The company's commitment to a responsible supply chain and materials, along with operational excellence, impacts supplier relationships and practices.
Creditors: Consistent free cash flow supports strategic deleveraging, which is beneficial for creditors.

Next Steps

Stockholders to elect three Class II directors at the Annual Meeting on May 21, 2026.
Stockholders to cast an advisory vote on named executive officer compensation at the Annual Meeting.
Stockholders to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.
Final payout for 2024 PSUs to be determined in early 2027, following the completion of the three-year absolute TSR modifier period.
Final payout for 2025 PSUs to be determined in early 2028, following the completion of the three-year performance period.

Key Dates

Date	Description
1999	PricewaterhouseCoopers LLP began serving as the company's independent registered public accounting firm.
2008	Lawrence Silber served as Chief Operating Officer for Hayward Industries, Inc. until 2012.
2017	Kevin Brown became a Director in June. Arthur Soucy became a Director in December.
May 2018	Stephen Felice became a Director.
August 2019	Kevin Holleran became President, Chief Executive Officer, and Director.
November 2019	Lawrence Silber became a Director.
March 2021	Lori Walker and Diane Dayhoff became Directors.
May 12, 2021	Employment agreement entered with Susan Canning.
April 2022	Edward Ward became a Director.
May 16, 2022	Employment agreement entered with John Collins.
December 31, 2022	Fiscal year end for financial performance data.
December 31, 2023	Fiscal year end for financial performance data.
November 14, 2023	Relocation Agreement between Mr. Holleran and Hayward Industries, Inc.
April 15, 2024	Employment agreement effective for Eric Sejourne.
March 2025	Ronald Keating became a Director.
October 2025	Kevin Holleran appointed to the Board of Directors for Armstrong World Industries, Inc.
December 31, 2025	Fiscal year end for financial performance data and the performance period end for 2023 PSUs.
February 10, 2026	Deadline for executive officers to meet stock ownership guidelines.
March 20, 2026	Beneficial ownership reporting date.
March 25, 2026	Record Date for stockholders entitled to vote at the Annual Meeting.
April 2, 2026	Date of the Notice of Annual Meeting of Stockholders and initial mailing of proxy materials.
May 21, 2026	Date of the 2026 Annual Meeting of Stockholders.
December 31, 2026	Fiscal year end for which PwC's appointment is being ratified; end of TSR performance period for 2024 PSUs.
Early 2027	Final payout determination for 2024 PSUs following TSR modifier completion and certification.
December 3, 2026	Deadline for Rule 14a-8 stockholder proposals for the 2027 annual meeting.
January 21, 2027	Earliest date for advance notice stockholder proposals for the 2027 annual meeting.
February 20, 2027	Latest date for advance notice stockholder proposals for the 2027 annual meeting.
December 31, 2027	End of the three-year performance period for 2025 PSUs.
Early 2028	Final payout determination for 2025 PSUs.
2029	Terms for elected Class II directors expire at the annual meeting.

Recommendation

hold

The filing is a routine proxy statement outlining proposals for the upcoming annual meeting, executive compensation details, and auditor ratification. While it includes positive financial highlights for 2025 (e.g., Net Sales growth, strong Adjusted EBITDA), these are historical results already known from previous filings (e.g., 10-K). The compensation details, while showing strong annual incentive payouts, also reveal mixed results for some long-term PSU targets. There are no new material strategic announcements, significant management changes, or unexpected financial guidance that would typically trigger a 'buy' or 'sell' recommendation. The information reinforces the company's ongoing operations and governance, suggesting a 'hold' position for investors awaiting more substantive operational or strategic updates.

Keywords

Hayward Holdings, SEC Filing, Proxy Statement, Annual Meeting, Executive Compensation, Director Election, PricewaterhouseCoopers, Financial Performance, Net Sales, Adjusted EBITDA, Corporate Governance, Stockholder Vote, Pool Equipment, Sustainability, Risk Management

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