Hayward Holdings Annual Meeting: Virtual, Director Election & Pay Vote

Ticker: HAYW · Form: DEF 14A · Filed: Apr 17, 2024 · CIK: 1834622

Hayward Holdings, INC. DEF 14A Filing Summary
FieldDetail
CompanyHayward Holdings, INC. (HAYW)
Form TypeDEF 14A
Filed DateApr 17, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$0.001
Sentimentneutral

Sentiment: neutral

Topics: annual-meeting, proxy-statement, corporate-governance, director-election

Related Tickers: HAYW

TL;DR

Hayward Holdings 2024 annual meeting is May 30th, virtual only. Vote on directors & exec pay.

AI Summary

Hayward Holdings, Inc. will hold its 2024 annual meeting of stockholders virtually on May 30, 2024, at 8:00 a.m. ET. Stockholders will vote on electing five director nominees and will have an advisory vote on the compensation of named executive officers. The virtual format aims to increase accessibility and reduce costs and environmental impact.

Why It Matters

This filing details the agenda for Hayward Holdings' annual meeting, informing shareholders about key votes on board composition and executive compensation, which can impact company strategy and investor confidence.

Risk Assessment

Risk Level: low — This is a standard annual meeting proxy statement outlining routine corporate governance matters.

Key Numbers

Key Players & Entities

FAQ

When and how will the 2024 annual meeting of stockholders be held?

The 2024 annual meeting will be held virtually via live webcast on Thursday, May 30, 2024, at 8:00 a.m. Eastern Time, accessible at www.virtualshareholdermeeting.com/HAYW2024.

What are the main items of business for the annual meeting?

The main items are to elect five director nominees and to approve, on an advisory basis, the compensation of the named executive officers.

Why did Hayward Holdings choose a virtual meeting format?

The company chose a virtual format to enhance accessibility, enable attendance for all stockholders, reduce costs, and lessen the environmental footprint.

What is the fiscal year end for which the annual meeting is being held?

The annual meeting is for the fiscal year ended December 31, 2023.

How can stockholders participate and vote in the virtual meeting?

Stockholders can attend and participate online, vote their shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/HAYW2024.

Filing Stats: 4,567 words · 18 min read · ~15 pages · Grade level 14.5 · Accepted 2024-04-17 08:28:34

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 28 Compensation Discussion and Analysis 28 Compensation Philosophy and Objectives 28 Key Compensation Practices 29 Determination of Executive Compensation and Compensation Practices 30 Elements of the Company's Executive Compensation Program 31 Hedging and Pledging Policies, Derivatives Trading 38 Stock Ownership Guidelines 38 Incentive Based Recovery Policy 38 REPORT OF THE COMPENSATION COMMITTEE 39 Summary Compensation Table 40 Grants of Plan-Based Awards Table-Fiscal Year 2023 42 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 43 Outstanding Equity Awards at Fiscal Year-End Table 44 Option Exercises and Stock Vested-Fiscal Year 2023 46 Employee Deferred Compensation 46 Summary of Potential Payments and Benefits-Termination Events 47 Summary of Potential Payments Upon Termination or Change in Control 48 Pay Versus Performance 49 CEO Pay Ratio 52 PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 53 Fees Paid to the Independent Registered Public Accounting Firm 53 Auditor Independence 53 Pre-Approval Policies and Procedures 53 Vote Required 54 REPORT OF THE AUDIT COMMITTEE 55

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 56 Section 16 Reports 57 RELATED – PERSON TRANSACTIONS 58 Amended and Restated Stockholders Agreement 58 Arrangements with our Directors and Officers 58 Purchases of Products in the Ordinary Course of Business 59 ADDITIONAL INFORMATION 60 2023 Annual Report and SEC Filings 60 Special Note Regarding Forward-Looking Statements 60 OTHER MATTERS 61 APPENDIX A – ANNUAL INCENTIVE PLAN PERFORMANCE MEASURES A-1 -ii- PROXY SUMMARY You are receiving this proxy statement and the accompanying form of proxy in connection with the solicitation of proxies by the Board of Directors of Hayward Holdings, Inc., a Delaware corporation, for use at the 2024 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 2023" refers to the year ended December 31, 2023. 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 Annual Meeting, corporate governance, executive compensation, and fiscal year 2023 financial performance. For more information about these topics, please see the more detailed sections of this proxy statement and 2023 annual report (the "2023 Annual Report"). THE ANNUAL MEETING 2024 Annual Meeting of the Stockholders Thursday, May 30, 2024 8:00 a.m. Eastern Time www.virtualshareholdermeeting.com/HAYW2024 Record Date: April 2, 2024 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 HAYWARD FOR 2023 Global leader in pool and outdoor living technology with a highly recognized

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