UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A 

Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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

Check the appropriate box:

Hayward Holdings, Inc. 

(Name of Registrant as Specified In Its Charter)

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

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

April 17, 2024

To the Stockholders of Hayward Holdings, Inc.:

You are cordially invited to attend the 2024 annual meeting of stockholders of Hayward Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 2023 (the “Annual Meeting”), to be held virtually via live webcast on Thursday, May 30, 2024, at 8:00 a.m. Eastern Time. You can attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HAYW2024.

Our decision to hold the Annual Meeting virtually is driven by our commitment to enhancing accessibility and enabling attendance for all stockholders. This format not only reduces costs but also lessens the environmental footprint traditionally linked with physical meetings.

During the Annual Meeting you will be asked to (i) elect as directors the five nominees identified in the accompanying proxy statement to serve until the end of their respective specified terms 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 our independent registered public accounting firm for our fiscal year ending December 31, 2024; 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 can vote promptly and submit your proxy via the internet, by telephone, or by completing and mailing a proxy card. Instructions on how to vote are found in the “Q&A—How do I Vote” section of the Proxy Statement.

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.

Sincerely,

Kevin P. Holleran

President, Chief Executive Officer and Director

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
	May 30, 2024			8:00 AM ET		Virtual meeting at www.virtualshareholdermeeting.com/HAYW2024
You can attend and participate in the 2024 annual meeting of stockholders of Hayward Holdings, Inc. (the “Annual Meeting”) online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HAYW2024. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card to access the Annual Meeting platform. Smart phone users can point your camera to the QR code provided in your Notice and vote without entering a control number.
		MEETING AGENDA
	1.	Elect three nominees identified in the accompanying proxy statement as Class III directors for three-year terms expiring in 2027, one nominee identified in the accompanying proxy statement as a Class II director for a two-year term expiring in 2026, and one nominee identified in the accompanying proxy statement as a Class I director for a one-year term expiring in 2025, and, in each case, until a successor is duly elected and qualified;
	2.	To approve, on an advisory basis, the compensation of our named executive officers;
	3.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024; and
	4.	To transact such other business as may properly come before the Annual Meeting or any postponements, adjournments, or continuations thereof.
		RECORD DATE
Our Board of Directors has fixed the close of business on April 2, 2024 as the record date (the “Record Date”) for the Annual Meeting. Only stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting. Each share of common stock that you own represents one vote for each of the matters to be acted upon at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
		MATERIALS FOR REVIEW
We are again electronically disseminating Annual Meeting materials to our stockholders, as permitted under the “Notice and Access” rules approved by the U.S. Securities and Exchange Commission. Stockholders will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred. We encourage you to review these materials in preparation for the Annual Meeting.
		WAYS TO VOTE
Stockholders may vote in advance of the Annual Meeting:   •            By internet at www.proxyvote.com •            By toll-free telephone at 1-800-690-6903 •            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   Voting at the Annual Meeting:  •            By attending the virtual meeting •            If you previously voted, you may still vote online at the Annual Meeting            By order of the Board of Directors,   Susan M. Canning  Senior Vice President, Chief Legal Officer, and Corporate Secretary							YOUR VOTE IS IMPORTANT.  Whether or not you plan to attend the virtual Annual Meeting, you are urged to vote and submit your proxy as soon as possible by following the voting procedures described in these proxy materials.

TABLE OF CONTENTS

(continued)

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 brand

Strong, recurring aftermarket sales driven by one of the largest installed bases in the world

Energy-efficient, environmentally sustainable products catering to increased focus on outdoor living

Industry-leading smart home technology (Omni) for increased pool owner connectivity and automation

(1) Aftermarket sales represent the ongoing repair, replacement, remodeling and upgrading of equipment for existing pools.

	OVERVIEW OF BOARD OF DIRECTORS DIVERSITY AND EXPERIENCE
0-2 YEARS		2-5 YEARS	5+ YEARS	30s	40s	50s	60s	WHITE	AFRICAN- AMERICAN	MALE	FEMALE

OVERVIEW OF DIRECTOR SKILLS

-------------------

*

Technical Experience (direct experience to subject matter during career)

Managerial Experience (knowledge from direct managerial experience)

OVERVIEW OF 2023 EXECUTIVE COMPENSATION

Our Named Executive Officers (“NEOs”)

Our Compensation Philosophy and Key Practices

Attract and Retain Top Executive Talent	Align Corporate and Financial Objectives	Align Long-Term Interests of Executives and Stockholders	Drive Market-Leading Performance

Our Key Executive Compensation Elements and Mix

VOTING MATTERS AND BOARD RECOMMENDATIONS

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

On April 17, 2024, proxy materials or a Notice of Internet Availability for the Annual Meeting (the “Notice”) were first made available on the internet at www.proxyvote.com and mailed to our stockholders.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

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

WHY ARE YOU HOLDING A VIRTUAL ANNUAL MEETING AND HOW CAN STOCKHOLDERS ATTEND?

We will be hosting the Annual Meeting via live webcast only. We believe hosting our Annual Meeting virtually helps to expand access, facilitate stockholder attendance, reduce costs and enable improved communication. It also reduces the environmental impact of our Annual Meeting. To participate in our virtual Annual Meeting, visit www.virtualshareholdermeeting.com/HAYW2024 with your 16-digit control number included in the Notice if you are a stockholder of record of shares of common stock (or on your proxy card if you are a stockholder of record and requested paper copies of the Annual Meeting materials), or included with your voting instructions received from your broker, bank or other nominee if you are a street name stockholder, as described below.

The Annual Meeting live webcast will begin promptly at 8:00 a.m., Eastern Time, on Thursday, May 30, 2024. Stockholders may vote and submit questions while attending the meeting online. We encourage you to join the meeting prior to the start time. Online check-in will begin at 7:45 a.m., Eastern Time. Participants should allow plenty of time to log in and confirm that they can hear streaming audio prior to the start of the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number: 844-986-0822 (U.S.) or +1-303-562-9302 (international).

WHAT MATTERS AM I VOTING ON AND HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?

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

WHO IS ENTITLED TO VOTE?

Holders of our common stock, par value $0.001 (our “common stock”), as of the close of business on the Record Date will be entitled to one vote for each share of our common stock held by them on the Record Date with respect to all matters to be acted upon at the Annual Meeting. As of the Record Date, there were 214,716,389 shares of our common stock outstanding and entitled to be voted at the Annual Meeting, which does not include 28,666,369 shares held by the Company in treasury.

WHO ARE STOCKHOLDERS OF RECORD?

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

WHO ARE STREET NAME STOCKHOLDERS?

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

HOW MANY VOTES ARE NEEDED FOR APPROVAL OF EACH PROPOSAL?

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

WHAT IS A QUORUM?

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

HOW DO I VOTE?

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

Voting via the internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. Voting early will help avoid additional solicitation costs and will not prevent you from voting electronically during the annual meeting if you wish to do so.

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

CAN I CHANGE MY VOTE?

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

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

WHAT IS THE EFFECT OF GIVING A PROXY?

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

WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS?

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this proxy statement and our 2023 Annual Report, primarily via the Internet. The Notice containing instructions on how to access this proxy statement and our 2023 Annual Report is first being mailed on or about April 17, 2024 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and the cost of our Annual Meeting.

HOW ARE PROXIES SOLICITED FOR THE ANNUAL MEETING?

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

HOW MAY MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES IF I FAIL TO PROVIDE TIMELY DIRECTIONS?

Brokers, banks and other nominees holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on the proposal to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for our fiscal year ending December 31, 2024. Your broker, bank or other nominee will not have discretion to vote on the election of directors or the frequency of future stockholder advisory votes to approve the compensation of the named executive officers absent direction from you. If the broker, bank or other nominee that holds your shares in street name returns a proxy card without voting on a non-routine proposal because it did not receive voting instructions from you on that proposal, this is referred to as a “broker non-vote.” Broker non-votes are considered in determining whether a quorum exists at the Annual Meeting. The effect of broker non-votes on the outcome of each proposal to be voted on at the Annual Meeting is explained above.

WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?

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

I SHARE AN ADDRESS WITH ANOTHER STOCKHOLDER, AND WE RECEIVED ONLY ONE PAPER COPY OF THE PROXY MATERIALS. HOW MAY I OBTAIN AN ADDITIONAL COPY OF THE PROXY MATERIALS?

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

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

WHAT IS THE DEADLINE TO PROPOSE STOCKHOLDER ACTIONS AND DIRECTOR NOMINATIONS FOR CONSIDERATION AT NEXT YEAR’S ANNUAL MEETING OF STOCKHOLDERS?

Rule 14a-8 Stockholder Proposals

As prescribed by Rule 14a-8 under the Exchange Act, qualifying stockholders may present proper proposals for inclusion in our proxy statement for consideration at next year’s annual meeting of stockholders. For a Rule 14a-8 stockholder proposal to be timely and considered for inclusion in our proxy statement for our 2025 annual meeting of stockholders, the proposal must comply with all applicable requirements of Rule 14a-8, including with respect to ownership of our common stock, and our Corporate Secretary must receive the written proposal at our principal executive offices by the deadline prescribed by Rule 14a-8 under the Exchange Act (provided that the 2025 Annual Meeting is not held more than 30 days from the first anniversary of the 2024 Annual Meeting, the applicable deadline will be December 18, 2024). Stockholder proposals should be addressed to: Hayward Holdings, Inc., Attention: Corporate Secretary, at the mailing address of our principal executive offices.

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

Advance Notice Stockholder Proposals

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proper proposal, including director nominations, before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Any such advance notice stockholder proposal, including director nominations, must comply with all of the requirements set forth in our certificate of incorporation, our bylaws and applicable laws, rules and regulations. Our bylaws provide that, for business to be properly brought before an annual meeting by a stockholder, among other requirements specified therein, (i) the stockholder must be a stockholder of record at the time of the giving of the notice and at the time of the meeting, (ii) the stockholder must be entitled to vote at, and must be present at, the meeting, (iii) the business must be a proper matter for stockholder action and (iv) the stockholder must give timely written notice to our Corporate Secretary, and the notice must contain the information specified in our bylaws. For an advance notice stockholder proposal, including director nominations, to be timely for our 2025 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices at the address listed above:

In the event that we hold our 2025 annual meeting of stockholders more than 30 days before or after the one-year anniversary of the Annual Meeting, notice of an advance notice stockholder proposal must be received on or before ten days after the day on which the date of the 2025 annual meeting is first disclosed in a public announcement.

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

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

HOW CAN I ACCESS THE BYLAWS?

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

BOARD OF DIRECTORS

BOARD OF DIRECTORS COMPOSITION

We are managed under the direction of our Board of Directors (our “Board of Directors” or the “Board”), which is currently composed of nine members. The authorized number of directors comprising our Board of Directors may not be less than three or not more than fifteen, with the actual number to be fixed from time to time by resolution of our Board of Directors, subject to the terms of our certificate of incorporation and bylaws. The general expectation is that the Board will consist of approximately nine directors, although the Board will periodically review the appropriate size of the Board and mix of directors serving on the Board.

Our certificate of incorporation provides for a Board of Directors comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. 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 Board of Directors is divided among the three classes, currently as follows:

Our certificate of incorporation provides that the number of directors serving in the three classes are to be as nearly equal as possible. As a result of the departure of directors over the past several years and the consequent reduction in the size of our Board of Directors, the number of directors serving in the three classes is no longer equal. At the Annual Meeting, we are seeking to rebalance the classes of directors to achieve a more equal distribution of directors among classes. To avoid extending any director’s term beyond the initial three-year period, we believe it is appropriate to realign classes through the election of directors by the stockholders at the Annual Meeting. As such, Diane Dayhoff, Stephen Felice and Kevin Holleran are each being nominated to a three-year term expiring at the 2027 annual meeting. Lori Walker is being nominated for a two-year term expiring at the 2026 annual meeting, after which Ms. Walker would be considered a Class II director. Lawrence Silber is being nominated for a one-year term expiring at the 2025 annual meeting, after which Mr. Silber would be considered a Class I director. If all the directors nominated for reelection are elected for such terms as proposed, the effect will be that the Company will have, following the Annual Meeting, three Class I directors, with terms expiring at the 2025 annual meeting, three Class II directors, with terms expiring at the 2026 annual meeting, and three Class III directors, with terms expiring at the 2027 annual meeting.

Our directors’ comprehensive set of skills and diverse backgrounds are designed to enable effective oversight of our business strategy and our corporate governance practices. Our continuing directors and nominees consist of individuals with a diversity of gender, ethnicity, skills and experiences, with directors who identify as female representing approximately 22% of the Board, and directors who identify as racially diverse representing approximately 11% of the Board. The average tenure for our continuing directors and nominees is approximately 4.4 years.

INFORMATION REGARDING DIRECTORS AND NOMINEES

The following table sets forth the names, ages as of April 17, 2024, and certain other information for each nominee for election as a director at the Annual Meeting, for each member of our Board of Directors whose term expires at the Annual Meeting and for each of the continuing members of our Board of Directors. Full biographical information of the nominees and continuing directors follows the table.NAME

NOMINEES FOR DIRECTOR

Nominee to Serve as Class II Director for Term Expiring in 2026

Nominee to Serve as Class I Director for Term Expiring in 2025

CONTINUING DIRECTORS

Class I Continuing Directors with Terms Expiring in 2025

Class II Continuing Directors with Terms Expiring in 2026

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Our Board of Directors is currently composed of nine members. In accordance with our certificate of incorporation, our Board of Directors is divided into three classes of directors. At the Annual Meeting, we are seeking to rebalance the classes of directors to achieve a more equal distribution of directors among classes. Three nominees will be elected as Class III directors for a three-year term, one nominee will be elected as a Class II director for a two-year term, and one nominee will be elected as a Class I director for a one-year term.

NOMINEES 

Our nominating and corporate governance committee has recommended, and our Board of Directors has approved Diane Dayhoff, Stephen Felice, Kevin Holleran as nominees for election as Class III directors, Lori Walker as a nominee for election as a Class II director, and Lawrence Silber as a nominee for election as a Class I director at the Annual Meeting. If elected, each of Ms. Dayhoff, Mr. Felice, and Mr. Holleran will serve as Class III directors until our 2027 annual meeting of stockholders, Ms. Walker will serve as a Class II director until our 2026 annual meeting of stockholders, and Mr. Silber will serve as a Class I director until our 2025 annual meeting of stockholders, and, in each case, until their successors are duly elected and qualified, or until their earlier death, resignation, disqualification or removal. Each of the nominees is currently on the Board of Directors and has agreed to serve if elected. For information concerning the nominees, please see “Board of Directors—Nominees for Director.”

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

VOTE REQUIRED: RECOMMENDATION OF THE BOARD OF DIRECTORS 

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

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF DIANE DAYHOFF, STEPHEN FELICE AND KEVIN HOLLERAN AS CLASS III DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2027, LORI WALKER AS A CLASS II DIRECTOR FOR A TWO-YEAR TERM EXPIRING IN 2026, AND LAWRENCE SILBER AS A CLASS I DIRECTOR FOR A ONE-YEAR TERM EXPIRING IN 2025.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE OVERVIEW AND FISCAL YEAR 2023 HIGHLIGHTS  

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

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

SUSTAINABILITY AT HAYWARD 

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

2023 Sustainability Highlights

Our Sustainability framework, established following our inaugural assessment in 2021, sets the foundation for our principle-based approach to integrating these values across our business. Guiding our strategy and the implementation of Sustainability initiatives are our four pillars: Products, Planet, People and Principles. Championing our core Sustainability values, we are committed to providing innovative and environmentally sustainable products, upholding responsible manufacturing practices, fostering a safe and inclusive workplace and maintaining strong governance and compliance practices.

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

In 2023, we received a “Regional Top Rated” award for ESG performance by Morningstar Sustainalytics, a leading ESG research, ratings and data firm, and MSCI upgraded our ESG rating from “triple B” to “A”, reflecting Hayward’s exceptional leadership among global peers in areas such as business ethics and corporate governance practices.

To enable good governance, our Sustainability strategy is governed by our Board of Directors through the nominating and corporate governance committee. Management’s committee in charge of Sustainability comprises members of the senior leadership team and meets on a monthly cadence to oversee our Sustainability efforts. We are committed to transparency and communications to our stakeholders.

BOARD LEADERSHIP

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

DIRECTOR INDEPENDENCE

Prior to March 3, 2023, we were a “controlled company” within the meaning of the New York Stock Exchange’s (“NYSE”) corporate governance standards because more than 50% of the voting power of our common stock was held by investment funds affiliated with CCMP Capital Advisors, L.P. (“CCMP”) and MSD Partners, L.P. (“MSD,” and together with CCMP, the “Sponsors”) and Alberta Investment Management Corp (“AIMCo”). As a result of a series of sales of our common stock by certain of the Sponsors, the Sponsors no longer hold a majority of the outstanding shares of our common stock. Therefore, we are no longer a “controlled company” within the meaning of the NYSE’s corporate governance standards. Pursuant to these standards, our compensation committee and nominating and corporate governance committee of our Board were composed entirely of independent directors as of June 1, 2023, and our Board is composed of a majority of independent directors.

Also, per the NYSE corporate governance standards, a director employed by us cannot be deemed an “independent director,” and each other director will qualify as “independent” only if our Board of Directors affirmatively determines that he or she has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. In making such determinations, the Board of Directors considered that (i) Mr. Bertrand is a director of, and Mr. Brown is a partner of, MSD, which was formerly a member of a group of shareholders that held a majority of our common stock and continues to hold a significant portion of our common stock and (ii) certain directors serve as directors of other companies with which we engage from time to time in the ordinary course of business and, in accordance with our independence standards, and determined that none of these relationships were material or impaired the independence of any of our directors. The fact that a director may own our capital stock is not, by itself, considered a material relationship. Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors has affirmatively determined that each of Mr. Bertrand, Mr. Brown, Ms. Dayhoff, Mr. Felice, Mr. Silber, Mr. Soucy, Ms. Walker and Mr. Ward are independent in accordance with the NYSE rules and our Corporate Governance Guidelines. There are no family relationships among any of our directors or executive officers.

In addition, our Board of Directors has determined that Ms. Dayhoff, Mr. Soucy and Ms. Walker each satisfy the additional independence requirements for audit committee members under the listing standards of the NYSE and Rule 10A-3 of the Exchange Act. Ms. Dayhoff, Mr. Soucy and Ms. Walker have also been determined to be audit committee “financial experts” as defined under SEC rules. All members of the audit committee can read and understand fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate. Further, our Board of Directors has determined that each of the members of our compensation committee meets the additional independence criteria for membership on a compensation committee under NYSE rules.

MEETINGS OF THE BOARD OF DIRECTORS

Our Board of Directors held five meetings (including regularly scheduled and special meetings) during Fiscal Year 2023. Each director attended more than 75% of the aggregate of the meetings of the Board and of meetings held by all committees of the board on which such director served during Fiscal Year 2023. Our non-employee directors met by themselves, without management present, periodically throughout Fiscal Year 2023. Mr. Felice, the non-executive Chairperson of the Board, presides at all meetings of non-management directors. Although we have no policy with respect to director attendance of annual meetings of stockholders, directors are encouraged to attend. All of our directors elected at the 2023 annual meeting of stockholders and all of the directors who continued to serve on the Board of Directors following the 2023 annual meeting attended the 2023 annual meeting.

BOARD COMMITTEES

Our Board of Directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. A copy of each of the three standing committee’s charter is posted on the investor relations—governance section of our website, www.global.hayward.com. In addition, from time to time, our Board of Directors may establish other committees to facilitate the management of our business or to address particular matters as they arise. Members serve on committees until their resignation or until otherwise determined by our Board of Directors. Committee membership presented in this proxy statement is as of December 31, 2023.

MEMBERSHIP AND FUNCTIONS OF THE COMMITTEES OF THE BOARD

CORPORATE GOVERNANCE GUIDELINES

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

Our Corporate Governance Guidelines address items such as: 

IDENTIFICATION AND EVALUATION OF NOMINEES FOR DIRECTORS, BOARD DIVERSITY

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

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

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

SUMMARY OF DIRECTOR SKILLS, COMPETENCIES AND ATTRIBUTES

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

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

CODE OF ETHICS FOR SENIOR EXECUTIVE AND FINANCIAL OFFICERS AND BUSINESS CONDUCT POLICY

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

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

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

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

RELATED-PARTY TRANSACTION POLICY

We have adopted a written policy with respect to the review, approval and ratification of related-party transactions. Under the policy, the audit committee is responsible for reviewing and approving related-party transactions. The policy applies to transactions, arrangements and relationships (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which the aggregate amount involved exceeds, or may be expected to exceed, $120,000 with respect to any fiscal year, and where we (or one of our subsidiaries) are a participant and in which a related-party has or will have a direct or indirect material interest. In the event a proposed related-party transaction is expected to be less than $500,000, the chairperson of the audit committee has the authority to pre-approve or ratify the transaction. In the course of reviewing potential related-party transactions, the audit committee considers, among other factors it deems appropriate, whether the related-party transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related-person’s interest in the transaction. In addition, the Board of Directors has reviewed and designated certain types of related-party transactions that will be deemed pre-approved by the audit committee: certain employment arrangements with executive officers if the related compensation is required to be reported in the Company’s proxy statement; director compensation arrangements if such compensation is required to be reported in the Company’s proxy statement; certain transactions with other companies where the related person’s only relationship is as a director of that company, beneficial owner of less than 10% of that company’s equity securities or limited partner with a less than 10% interest; certain transactions where all stockholders receive proportional benefits; transactions involving competitive bids; certain regulated transactions; and certain banking-related transactions.

ROLE OF THE BOARD IN RISK OVERSIGHT

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

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board of Directors keeps itself regularly informed regarding such risks through committee reports and otherwise. In particular, throughout Fiscal Year 2023 and currently, our Board of Directors regularly received and continues to receive updates from management on 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.

ROLE OF THE BOARD IN SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY OVERSIGHT

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

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

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

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

NON-EMPLOYEE DIRECTOR COMPENSATION

Fiscal Year 2023 Director Compensation Table

The following table sets forth information regarding the compensation earned for service on our Board of Directors, during the year ended December 31, 2023 by the directors who were not also named executive officers. Mr. Holleran did not receive any additional compensation for his service on the Board of Directors during the year ended December 31, 2023. Mr. Holleran’s compensation for the year ended December 31, 2023 is set forth under “Executive Compensation—Summary Compensation Table.”

Prior to January 1st of any year, a covered non-employee director may elect to receive his or her annual cash retainer in the form of RSUs that vest on December 31st of that year (or such other date as determined by the Board of Directors or compensation committee), subject to continued service as a director through the vesting date. The amount of RSUs a director who makes such an election receives is equal to the cash value of his or her retainer divided by the closing share price on the date of the grant.

Director Compensation Program

In connection with our IPO, our Board of Directors adopted a non-employee director compensation policy, which covers non-employee directors who are not affiliated with our Sponsors. The non-employee director compensation policy includes an annual cash retainer and an annual grant of RSUs. Under this policy, for Fiscal Year 2023, each covered non-employee director received an annual cash retainer for service to our Board of Directors and an additional annual cash retainer for service on any committee of our Board of Directors or for serving as the chairperson of our Board of Directors or any of its committees, in each case, prorated for partial years of service, as follows:

The annual cash retainers, including the cash retainers for service on a committee, are paid in four equal quarterly installments during the year.

Non-employee directors who were members of any special committee in 2023 were entitled to a fee of $2,500 for each special committee meeting. However, no special committee meetings were held in 2023.

In addition, in accordance with the non-employee director compensation policy, in Fiscal Year 2023, each covered non-employee director who was not affiliated with our Sponsors was granted RSUs having a grant date fair value, determined in accordance with FASB ASC Topic 718 (or any successor provision), of $125,000 (or $200,000 in the case of the chairperson of the board). Such RSUs will vest on the earlier of the first anniversary of the grant date and the date of the Annual Meeting, generally subject to the non-employee director’s continued service, through the applicable vesting date.

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

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

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTS

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

INSTITUTIONAL INVESTOR OUTREACH

This year we launched our first stockholder outreach program as an enhancement to our corporate governance practices. We sought investor feedback to help us determine areas where we are performing well and areas for potential improvement. We solicited feedback on a variety of key topics, including our corporate governance, executive compensation, Sustainability initiatives and other related issues. During 2023, we sought feedback from investors representing approximately 80% of our outstanding shares and engaged with six global institutional investors.

PROPOSAL NO. 2
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

(“SAY-ON-PAY”)

The Board of Directors is providing stockholders the opportunity to cast an advisory vote on the compensation of our named executive officers (“NEOs”) pursuant to Section 14A of the Securities Exchange Act of 1934. This proposal, commonly known as a “Say on Pay” proposal, gives our stockholders the opportunity to endorse or not endorse our executive compensation programs and policies and the compensation paid to our Named Executive Officers. We currently hold annual “Say on Pay” votes. The Board of Directors values the opinions of the Company’s stockholders as expressed through their votes and other communications.

This Say on Pay vote is advisory, meaning that it is not binding on the compensation committee or the Board of Directors. This vote will not affect any compensation already paid or awarded to any named executive officer, nor will it change any decisions the Board of Directors has made. Nonetheless, the compensation committee and the Board of Directors will review and carefully consider the outcome of this advisory vote when making future decisions regarding our executive compensation programs and policies.

We design our executive compensation programs to attract and retain top executive talent, while aligning our compensation with our corporate and financial objectives, and the long-term interests of our stockholders. Stockholders are encouraged to read the Compensation Discussion & Analysis (“CD&A”) section of this proxy statement. In the CD&A, we describe our compensation programs, including the underlying philosophy and strategy, the individual elements of compensation, and how our compensation plans are administered.

OVERVIEW OF OUR EXECUTIVE COMPENSATION PROGRAM

ADVISORY VOTE REQUIRED: APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS

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

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE, ON A NON-BINDING ADVISORY BASIS, “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THIS PROXY STATEMENT. 

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis details the Company’s philosophy and policies regarding executive compensation, the process that is used to set executive compensation within the Company, the elements of the executive compensation program, and the role of our compensation committee and the executive staff in setting executive compensation. In addition, this discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs as we build a program appropriate for our status as a public company while considering the current external environment. See the section titled “Cautionary Statement Regarding Forward-Looking Statements” of the 2023 Annual Report for a discussion of the risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those express or implied by such forward-looking statements.

In Fiscal Year 2023, our “named executive officers” (or “NEOs”) and their positions were as follows:

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

COMPENSATION PHILOSOPHY AND OBJECTIVES

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

Attract and Retain Top Executive Talent	Align Corporate and Financial Objectives	Align Long-Term Interests of Executives and Stockholders	Drive Market-Leading Performance

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

Our executive compensation program was designed to weight fixed compensation less heavily for our senior executives, such that there is a positive correlation between an executive’s seniority, role and responsibilities and the proportion of his or her compensation that is “at-risk.” Pay-for-performance is an integral component of our compensation program, and “at-risk” elements of our executive’s compensation make up a significant portion of our annual and long-term incentives. During Fiscal Year 2023, our equity awards program included PSUs, time-based stock options and time-based RSUs. The vesting of the PSUs is tied to return on gross invested capital and adjusted EBITDA margin, each with a relative weighting of 50%, and are measured over a three-year performance period. The use of these metrics along with a three-year performance period further aligns the interests of our executives with the long-term interests of our stockholders.

The following charts highlight the allocation for Fiscal Year 2023 of base salary, annual incentive plan awards at the target performance level and equity awards at the target performance level for our Chief Executive Officer and for the other named executive officers.

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

KEY COMPENSATION PRACTICES

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

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

When designing our cash bonus program, we felt strongly that it should emphasize contributions towards Company financial and operational performance. We believe this underscored our commitment to maintain alignment between stockholders and our executives. In addition to the emphasis placed on the Company’s financial and operational performance, the compensation committee recognizes the need to reward outstanding efforts made during years with challenging macroeconomic headwinds. As such, the compensation committee has the authority to award discretionary bonuses under special circumstances. In Fiscal Year 2023, the compensation committee awarded discretionary bonuses to certain named executive officers to acknowledge their contributions. The discretionary bonuses are discussed in more detail below under the heading “—Elements of the Company’s Compensation Program—Bonus Compensation—Discretionary Bonuses.”

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

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

The table below highlights our executive compensation program design and governance principles:

DETERMINATION OF EXECUTIVE COMPENSATION AND COMPENSATION PRACTICES

Our compensation committee is primarily responsible for overseeing our compensation strategy, utilizing, in general, the following resources and processes:

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

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

Our compensation committee also regularly reviews the Company’s compensation policies and practices to determine whether they encourage excessive risk-taking, reviews and discusses at least annually the relationship between risk management policies and practices and compensation and evaluates compensation policies and practices that could mitigate any such risk. Our compensation committee has specifically evaluated the Company’s compensation structure and practices and concluded that they do not establish incentives for unnecessary or excessive risk.

Peer Group Companies

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

In Fiscal Year 2023, our peer group review consisted of a multi-dimensional analysis in which we selected companies: in a similar growth stage as us (with a focus on new public companies), with similar gross profit margins, revenue, and in similar industries that we viewed as competition for executive talent.

The peer group approved by the compensation committee in Fiscal Year 2023 for use in benchmarking compensation was as follows:

We review and evaluate this list on an ongoing basis to verify that we are accurately benchmarking and compensating our executives. Accordingly, our peer group list is subject to change over time. In July 2023, the compensation committee approved use of Evoqua Water Technologies Corp. in the Fiscal Year 2023 benchmarking, despite its acquisition by Xylem, Inc., because it filed its 2022 compensation disclosure before the acquisition transaction closed.

ELEMENTS OF THE COMPANY’S EXECUTIVE COMPENSATION PROGRAM

We design the principal components of our executive compensation program to fulfill one or more of the principles and objectives described above. The following table summarizes the principal components and related performance criteria of our executive compensation program in Fiscal Year 2023:

For Fiscal Year 2023, the compensation of our named executive officers generally consisted of:

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

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

Base Salaries

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

The following table sets forth the base salaries of our named executive officers at the end of Fiscal Year 2023. For information regarding the salary earned by our named executive officers in Fiscal Year 2023, see “Summary Compensation Table” below.

Bonus Compensation

Annual Incentive Plan

Pursuant to our go-forward compensation structure that aligned executive compensation to market and internal equity targets, the compensation committee approved the following bonus targets for our named executive officers in Fiscal Year 2023:

The amount of incentive awards paid under our annual incentive plan is based on performance relative to threshold, target and maximum performance levels set when the awards are made. When performance falls below the threshold, executives receive no payout. Payouts at a threshold level of performance are 40% of the target payout, payouts at a target level of performance are 100% of the target payout, and payouts at or above a maximum level of performance are at 200% of the target payout, with payouts for performance between these levels being interpolated. For Fiscal Year 2023, annual bonuses were based on previously determined factors that the compensation committee deemed appropriate, consisting of achievement of Company adjusted EBITDA, adjusted free cash flow and ESG targets. In calculating the bonus payouts, generally, performance relative to the adjusted EBITDA target was weighted as 70% of the total target performance, the adjusted free cash flow target was weighted as 20% of the total target performance, and the ESG target was weighted as 10% of the total target performance.

The compensation committee selected these performance measures because they are the critical measures we use internally in managing our businesses and, with respect to adjusted EBITDA and adjusted free cash flow, are measures of our profitability and the performance of our assets relative to our investment. The compensation committee believes that performance against these measures is a primary driver, over time, of the value of our company. The compensation committee believes that adjusted EBITDA (earnings before interest, income tax, depreciation and amortization expenses and selected items), adjusted free cash flow (adjusted EBITDA minus capital expenditures and the change in net working capital) and ESG related metrics of energy and water stewardship are the most appropriate measures of the annual operating performance of our businesses. In selecting these performance measures, setting the performance goals and awarding the corresponding incentive opportunities, the compensation committee took into account management’s recommendations. Our adjusted EBITDA for Fiscal Year 2023 did not meet the threshold performance level for that performance measure. Adjusted EBITDA decreased by 32.7% to $247.3 million for the full Fiscal Year 2023, driven primarily by decreased net sales and lower operating leverage. Adjusted EBITDA margin decreased by 310 basis points to 24.9% for the full Fiscal Year 2023, compared to the prior fiscal year. In addition, our adjusted free cash flow for Fiscal Year 2023 did not meet the threshold performance level for that performance measure as a result of these same drivers.  Despite significant improvement in our stewardship of water and energy, threshold performance was not achieved as each defined metric was a function of labor hours worked, which decreased for Fiscal Year 2023.  As a consequence, no bonuses were earned by our named executive officers under our annual incentive plan.

The following table presents the 2023 performance goals set for the annual incentive plan. The table shows goals for threshold, target and maximum performance levels, actual 2023 performance and the percentage of target payout achieved for each goal.

Discretionary Bonuses

Hayward is dedicated to delivering exceptional products, outstanding service and innovative technology to transform the experience of water. Our President and Chief Executive Officer, 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 world’s largest businesses, for meeting the highest property protection industry standards. In addition to the implementation of programs to protect employees, Mr. Holleran also implemented programs improving the environmental impact of our products, specifically water and energy usage, which resulted in positive third-party recognition. Under the financial stewardship of Eifion Jones, Hayward’s 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. Mr. Jones also successfully led Hayward’s completion of our prior enterprise cost reduction program resulting in annualized selling, general, and administrative savings of approximately $28 million. John Collins led Hayward’s 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 Hayward’s 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. The amount of these discretionary bonuses are included in the “Bonus” column of the Summary Compensation Table, appearing on page 40.

The target and actual cash bonus amounts for our applicable named executive officers who received any bonus payment for Fiscal Year 2023 are set forth below. Mr. Roetken did not receive a bonus upon his separation from the company.

2024 Bonus Opportunities

For Fiscal Year 2024, the compensation committee approved financial and operational targets deemed appropriate, including achievement of Company adjusted EBITDA and replacing adjusted free cash flow and ESG with the addition of Revenue (Net Sales) and Cash Conversion Cycle. Cash Conversion Cycle is defined as days sales outstanding, plus days on hand of inventory, less days payable outstanding. The compensation committee weighted the targets as follows: adjusted EBITDA: 70%, Revenue: 20% and Cash Conversion Cycle: 10%. Threshold performance would fund the 2024 bonus at 25% of target payout, and performance below threshold would result in no payout.  The maximum payment under the plan is 200% of an individual executive’s target bonus amount. The performance levels, relative to target performance, at which the threshold and maximum achievements are attained with respect to each metric are set out in the following table:

Equity Compensation

Awards Granted in 2023

A significant portion of each named executive officer’s compensation is in the form of equity compensation to create a strong alignment with the interests of stockholders. If the Company’s stock price declines, so does the value of the named executive officers’ compensation, and vice versa. When setting targeted in-service compensation for each of our executive officers, the compensation committee considers individual performance, experience and tenure. In evaluating the reasonableness and competitiveness of targeted in-service compensation, the compensation committee reviews compensation data for a peer group prepared by its independent executive compensation consultant. Certain members of our senior management team help prepare for and attend meetings where executive compensation, company performance targets, and competitive compensation levels and practices are discussed and evaluated. However, only the compensation committee members are allowed to vote on decisions regarding executive compensation. The compensation committee also receives recommendations from our CEO regarding the compensation of our other officers, including the other named executive officers. Our CEO does not participate in the deliberations of the compensation committee and our board regarding his own compensation.
 

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

In Fiscal Year 2023, the compensation committee awarded time-based stock options, time-based RSUs, and PSUs which vest based on achievement of specified performance measures over a three-year performance period. The value of the awards generally allocated 40% to time-based stock options, 40% to RSUs and 20% to PSUs.

To determine the target number of PSUs and the number of RSUs and stock options, the compensation committee divided the applicable dollar value of each such award by the closing price of our common stock on the date of the award for the RSUs and PSUs and by the Black-Scholes accounting value for the stock options. The following describes each type of award:

Time-Based Stock Options

Stock options granted to officers in Fiscal Year 2023 vest, subject to continued employment, in equal annual installments over a three-year period. Accordingly, such awards serve as a retention incentive, as unvested awards are forfeited if the executive voluntarily leaves the Company.

In Fiscal Year 2023, our named executive officers received options to purchase common stock under the 2021 Plan with the grant values reflected below.

Time-Based Restricted Stock Units

RSU awards granted to officers in Fiscal Year 2023 vest, subject to continued employment, in equal annual installments over a three-year period. Accordingly, such awards serve as a retention incentive, as unvested awards are forfeited if the executive voluntarily leaves the Company.

Performance-Based Stock Units

PSU awards have a three-year performance period, with vesting based on the achievement of specified performance metrics. For Fiscal Year 2023, the compensation committee selected return on gross invested capital and adjusted EBITDA margin, weighted equally, as the performance measures. Return on gross invested capital is calculated by dividing Adjusted EBITDA by the sum of the amount of the Company’s gross property, plant and equipment (both purchased and under capital lease) plus working capital.  Adjusted EBITDA is calculated as described above under “—Annual Incentive Plan.” These financial measures can be impacted by a variety of non-recurring or extraordinary items (e.g., business restructuring) and actual results may be adjusted for these items if not contemplated in the target setting process. Adjustments to the annual bonus financial results, if any, are reviewed and approved by the compensation committee.
 

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

The following table summarizes the number of shares that would be issued at the threshold, target and maximum levels for the Fiscal Year 2023 PSU grants made to the current named executive officers. Because Mr. Roetken’s employment with the Company ceased on December 31, 2023, all of the PSUs granted to him in Fiscal Year 2023 have been forfeited.

Equity Program Changes for 2024

The compensation committee authorized the continued use of RSUs and PSUs but did not issue stock option awards to named executive officers as part of the equity program in 2024. The RSUs generally vest in three annual installments. The PSUs are generally measured against achievement of financial goals for 2024, with a modifier that may adjust the number of earned PSUs by +/-15% based on absolute total shareholder return over the three years ending December 31, 2026. PSUs vest on the third anniversary of the grant date, subject to continued employment, and the compensation committee’s certification of the performance goal achievement and the total shareholder return modifier for the three-year period. The mix of equity components for 2024 awards for the CEO was 50% RSUs and 50% PSUs, meanwhile the mix for the other named executive officers was 60% RSUs and 40% PSUs. The compensation committee believes that an increase in PSUs will further align our executives’ interests with those of our stockholders, and continued use of RSUs provides increased retention incentives.

Other Elements of Compensation

Retirement Plans

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

In addition, we maintain the Hayward Industries, Inc. Supplementary Retirement Plan, a nonqualified deferred compensation plan in which participants, including our named executive officers, receive an employer contribution of up to a 9% match of eligible earnings deferred under the plan. The investment options mirror the investment options provided for in the 401(k) plan.

Employee Benefits and Perquisites

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

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

Employment and Severance Arrangements

As of December 31, 2023, we were party to employment agreements or offer letters with our named executive officers. A detailed description of the applicable severance provisions contained in our named executive officer’s employment agreements for Fiscal Year 2023 is described in “–Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table–Executive Compensation Arrangements,” below.

Additional Compensation Components

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

Tax and Accounting Considerations

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

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

HEDGING AND PLEDGING POLICIES, DERIVATIVES TRADING

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

STOCK OWNERSHIP GUIDELINES

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

Our guidelines for executive officers provide the following:

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

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

INCENTIVE-BASED RECOVERY POLICY

We maintain a compensation clawback policy with respect to our executive officers, effective as of December 1, 2023, which addresses requirements under rules recently adopted by the SEC and NYSE mandating the clawback of incentive compensation upon the restatement of the Company’s financial statements. The policy generally requires the recovery by the Company, in the event of a required accounting restatement (including a “little-r” restatement) of the Company’s financial statements, of incentive-based compensation that is based wholly or in part upon the attainment of any financial reporting measure and is received by current or former executive officers on or after December 1, 2023, to the extent that such compensation based on the erroneously reported financial information exceeds the amount derived from the restated financial information. Clawback under the policy is required for any such excess compensation received during the three completed fiscal years immediately preceding the date the Company is required to prepare an accounting restatement. The policy provides for mandatory clawback by the Company of such excess compensation, with exceptions applicable only if (a) the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered (provided that we must make a reasonable attempt to recover such erroneously awarded compensation, document our reasonable attempts to effect a recovery, and provide that documentation to the NYSE), (b) recovery would violate home country law where that law was adopted prior to November 28, 2022 (provided that the Company has obtained an opinion of home country counsel, acceptable to NYSE, that recovery would result in such a violation and a copy of the opinion is provided to NYSE), or (c) a recovery from certain tax-qualified retirement plans would likely cause such plans to fail to meet the statutory requirements for tax exemption. To facilitate the application of the policy, we require recipients of awards of incentive compensation based wholly or in part upon the attainment of any financial reporting measure to agree to repay any such excess compensation in accordance with this policy.

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on such review and discussions, the compensation committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and Hayward’s Form 10-K for the year ended December 31, 2023.

Lawrence H. Silber (Chairperson)

Stephen Felice

Kevin Brown

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

SUMMARY COMPENSATION TABLE

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

GRANTS OF PLAN-BASED AWARDS TABLE - FISCAL YEAR 2023

The following table provides supplemental information relating to grants of plan-based awards made during Fiscal Year 2023 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards that the Company granted to the named executive officers during Fiscal Year 2023.