DEF 14A: Hayward Holdings Sets Date for 2024 Annual Stockholders Meeting

Hayward Holdings will hold its 2024 annual meeting of stockholders virtually on May 30, 2024, to vote on director elections, executive compensation, and the ratification of its accounting firm.

Summary

• Hayward Holdings, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on May 30, 2024, at 8:00 a.m. Eastern Time.
• Stockholders will vote on the election of five directors, an advisory vote on executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The Board of Directors recommends voting for the election of all director nominees, the approval of executive compensation, and the ratification of PricewaterhouseCoopers LLP.
• The record date for determining stockholders eligible to vote at the Annual Meeting was April 2, 2024.
• The proxy materials were first made available on the internet and mailed to stockholders on April 17, 2024.
• The company highlights its commitment to corporate governance, sustainability, and diversity.
• In 2023, Hayward received a Regional Top Rated award for ESG performance by Morningstar Sustainalytics and MSCI upgraded its ESG rating from triple B to A.

Sentiment

Score: 6

Explanation: The document presents a mixed sentiment. While it highlights positive corporate governance and sustainability initiatives, it also acknowledges a decrease in financial performance metrics and the failure to meet bonus targets.

Positives

• The company is committed to enhancing accessibility and reducing costs by holding a virtual annual meeting.
• Hayward received the 2023 ENERGY STAR Excellence in Marketing Award.
• Hayward received ENERGY STAR certification for all its full-featured variable-speed pumps.
• The company increased the global percentage of women in management roles to 18% from 12% in 2021.
• Hayward achieved 96% certification by employees of their understanding and commitment to comply with the Business Ethics and Code of Conduct Policy and Whistleblower Policy.
• Hayward received a Regional Top Rated award for ESG performance by Morningstar Sustainalytics and MSCI upgraded its ESG rating from triple B to A.
• The company launched its first stockholder outreach program to gather feedback on corporate governance, executive compensation, and sustainability initiatives.

Negatives

• Adjusted EBITDA decreased by 32.7% for the full Fiscal Year 2023.
• Adjusted EBITDA margin decreased by 310 basis points for the full Fiscal Year 2023.
• No bonuses were earned by named executive officers under the annual incentive plan due to not meeting threshold performance levels for adjusted EBITDA, adjusted free cash flow and ESG targets.

Risks

• The document mentions uncertain macroeconomic environment, poor weather, and the impact geopolitical conflicts on our business, our employees and our suppliers and customers, among other risks facing the Company.

Future Outlook

The company is in the process of refining its data collection processes and setting goals for its priority Sustainability topics, aiming to reduce environmental impact and create long-term value.

Management Comments

• Kevin Holleran led the global organization in a year characterized by macroeconomic impacts on the consumer and post-pandemic normalization across the pool industry while supporting our customers and expanding commercial relationships.
• With his continued guidance and focus on maintaining a safe work environment for all employees, North Carolina facilities were awarded Highly Protected Risk status by Factory Mutual Insurance Company, a leading commercial property insurer of the worlds largest businesses, for meeting the highest property protection industry standards.
• Under the financial stewardship of Eifion Jones, Haywards Chief Financial Officer, we achieved strong financial and operating results amid lower sales volumes with gross profit margin expansion to a post-IPO record of 48.1% and cash provided by operating activities increasing 59% in 2023.
• John Collins led Haywards global operations team for nearly all of 2023 before moving to his current Chief Commercial Officer responsibilities.
• In his time leading global operations, Mr. Collins drove lean manufacturing and continuous improvement capabilities in 2023, rightsizing production levels and cost structure, consolidating Haywards vertically integrated manufacturing footprint and investing in automation.
• In addition to her legal and corporate communications leadership, Susan Canning, our Chief Legal Officer, assumed additional organizational responsibilities by leading the global human resources function throughout 2023, driving pay for performance and sustainability initiatives while also successfully launching an enhanced information system and transitioning the European manufacturing workforce consistent with our operations footprint.
• Fernando Blasco was recognized for his leadership contributions in Europe as the region relocated manufacturing from Madrid to Barcelona, significantly reducing operational risk.

Industry Context

The document reflects a growing emphasis on sustainability and corporate social responsibility within the industry, as evidenced by Hayward's ESG initiatives and disclosures.

Comparison to Industry Standards

• The peer group approved by the compensation committee in Fiscal Year 2023 for use in benchmarking compensation was as follows: 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., Leslies, Inc., The Toro Company.

Stakeholder Impact

• The outcome of the votes on director elections and executive compensation will directly impact shareholders.
• The company's sustainability initiatives and ethical conduct policies affect employees, customers, and the communities in which it operates.

Next Steps

• Stockholders are urged to vote on the proposals outlined in the proxy statement.
• The company will continue to refine its data collection processes and set goals for its priority Sustainability topics.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Corporate Governance, Executive Compensation, Board of Directors, Sustainability, Director Election, PricewaterhouseCoopers, Stockholders