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:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

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):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(1) and 0-11

April 4, 2025

To the Stockholders of Hayward Holdings, Inc.:

You are cordially invited to attend the 2025 annual meeting of stockholders (the “Annual Meeting”) of Hayward Holdings, Inc. (the “Company”), to be held virtually via live webcast on Thursday, May 22, 2025, 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/HAYW2025.

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 three nominees identified in the accompanying proxy statement to serve terms lasting until our 2028 annual meeting of stockholders and their successors are duly elected and qualified; (ii) approve, on an advisory basis, the compensation of our named executive officers; (iii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025; 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.

Lastly, I would like to acknowledge and thank Christopher Bertrand for his service and contributions to our Company as a member of our board of directors. Mr. Bertrand is not standing for reelection as a director at the end of his current term at the Annual Meeting. The Company has benefited from his experience and expertise, and we express our sincere appreciation for his leadership since he became a director in October 2020.

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 22, 2025		8:00 AM ET	Virtual meeting at www.virtualshareholdermeeting.com/HAYW2025
You can attend and participate in the 2025 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/HAYW2025. 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.
		MEETING AGENDA
1. Elect three nominees identified in the accompanying proxy statement as Class I directors to serve terms lasting until our 2028 annual meeting of stockholders and their successors are 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, 2025; 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 March 24, 2025, 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
PROXY SUMMARY	1
Questions and Answers About the Proxy Materials and Our Annual Meeting	6
Why are you holding a virtual Annual Meeting and how can stockholders attend?	6
What matters am I voting on and how does the Board of Directors recommend that I vote?	6
Who is entitled to vote?	6
Who are stockholders of record?	6
Who are street name stockholders?	6
How many votes are needed for approval of each proposal?	7
What is a quorum?	7
How do I vote?	7
Can I change or revoke my vote?	8
What is the effect of giving a proxy?	8
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?	8
How are proxies solicited for the Annual Meeting?	8
How may my broker, bank or other nominee vote my shares if I fail to provide timely directions?	8
Where can I find the voting results of the Annual Meeting?	8
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?	9
What is the deadline to propose stockholder actions and director nominations for consideration at next year’s annual meeting of stockholders?	9
How can I access the bylaws?	10
BOARD OF DIRECTORS	11
Board of Directors Composition	11
Information Regarding Directors and Nominees	12
Nominees for Director	13
Continuing Directors	14
PROPOSAL NO. 1 ELECTION OF DIRECTORS	16
Nominees	16
Vote Required; Recommendation of the Board of Directors	16
CORPORATE GOVERNANCE	17
Corporate Governance Overview and Fiscal Year 2024 Highlights	17
Sustainability at Hayward	17
Board Leadership	18
Director Independence	18
Meetings of the Board of Directors	18
Board Committees	18

-i-

Membership and Functions of the Committees of the Board	19
Corporate Governance Guidelines	20
Identification and Evaluation of Nominees for Directors; Board Characteristics	20
Summary of Director Skills, Competencies and Attributes	21
Compensation Committee Interlocks and Insider Participation	21
Code of Ethics for Senior Executive and Financial Officers and Business Conduct Policy	21
Related-Party Transaction Policy	22
Role of the Board in Risk Oversight	22
Role of the Board In Sustainability and Corporate Social Responsibility Oversight	22
Communications with the Board of Directors	23
Non-Employee Director Compensation	23
Director and Officer Indemnification Agreements	25
Institutional Investor Outreach	25
PROPOSAL NO. 2 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (“SAY-ON-PAY”)	26
Overview of our Executive Compensation Program	26
Advisory Vote Required: Approval of Compensation of Named Executive Officers	26
EXECUTIVE COMPENSATION	27
Compensation Discussion and Analysis	27
Compensation Philosophy and Objectives	27
Key Compensation Practices	28
Determination of Executive Compensation and Compensation Practices	29
Elements of the Company’s Executive Compensation Program	31
Insider Trading Policy, Hedging and Pledging Policies, Derivatives Trading	36
Stock Ownership Guidelines	37
Incentive-Based Recovery Policy	37
COMPENSATION COMMITTEE REPORT	38
Summary Compensation Table	39
Grants of Plan-Based Awards Table-Fiscal Year 2024	41
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table	42
Outstanding Equity Awards at Fiscal Year-End Table	43
Option Exercises and Stock Vested-Fiscal Year 2024	44
Employee Deferred Compensation	44
Summary of Potential Payments and Benefits-Termination Events	46
Summary of Potential Payments Upon Termination or Change in Control	47
Pay Versus Performance	48
CEO Pay Ratio	51

-ii-

PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	52
Fees Paid to the Independent Registered Public Accounting Firm	52
Auditor Independence	52
Pre-Approval Policies and Procedures	52
Vote Required	53
REPORT OF THE AUDIT COMMITTEE	54
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	55
Section 16 Reports	56
RELATED – PARTY TRANSACTIONS	57
Arrangements with our Directors and Officers	57
Purchases of Products in the Ordinary Course of Business	57
ADDITIONAL INFORMATION	57
2024 Annual Report and SEC Filings	57
Special Note Regarding Forward-Looking Statements	57
OTHER MATTERS	58

-iii-

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 (our “Board of Directors” or “Board”) of Hayward Holdings, Inc., a Delaware corporation, for use at the 2025 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 2024” refers to the year ended December 31, 2024. The mailing address of our principal executive offices is 1415 Vantage Park Drive, Suite 400, Charlotte, North Carolina 28203. This Proxy Summary highlights information related to our Annual Meeting, corporate governance, executive compensation, and Fiscal Year 2024 financial performance. For more information about these topics, please see the more detailed sections of this proxy statement and our annual report to stockholders for Fiscal Year 2024 (the “2024 Annual Report”).
	THE ANNUAL MEETING
2025 Annual Meeting of the Stockholders Thursday, May 22, 2025 8:00 a.m. Eastern Time www.virtualshareholdermeeting.com/HAYW2025 Record Date: March 24, 2025 For more information about how to vote on the proposals and attend and participate in the Virtual Annual Meeting, see “Questions and Answers About the Proxy Materials and Our Annual Meeting” in this proxy statement.
	VOTING MATTERS AND BOARD OF DIRECTORS RECOMMENDATIONS

PROPOSALS	FOR MORE INFORMATION	BOARD OF DIRECTORS RECOMMENDATION
PROPOSAL NO. 1 Election of three nominees identified in this proxy statement as Class I directors to serve terms lasting until our 2028 annual meeting of stockholders and their successors are duly elected and qualified.	16	FOR each nominee
PROPOSAL NO. 2 Approval, on an advisory basis, of the compensation of our named executive officers.	26	FOR
PROPOSAL NO. 3 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.	52	FOR

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

On April 4, 2025, 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.

OVERVIEW OF HAYWARD FOR 2024

✓

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 and more 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.

* For nominated and continuing directors

OVERVIEW OF 2024 EXECUTIVE COMPENSATION

Our Named Executive Officers (“NEOs”)

Named Executive Officer	Position
Kevin Holleran	President, Chief Executive Officer
Eifion Jones	Senior Vice President, Chief Financial Officer
John Collins	Senior Vice President, Chief Commercial Officer
Susan Canning	Senior Vice President, Chief Legal Officer and Corporate Secretary
Eric Sejourne	Senior Vice President, Chief Global Operations Officer

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

Base Salary

Provides the level of market-based compensation to attract, retain and recognize talent in key roles required for the operation of the Company

Stock Ownership Guidelines

Maintain robust stock ownership guidelines to strengthen the alignment of interests between our NEOs and our stockholders

Annual Incentive Plan

Provides short-term incentives directly linked to achievement of the Company’s financial and operational performance; compensation committee also may award discretionary bonuses to our NEOs in recognition of their contributions during the year

Change-in-Control Provisions

“Double trigger” severance benefits for NEOs in the event of termination following a change-in-control

Long-Term Incentives

Aligns the long-term financial interests of NEOs and stockholders

No Pledging or Hedging

NEOs are prohibited from pledging Company stock or engaging in transactions designed to hedge the value of the Company’s stock

Independent Compensation Consultant

Engaged an independent compensation consultant to advise our compensation committee and management

Benefits and Perquisites

No excessive perquisites or special benefits for NEOs

Peer Group Benchmarking

Benchmark to compensation peer group to evaluate NEO compensation relative to competitive pay market standards

Incentive-Based Compensation Clawback Policy

Maintain an incentive-based compensation clawback policy, which reinforces our commitment to our business objectives

Our Key Executive Compensation Elements and Mix

Compensation Element	Base Salary	Bonus	Equity
Form of Delivery	Cash	Cash	RSUs	PSUs
Performance Emphasis	Short-term		Long-term
Performance Measures/ Value Realization	Fixed component of compensation for services provided to the Company	Adjusted EBITDA Revenue (Net Sales) Cash Conversion Cycle	Value based on HAYW stock price on vesting dates	Adjusted EBITDA Margin Gross Profit Margin Return on Gross Invested Capital TSR
Performance/Vesting Period	Ongoing	One year	Generally vest annually over three years	Vest at the end of three-year period, with performance (other than with respect to TSR) measured generally over a one-year period
Payout Determination	Primarily benchmarked against Peer Group, reflecting the executive’s skill set, experience, role and responsibilities	Primarily based on level of achievement against financial and operational goals, and may include discretionary bonus to recognize individual contributions	Completion of continued service through each vesting date	Based on level of achievement against performance goals and continued service through performance period and vesting date

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/HAYW2025 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 22, 2025. 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?

PROPOSAL	BOARD OF DIRECTORS VOTING RECOMMENDATION
PROPOSAL NO. 1 Election of three nominees identified in this proxy statement as Class I directors to serve terms lasting until our 2028 annual meeting of stockholders and their successors are duly elected and qualified.	FOR each nominee
PROPOSAL NO. 2 Approval, on an advisory basis, of the compensation of our named executive officers.	FOR
PROPOSAL NO. 3 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.	FOR

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 216,189,708 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?

PROPOSAL	VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTIONS AND BROKER NON-VOTES
PROPOSAL NO. 1 Election of three nominees identified in this proxy statement as Class I directors to serve terms lasting until our 2028 annual meeting of stockholders and their successors are duly elected and qualified.	Our certificate of incorporation and bylaws state that, to be elected, a nominee must receive a plurality of the votes cast, which means that the nominees that receive the highest number of votes of the shares present in person (by means of remote communication) or represented by proxy and entitled to vote on the election of directors at the Annual Meeting “FOR” are elected as directors. Broker non-votes will have no effect on this proposal. 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 will then have the opportunity to determine whether to accept or reject such tendered resignation.
PROPOSAL NO. 2 Approval, on an advisory basis, of the compensation of our named executive officers.	Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are seeking an advisory vote from our stockholders to approve the compensation of our named executive officers for Fiscal Year 2024, as disclosed in this proxy statement. This proposal requires the affirmative vote of a majority of the votes cast on the matter affirmatively or negatively. Abstentions and broker non-votes will have no effect on this proposal. This vote is not binding upon the Company, our Board or the compensation committee. Nevertheless, the Board and the compensation committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions regarding the Company’s named executive officers.
PROPOSAL NO. 3 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2025.	The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) requires the affirmative vote of a majority of the votes cast on the matter affirmatively or negatively. Abstentions will have no effect on this proposal. Stockholder ratification of the appointment of PwC is not required by the Company’s bylaws, but if the stockholders fail to ratify the appointment, the audit committee will reconsider whether to retain PwC.

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:

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By Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 21, 2025 (have your Notice or proxy card in hand when you visit the website);

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By toll-free telephone at 1-800-690-6903 until 11:59 p.m. Eastern Time on May 21, 2025 (have your Notice or proxy card in hand when you call);

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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 to be received by 8:00 a.m. Eastern Time on May 22, 2025; or

●

By attending the virtual meeting by visiting www.virtualshareholdermeeting.com/HAYW2025, where you may vote electronically and submit questions during the Annual Meeting. Please have your Notice or proxy card in hand when you visit the website. If you previously voted via the Internet (or by telephone or mail), you may still vote online at the Annual Meeting.

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 OR REVOKE MY VOTE?

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

●

Entering a new vote by Internet or by telephone before the Annual Meeting;

●

Delivering a written notice of revocation or completing and returning a later-dated proxy card before 8:00 a.m. Eastern Time on May 22, 2025 to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717; or

●

Attending and voting electronically at the virtual Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

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. Kevin Holleran (our President and Chief Executive Officer) and Susan Canning (our Senior Vice President, Chief Legal Officer and Corporate Secretary) have been designated as proxy holders by our Board. 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 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 2024 Annual Report, primarily via the Internet. The Notice containing instructions on how to access this proxy statement and our 2024 Annual Report is first being mailed on or about April 4, 2025 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 PwC as our independent registered public accounting firm for our fiscal year ending December 31, 2025. Absent direction from you, your broker, bank or other nominee will not have discretion to vote on the election of directors or the stockholder advisory vote to approve the compensation of the NEOs. 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. 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 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 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 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 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 2026 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 2026 annual meeting of stockholders is not held more than 30 days from the first anniversary of the Annual Meeting, the applicable deadline will be December 5, 2025. 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 2026 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices at the address listed above:

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not earlier than the close of business on 120 days prior to the anniversary of the Annual Meeting (January 22, 2026); and

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not later than the close of business 90 days prior to the anniversary of the Annual Meeting (February 21, 2026).

In the event that we hold our 2026 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 2026 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.

In addition to satisfying the foregoing requirements under the Company’s bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

In connection with our solicitation of proxies for our 2026 annual meeting of stockholders, we intend to file a proxy statement and white proxy card with the SEC. Stockholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at: www.sec.gov.

HOW CAN I ACCESS THE BYLAWS?

A copy of our amended bylaws is available via the SEC’s website at www.sec.gov. as Exhibit 3.1 to our Current Report on Form 8-K filed on 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, which is currently composed of ten members. The authorized number of directors comprising our Board may not be less than three or more than fifteen, with the actual number to be fixed from time to time by resolution of our Board, 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. Effective as of the commencement of the Annual Meeting, the size of our Board will be reduced to nine members and the size of Class I will be reduced to three directors.

Our certificate of incorporation provides for a Board comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Generally, only one class of directors is elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our certificate of incorporation also provides that the number of directors serving in the three classes is to be as nearly equal as possible. At the 2024 annual meeting of stockholders, we rebalanced the classes of directors, achieving an equal distribution of directors among classes. Our three director classes of Board are comprised as follows:

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Our Class I directors are Christopher Bertrand, Ronald Keating, Lawrence Silber and Edward Ward. Mr. Keating, Mr. Silber, and Mr. Ward are standing for re-election to our Board at the Annual Meeting. Mr. Bertrand is not being nominated for re-election.

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Our Class II directors are Kevin Brown, Arthur Soucy and Lori Walker, and their terms will expire at the annual meeting of stockholders to be held in 2026.

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Our Class III directors are Diane Dayhoff, Stephen Felice and Kevin Holleran, and their terms will expire at the annual meeting of stockholders to be held in 2027.

Our directors’ comprehensive set of skills and variety of 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 range of backgrounds, perspectives, skills and experiences. The average tenure for our continuing directors and nominees is approximately 4.9 years.

INFORMATION REGARDING DIRECTORS AND NOMINEES

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

(1) Ages shown are as of April 4, 2025

NOMINEES FOR DIRECTOR

Nominees to Serve as Class I Directors for Terms Expiring in 2028

Director Since March 2025

● Compensation Committee Member

● Independent

Ronald C. Keating

Ronald C. Keating has served as President, Chief Executive Officer, and a director at Excelitas Technologies Corp., an industrial technology company focused on the design, development, and manufacture of advanced technologies in sensing, detection, imaging, optics, and specialty illumination for customers worldwide, since October 2023. Prior to joining Excelitas, Mr. Keating was President and Chief Executive Officer, and served as a director, of Evoqua Water Technologies Corporation, a publicly traded global provider of water and wastewater treatment solutions, since December 2014. In addition, Mr. Keating served as a director of US Ecology Holdings, Inc. (formerly known as US Ecology, Inc.), a publicly traded company, from 2017 until 2022. Mr. Keating served as President, Chief Executive Officer and Chairperson of the Board of Directors of Contech Engineered Solutions, an infrastructure site solutions provider, from 2007 to 2014. Mr. Keating currently serves on the board of trustees of the Manufacturers Alliance for Productivity and Innovation and the Board of Directors of Enpro Inc., a leading, publicly traded, applied engineering products and solutions company, and the Allegheny Conference. Mr. Keating brings direct global operational and financial expertise, along with critical expertise in the water industry.

Director Since November 2019

● Compensation Committee Chair

● Independent

Lawrence H. Silber

Mr. Silber has served as President and Chief Executive Officer, and as a director, of Herc Holdings Inc. (“Herc Rentals”) a public company, since June 2016 upon Herc Rentals’ spin-off from Hertz Global Holdings, Inc. Prior to the spin-off, Mr. Silber served as President of Hertz Global Holdings, Inc. Prior to joining Herc Rentals, Mr. Silber served as an executive advisor at Court Square Capital Partners, LLP, a private equity firm primarily investing in the business services, healthcare, general industrial and technology and telecommunications sectors, from April 2014 to May 2015. Mr. Silber also served as Chief Operating Officer for Hayward Industries, Inc. from 2008 to 2012, during which time he oversaw a successful transition through the recession and return to solid profitability. From 1978 to 2008, Mr. Silber worked for Ingersoll Rand plc, a publicly traded manufacturer of industrial products and components, in a number of roles of increasing responsibility. Mr. Silber previously served on the Board of Directors of SMTC Corporation from 2012 to 2015. Mr. Silber brings expertise in executive management, strategy formation and leadership skills, gained as the former Chief Operating Officer of Hayward Industries, Inc. as well as in his current role as President and Chief Executive Officer of Herc Rentals. Mr. Silber also has extensive knowledge and experience in manufacturing, sales and marketing, and specific industry experience in our business, including our operations, business development matters and financial performance. Further, his experience as a leader and director of a public company provides him with an understanding of the responsibilities of public company boards and insight into the issues applicable to public companies.

Director Since April 2022

● Nominating and Corporate Governance Committee Member

● Independent

Edward D. Ward

Mr. Ward is a retired executive with over 38 years of experience working in the technology industry. Most recently, Mr. Ward served as the President – Client Product Group of Dell Technologies Inc. (“Dell Technologies”) from November 2020 until July 2024. Mr. Ward worked at Dell Technologies for 24 years in progressively increasing roles of responsibility, including Senior Vice President – Client Product Group, Senior Vice President of Engineering – Client Product Group and Vice President of Engineering – Servers. In addition, Mr. Ward has worked at NCR Corporation as Vice President of Engineering – Shared Components & Technical Services. Mr. Ward also has served in board roles at the University of Colorado, Boulder, University of Texas, Rio Grande Valley and Austin’s Habitat for Humanity. Mr. Ward contributes expertise in leadership in strategic matters, as well as meaningful technology experience driven by a strong engineering background.

CONTINUING DIRECTORS

Class II Continuing Directors with Terms Expiring in 2026

Director Since June 2017

● Compensation Committee Member

● Independent

Kevin D. Brown

Mr. Brown was Co-Head of the Private Capital Group of MSD Partners, L.P. before its merger with BDT Partners, and he is currently a Partner and member of the Investment Committee of BDT & MSD Partners (“BDT & MSD”). Mr. Brown joined BDT & MSD in 2016 and currently serves as a director on the boards of Endries International, Woolpert, West Monroe Partners, East West Manufacturing and Ring Container Technologies. Prior to joining MSD Partners, L.P., Mr. Brown was a Partner with Court Square Capital (“Court Square”) where he worked primarily in the Industrial sector for 10 years. Prior to Court Square, Mr. Brown was a Vice President with Apax Partners focusing on investments in the Media, Late-Stage Software, and Tech-Enabled Business Services sectors. He has served as a director on numerous boards, including those of ERICO Global, MacDermid, Pike Corporation, and Wyle. Mr. Brown received his B.S. from the McIntire School of Commerce at the University of Virginia and his M.B.A. from the Wharton School of the University of Pennsylvania where he graduated as a Palmer Scholar. Mr. Brown brings expertise in finance and capital markets, strategic matters, as well as significant experience as a board member of complex global businesses.

Director Since December 2017

● Audit Committee Member

● Nominating and Corporate Governance Committee Member

● Independent

Arthur L. Soucy

Mr. Soucy is a retired executive with broad international experience running complex operations and large profit and loss statements (“P&Ls”) in both the Oil & Gas and Aviation industries. Mr. Soucy has over 30 years of business leadership experience in multi-national environments holding executive positions with P&L responsibilities spanning some 80 countries. Mr. Soucy retired as President, Products & Technology for Baker Hughes, an Oil & Gas Services company, in July 2017. In that role he was responsible for the company’s multi-billion-dollar chemical business as well as enterprise New Product & Technology development. He also was responsible for the company’s global marketing and supply chain functions. Prior to that, Mr. Soucy was headquartered in London, UK for nearly four years where he served as President of Europe, Africa, Russia, Caspian, and had P&L responsibilities for the region. Prior to joining Baker Hughes, Mr. Soucy spent 29 years at Pratt & Whitney, where he held a variety of executive level P&L, technology, and supply chain positions. Mr. Soucy brings to the board extensive experience as an executive of multi-national businesses with insight into global marketing and supply chain functions.

Director Since March 2021

● Audit Committee Chair

● Independent

Lori A. Walker

Ms. Walker served as Chief Financial Officer and Senior Vice President of The Valspar Corporation (“Valspar”), a global coatings manufacturer, from 2008 to 2013, where she led the Finance, IT and Communications teams. Before this position, Ms. Walker served as Valspar’s Vice President, Controller, and Treasurer from 2004 to 2008 and as Vice President and Controller from 2001 to 2004. Prior to joining Valspar, Ms. Walker worked at Honeywell, Inc., a global conglomerate of commercial and consumer products, for 20 years in progressively increasing roles of responsibility, including as Director of Global Financial Risk Management. Ms. Walker currently serves on the Board of Directors of Southwire Company, LLC, a private industrial manufacturer of wire and cable, Constellium N.V., a publicly traded aluminum fabricator for the automotive, aerospace and packaging industries and Compass Minerals International, Inc., a publicly traded producer of salt for highway deicing, commercial and industrial markets. Ms. Walker brings extensive financial leadership experience in global, publicly traded companies, knowledge of financial controls and systems, risk management and understanding of IT infrastructure.

Class III Continuing Directors with Terms Expiring in 2027

Director Since March 2021

● Audit Committee Member

● Independent

Diane S. Dayhoff

Ms. Dayhoff served as Vice President Investor Relations at The Home Depot, Inc. (“Home Depot”), from May 2003 to April 2018. Prior to joining Home Depot, Ms. Dayhoff worked at Continental Airlines for 14 years in progressively increasing roles of responsibility, including as Staff Vice President of Finance. Further, as the Chief Financial Officer of a large privately held company, she generated that company’s first audited financial statements. Throughout her career, Ms. Dayhoff has worked closely with auditors and has in-depth knowledge of accounting practices and principles. Ms. Dayhoff brings expertise in communication and investor relations, as well as significant experience in financial planning.

Director Since May 2018

● Chairman of the Board

● Nominating and Corporate Governance Committee Chair

● Compensation Committee Member

● Independent

Stephen J. Felice

Mr. Felice has been Chairman and Chief Executive Officer of Felice Partners, LLC (an advisory and private investment company) since January 2017. Prior to that, Mr. Felice was President and Chief Executive Officer of Filtration Group Corporation (“FGC”), a global industrial manufacturer, from January 2014 through January 2017. Prior to joining FGC, Mr. Felice was President and Chief Commercial Officer of Dell, Inc (“Dell”) from December 2011 through December 2013 after previously serving in a variety of executive roles at Dell from February 1999 through November 2011. Prior to joining Dell, Mr. Felice was President and Chief Executive Officer of DecisionOne Corporation (“DOC”), a provider of computer technology services, from 1997 through 1999 after previously serving as President of DOC from 1995 through 1997. Prior to joining DOC, Mr. Felice worked at Bell Atlantic Corp in various roles from 1984 through 1995 and Shell Oil Corp from 1979 through 1984. Mr. Felice has served on the Board of Directors of Southwire Corporation since 2015 (currently Chairman of Human Resources Committee) and the Mark Felice Foundation since 2003. Mr. Felice was also Vice Chairman at St. Michael’s Catholic Academy from 2010 to 2014 and served on the Board of Trustees for The Franklin Institute from 2013 to 2015 and the Singapore Economic Development Board from 2010 to 2012. Mr. Felice brings significant expertise in managing large global enterprises, information technology and industrial manufacturing verticals, strategic planning, global sales and manufacturing.

Director Since August 2019

Kevin P. Holleran

Mr. Holleran has served as President and Chief Executive Officer of Hayward since August 2019. Prior to joining Hayward, beginning in 2017, Mr. Holleran served as President and Chief Executive Officer of the Industrial Segment within Textron, Inc. (“Textron”). Textron’s Industrial Segment is composed of Textron Specialized Vehicles, Inc. (“Textron Specialized Vehicles”), a leading global manufacturer of purpose-built vehicles and equipment for a variety of commercial and recreational applications across a number of brands, and Kautex, a tier one automotive supplier of fuel systems, selective catalytic reduction systems, and cleaning solutions. Prior to 2017, Mr. Holleran served for 10 years as the President and Chief Executive Officer of Textron Specialized Vehicles, during which time he grew revenue and profitability substantially through both organic growth and acquisitions. Prior to his time at Textron, Mr. Holleran held several management positions at Ingersoll Rand plc and Terex Corporation across the sales, marketing and product management functions. Mr. Holleran holds an MBA from Wake Forest University and a Bachelor of Science degree from Cornell University. As the Company’s President and Chief Executive Officer, Mr. Holleran brings to the Board of Directors specific knowledge of our business, our people, our challenges and our prospects for continued growth, as well as a deep understanding of our business and markets.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

Our Board of Directors is currently composed of ten members. In accordance with our certificate of incorporation, our Board is divided into three classes of directors. At the Annual Meeting, three Class I directors will be elected for a three-year term to succeed the Class I directors to serve terms lasting until our 2028 annual meeting of stockholders and their successors are duly elected and qualified. Christopher Bertrand, a Class I director, is not being nominated for re-election. Effective as of the commencement of the Annual Meeting, the size of our Board will be reduced to nine members and the size of Class I will be reduced to three directors. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, disqualification, or removal.

NOMINEES

Our nominating and corporate governance committee has recommended, and our Board has approved Ronald Keating, Lawrence Silber and Edward Ward as nominees for election as Class I directors at the Annual Meeting. If elected, each of Mr. Keating, Mr. Silber and Mr. Ward will serve as Class I directors to serve terms lasting until our 2028 annual meeting of stockholders and 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 and has agreed to serve if elected. For information concerning the nominees, please see ‘‘Board of Directors—Nominees for Director.’’ Mr. Keating joined our Board on March 20, 2025 and was recommended to the nominating and corporate governance committee by our Chief Executive Officer.

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 Mr. Keating, Mr. Silber and Mr. Ward 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 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 cast, which means that the individuals who receive the highest number of votes cast “FOR” are elected as directors. Broker non-votes will have no effect on this proposal. 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 for its consideration. The Board 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
RONALD KEATING, LAWRENCE SILBER AND EDWARD WARD AS CLASS I DIRECTORS TO SERVE TERMS LASTING UNTIL OUR 2028 ANNUAL MEETING OF STOCKHOLDERS AND THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE OVERVIEW AND FISCAL YEAR 2024 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, as well as promote long-term value creation for our stockholders. Highlights of our corporate governance practices include the following:

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Independent board chairperson

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Board composed of all independent, non-employee directors, other than Kevin Holleran, our Chief Executive Officer

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Board oversight of corporate social responsibility and sustainability, including our sustainability related strategies, policies and disclosures

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Board oversight of risk management

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Policies in place prohibiting short sales, hedging, margin accounts and pledging of our stock

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Robust stock ownership guidelines for officers and directors

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Enhanced human capital management program, including monthly updates concerning our efforts to achieve an engaging, inclusive and high-performance workforce

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Successful integration of ChlorKing acquisition

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Strengthened institutional investor outreach program

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 oversees corporate social responsibility and sustainability, including sustainability-related strategies, policies and disclosures, see “Corporate Governance—Role of the Board in Sustainability and Corporate Social Responsibility Oversight” below.

SUSTAINABILITY AT HAYWARD

We believe that creating stockholder value requires embedding sustainability throughout our business operations and within our culture. Hayward is distinctly positioned to play a pivotal role in the broader health and well-being space. By aligning our products, services and innovations with public health goals, we can meet the growing demand for well-being solutions. For a century, Hayward has served our communities and we continue to lead the way, offering pool owners connected technology to enable smart pool management, nonchemical forms of water sanitization and more energy-efficient products. We believe that water is a platform for enhancing public health, building resilient communities, and strengthening the economy.

2024 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.

● Received the 2024 ENERGY STAR® Partner of the Year Award from the U.S. Environmental Protection Agency (EPA) and the U.S. Department of Energy

● More than 60% of eligible North American products, by revenue, met ENERGY STAR® criteria

● Published Conflict Minerals Report, filed with the SEC in a Form SD, as part of our ongoing supply chain analysis to understand potential risks and establish supply chain transparency

● Continued focus on reducing energy and water consumption in our manufacturing facilities through targeted sustainability projects

● Conducted our third annual global employee engagement survey, achieving 80% participation from our global workforce

● Launched Employee Stock Purchase Program to eligible U.S. employees, providing meaningful opportunities to invest in Hayward’s future success while building personal wealth

● Required all employees to understand and commit to comply with the Business Ethics and Code of Conduct Policy and Whistleblower Policy

● Conducted ongoing compliance training, adhering to a company-wide training curriculum on compliance, safety, human resources and information technology

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 2024, we ranked in the top quartile industry ranking for ESG performance by Morningstar Sustainalytics, a leading ESG research, ratings and data firm. To enable good governance, our sustainability strategy is governed by our Board through the nominating and corporate governance committee. We are committed to transparency and communications with our stakeholders.

BOARD LEADERSHIP

Our Board is responsible for the oversight of our business affairs. In executing this responsibility, our Board establishes corporate policies, sets strategic direction and oversees management. Our Board has not adopted a formal policy with respect to the separation of the offices of Chief Executive Officer and Chairperson of the Board. Under our Corporate Governance Guidelines, our Board believes that rather than having a rigid policy, our Board should determine, as and when appropriate upon consideration of all relevant factors and circumstances, whether the two offices should be separated. Currently, our leadership structure separates the offices of 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.

DIRECTOR INDEPENDENCE

Each of our audit committee, compensation committee and nominating and corporate governance committee of our Board is composed entirely of independent directors within the meaning of the corporate governance standards of the New York Stock Exchange (“NYSE”). Under these standards, a director will qualify as “independent” only if our Board 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. 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 has affirmatively determined that each of our directors who served in Fiscal Year 2024, director nominees and continuing directors, other than Mr. Holleran, is independent in accordance with the NYSE rules and our Corporate Governance Guidelines. In making such determinations, the Board considered that certain directors serve as directors of other companies with which we engage from time to time in the ordinary course of business. In accordance with our independence standards, we determined that none of these relationships were material or impaired the independence of any of such directors. There are no family relationships among any of our directors or executive officers.

In addition, our Board 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. The Board also determined that Ms. Dayhoff, Mr. Soucy and Ms. Walker are 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 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 held five meetings (including regularly scheduled and special meetings) during Fiscal Year 2024. Each director serving on the Board in Fiscal Year 2024 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 2024. Our non-employee directors met by themselves, without management present, periodically throughout Fiscal Year 2024. 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 who were serving on the Board during Fiscal Year 2024 attended the 2024 annual meeting of stockholders.

BOARD COMMITTEES

Our Board 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, investor.hayward.com. In addition, from time to time, our Board may establish other committees to facilitate the management of our business or to address particular matters as they arise. Members serve on committees until their resignation or until otherwise determined by our Board. Committee membership presented in this proxy statement is as of December 31, 2024.

MEMBERSHIP AND FUNCTIONS OF THE COMMITTEES OF THE BOARD

Audit Committee
Committee Members			Number of Meetings Held in Fiscal Year 2024
Lori Walker (Chairperson)	Diane Dayhoff	Arthur Soucy	8

Our audit committee’s responsibilities include, among other things:

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Overseeing the quality and integrity of our financial statements and the financial reporting process;

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Appointing and overseeing our external auditors and meeting separately with our external auditors to discuss the scope of their work and their findings;

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Overseeing our annual audit process, including considering and discussing with our external auditors and management significant accounting and reporting issues, the results of the audit, whether the financial statements are complete and the audit opinion;

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Reviewing and discussing with our external auditors and management our annual and quarterly financial statements;

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Overseeing earnings press releases and their contents;

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Providing oversight with respect to our capital structure, key financial ratios and liquidity;

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Overseeing our internal controls and advising management, our internal audit department and our external auditors with respect to internal control matters;

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Reviewing and discussing significant changes to our accounting policies with management and our external auditors;

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Reviewing internal audit reports and regularly evaluating the effectiveness of our internal audit function;

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Reviewing guidelines and policies governing how our management assesses and manages risks associated with our business;

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Overseeing the effectiveness of our systems for monitoring compliance with laws and regulations;

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Reviewing and overseeing all related-party transactions required to be disclosed in any public filings for potential conflicts of interest in accordance with the Company’s related-party transactions policy;

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Overseeing the integrity of the Company’s information technology systems, processes and data;

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Periodically reviewing and assessing with management and the internal auditor 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 such systems, processes and data or that of the Company’s clients; and

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Reviewing and assessing audit committee members’ individual performance and the performance of the audit committee as a whole.

Each member of our audit committee meets the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Our Board has determined that each of Ms. Dayhoff, Mr. Soucy and Ms. Walker is an “audit committee financial expert” as such term is defined under the SEC rules.

Compensation Committee
Committee Members			Number of Meetings Held in Fiscal Year 2024
Lawrence Silber (Chairperson)	Kevin Brown	Stephen Felice	4

Our compensation committee’s responsibilities include, among other things:

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Reviewing and establishing the Company’s overall compensation strategy for its management and employees;

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Annually reviewing and approving corporate goals and objectives relevant to our Chief Executive Officer’s compensation;

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Evaluating our Chief Executive Officer’s performance;

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Approving, or recommending to our Board to approve, our Chief Executive Officer’s compensation;

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Reviewing and determining, or recommending to the Board to determine, the compensation of our other executive officers;

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Reviewing, assessing and making recommendations to the Board regarding the compensation of the members of the Board;

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Reviewing, approving and overseeing our compensation and benefits plans;

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Approving equity grants and awards;

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Reviewing and approving employment contracts and other compensation, severance and change-in-control arrangements for executive officers;

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Reviewing the Company’s compensation policies and practices to determine whether they encourage excessive risk-taking;

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Reviewing and discussing the relationship between risk management policies and practices and compensation and evaluating compensation policies and practices that could mitigate any such risk;

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Reviewing and assessing compensation committee members’ individual performance and the performance of the compensation committee as a whole;

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Reviewing and assessing compliance with the Company’s clawback policies, including the incentive-based compensation recovery policy; and

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Reviewing and approving other policies and practices related to the compensation of our directors, officers and employees.

On March 20, 2025, Ronald Keating joined the compensation committee. All the members of the compensation committee, including Mr. Keating, have been determined by the Board to be “independent” under NYSE rules.

Nominating and Corporate Governance Committee
Committee Members			Number of Meetings Held in Fiscal Year 2024
Stephen Felice (Chairperson)	Arthur Soucy	Edward Ward	5

Our nominating and corporate governance committee’s responsibilities include, among other things:

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Identifying, selecting and recommending to our Board individuals to become members of our Board;

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Recommending to the Board the classes on which such nominees should serve;

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Reviewing our Board’s committee structure and making recommendations regarding the appointment of directors to committees;

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Reviewing the corporate governance guidelines regularly;

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Overseeing the Company’s sustainability initiatives and progress;

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Reviewing the Company’s practices and policies with respect to directors, including retirement policies, the size of the Board, service of non-employee directors, the meeting frequency of the Board and the structure of Board meetings and make recommendations to the Board with respect thereto;

●

Recommending to the Board or to the appropriate committee thereof processes for annual evaluations of the performance of the Board and the Chief Executive Officer and appropriate committees of the Board;

●

Overseeing such processes for annual evaluations, and certify annually that the performance of the Chief Executive Officer and other members of executive management is being appropriately evaluated;

●

Reviewing Company policies with respect to significant issues of corporate public responsibility, including contributions;

●

Considering and reporting to the Board any questions of possible conflicts of interest of Board members;

●

Providing for new director orientation and continuing education for existing directors on a periodic basis;

●

Overseeing the maintenance and presentation to the Board of management’s plans for succession to senior management positions in the Company;

●

Reviewing and assessing the adequacy of the nominating and corporate governance committee charter periodically and recommend any proposed changes to the Board for approval; and

●

Annually performing, or participating in, an evaluation of the performance of the committee and of the Board, the results of which shall be presented to the Board.

All the members of the nominating and corporate governance committee have been determined by the Board to be “independent” under NYSE rules.

CORPORATE GOVERNANCE GUIDELINES

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

Our Corporate Governance Guidelines address items such as:

● Board size

● Selection of new directors

● Board membership criteria

● Director independence

● Majority voting policy for uncontested director elections

● Designation of Board chairperson

● Directors who change their present job responsibility

● Board policy on director term limits

● Board compensation policy and stock ownership

● Evaluation of board performance

● Ongoing and continuing education

● Interaction with institutional investors, press, and customers

● Meetings of the Board

● Committees of the Board

● Leadership development

● Succession planning

IDENTIFICATION AND EVALUATION OF NOMINEES FOR DIRECTORS, BOARD CHARACTERISTICS

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 how they may contribute to the range of skills, qualifications, experiences, perspectives and backgrounds of the Board, among other attributes. Among other things, the Board 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 nominating individuals with these attributes in any pool of candidates from which director nominees are chosen. The Board 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 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 serve, or in the past fiscal year have served, as a member of the Board or compensation committee of any entity that has one or more executive officers serving on our Board or compensation committee. None of the members of the compensation committee are, nor have ever been, an officer or employee of the Company, except for Mr. 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, other 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, investor.hayward.com.

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

●

Avoiding actual or apparent conflicts of interest;

●

Provision of full, fair, accurate, timely and understandable disclosure;

●

Compliance with applicable laws, rules and regulations; and

●

Safeguarding of confidential Company information.

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, investor.hayward.com.

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

● Accuracy of corporate documents, including financial records

● Retention and destruction of records

● Nondiscrimination in employment and opportunity

● Sexual and other workplace harassment

● Human rights and collective bargaining

● Health, safety and environment

● Responsible marketing

● Fraudulent conduct

● Compliance with privacy and security laws

● Fair dealing with the Company’s competitors, suppliers, employees and customers

● Compliance with antitrust laws

● Compliance with US immigration laws

● Compliance with child labor laws

● Compliance with export control laws

● Political contributions and other political activities

● Charitable contributions

● Copyright infringement and software piracy

● Compliance with government investigations

● Conflicts of interest

● Use of Company property and other outside activities

● Handling of confidential and proprietary information

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 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-party’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 has responsibility for the oversight of risk management. While our Board has primary responsibility for overseeing risk management, our Board also delegates certain oversight responsibilities to its committees. Our compensation committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements, taking into account whether such rewards and incentives encourage undue or inappropriate risk taking by such personnel. 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, 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 keeps itself regularly informed regarding such risks through committee reports and otherwise. In particular, throughout Fiscal Year 2024 and currently, our Board regularly received and continues to receive updates from management on the uncertain macroeconomic environment and the impact of adverse weather conditions, natural disasters, tariffs and other trade restrictions, and 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 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 expresses the Company’s commitment to promote a diverse set of candidates for the Board, while considering all such 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.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Although we do not have a formal policy regarding communications with our Board, stockholders, employees and others who are interested in communicating with our Board 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 2024 Director Compensation Table

The following table sets forth information regarding the compensation earned for service on our Board, during the year ended December 31, 2024, by the directors who were not also named executive officers. Mr. Holleran did not receive any additional compensation for his service on the Board during the year ended December 31, 2024. Mr. Holleran’s compensation for the year ended December 31, 2024, is set forth under “Executive Compensation—Summary Compensation Table.” Mr. Keating does not appear in the table as he was appointed as a director in March 2025.

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 restricted stock units (“RSUs”) that vest on December 31st of that year (or such other date as determined by the Board 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.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) ⁽³⁾	Option Awards ($) ⁽⁴⁾	Total ($)
Christopher Bertrand ⁽¹⁾	–	–	–	–
Kevin Brown ⁽¹⁾	–	–	–	–
Diane Dayhoff	61,675	130,011	–	191,686
Stephen Felice ⁽²⁾	123,847	205,004	–	328,851
Lawrence Silber	68,777	130,011	–	198,788
Arthur Soucy	63,750	130,011	–	193,761
Lori Walker	74,601	130,011	–	204,612
Edward Ward	61,675	130,011	–	191,686

(1)

Each of these directors is affiliated with BDT & MSD and was initially designated to the Board by a predecessor of BDT & MSD. These directors waived compensation in respect of their service as members of our Board.

(2)

Mr. Felice elected to receive his annual cash retainers for board and committee service in the form of RSUs. The amount shown is the grant date fair value of these awards, which were paid in quarterly installments during Fiscal Year 2024.

(3)

Amounts reflect the full grant-date fair value of RSUs granted during Fiscal Year 2024 computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, rather than the amounts paid to or realized by the named individual, which are based on the closing share price on the applicable grant date. On May 30, 2024, the directors received the following grants of RSUs: Ms. Dayhoff: 9,060 RSUs, Mr. Felice: 14,286 RSUs, Mr. Silber: 9,060 RSUs, Mr. Soucy: 9,060 RSUs, Ms. Walker: 9,060 RSUs, and Mr. Ward: 9,060 RSUs. These RSUs will vest on May 22, 2025, subject to the director’s continued service on our Board. In determining the number of shares to be awarded, the Company used the closing price of our common stock on May 30, 2024, which was $14.35 per share. In addition, Mr. Felice elected to receive his cash retainers for board and committee service in the form of RSUs. As such, on March 3, 2024, Mr. Felice was granted 2,031 RSUs; on May 3, 2024, Mr. Felice was granted 2,035 RSUs; and on October 30, 2024, Mr. Felice was granted 3,996 RSUs. Each of these RSUs vested on December 31, 2024. The number of shares awarded on each grant date was determined based on the closing price of our common stock on such date. For each non-employee director, the aggregate number of unvested stock awards outstanding as of the end of the fiscal year ending December 31, 2024, was Ms. Dayhoff: 9,060 RSUs, Mr. Felice: 14,286 RSUs, Mr. Silber: 9,060 RSUs, Mr. Soucy: 9,060 RSUs, Ms. Walker: 9,060 RSUs, and Mr. Ward: 9,060 RSUs.

(4)

For each non-employee director who holds option shares, the aggregate number of option awards outstanding as of the end of the fiscal year ending December 31, 2024, was Mr. Felice: 126,750 option shares, Mr. Silber: 156,000 option shares and Mr. Soucy: 121,750 option shares. These awards consist of vested option shares issued prior to our initial public offering (“IPO”).

Director Compensation Program

In connection with our IPO, our Board adopted a non-employee director compensation policy. The non-employee director compensation policy includes an annual cash retainer and an annual grant of RSUs. Effective May 30, 2024, the policy was revised for the first time since its adoption to better align with our compensation peer group median.

Annual Cash Retainer

Prior to the May 30, 2024 revision, each covered non-employee director received an annual cash retainer for service to our Board and an additional annual cash retainer for service on any committee of our Board or for serving as the chairperson of our Board or any of its committees, in each case, prorated for partial years of service, as follows:

Director Cash Retainer Policy Before May 30, 2024
Annual Cash Retainer	Service as Board or Committee Member	Service as Board or Committee Chairperson*
Board of Directors	$75,000	$100,000
Audit Committee	$5,000	$20,000
Compensation Committee	$5,000	$10,000
Nominating and Corporate Governance Committee	$5,000	$10,000

* Paid in lieu of the applicable board or committee member cash retainer for any board or committee chairperson, as applicable.

Under the revised policy, our non-employee director compensation is more closely aligned with the non-employee director compensation of our peer group. The revised policy eliminates additional cash retainers for committee membership, provides for a higher annual cash retainer for Board service and only provides for additional annual cash retainers for committee chairpersons. Under the revised policy, each covered non-employee director receives an $85,000 annual cash retainer ($110,000 for the chairperson of the Board), and the following additional cash retainer for service as the chairperson of any standing committee:

Director Cash Retainer Policy as of May 30, 2024
Board Committee	Additional Annual Cash Retainer
Audit Committee Chairperson	$20,000
Compensation Committee Chairperson	$15,000
Nominating and Corporate Governance Committee Chairperson	$15,000

For Fiscal Year 2024, the non-employee directors received payment under the legacy policy for service from January 1, 2024 through May 30, 2024 and under the revised policy for service from May 31, 2024 through December 31, 2024 on a pro rata basis.

In addition, non-employee directors who were members of any special committee in 2024 were entitled to a fee of $2,500 for each special committee meeting. However, no special committee meetings were held in 2024.

Annual RSU Grant

In addition, in accordance with the revised non-employee director compensation policy, in Fiscal Year 2024, each covered non-employee director was granted RSUs having a grant date fair value, determined in accordance with ASC Topic 718 (or any successor provision), of $130,000 for members of the Board or $205,000 for the chairperson of the Board (in each case, a $5,000 grant date fair value increase from the prior policy). Such RSUs will vest on the earlier of the first anniversary of the grant date and the date of the 2026 annual meeting of stockholders, generally subject to the non-employee director’s continued service, through the applicable vesting date.

Additional Information

Each non-employee director is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board and any committee on which he or she serves. In addition, to encourage hands-on experience with Hayward products by our directors, the Company maintains a Hayward Products Valuation and Marketing Policy pursuant to which Hayward directors and executive officers may receive Hayward pool products for personal use at no cost to the director or executive officer. No director received $10,000 or more of Hayward products under this policy in Fiscal Year 2024.

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-Party Transactions—Arrangements with our Directors and Officers.”

INSTITUTIONAL INVESTOR OUTREACH

This year we continued our 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 2024, we sought feedback from investors representing approximately 80% of our outstanding shares and engaged with seven 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 NEOs pursuant to Section 14A of the Exchange Act. 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 NEOs. We currently hold annual “Say-on-Pay” votes. The Board values the opinions of the Company’s stockholders as expressed through their votes and other communications. To provide this opportunity to our stockholders, we will present the following resolution to the stockholders at the Annual Meeting:

“Resolved, that the stockholders hereby approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed, pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, in the Company’s proxy statement for the 2025 annual meeting of stockholders.”

This Say-on-Pay vote is advisory, meaning that it is not binding on the compensation committee or the Board. This vote will not affect any compensation already paid or awarded to any named executive officer, nor will it change any decisions the Board has made. Nonetheless, the compensation committee and the Board 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

Base Salary

Provides the level of market-based compensation to attract, retain and recognize talent in key roles required for the operation of the Company

Stock Ownership Guidelines

Maintain robust stock ownership guidelines to strengthen the alignment of interests between our NEOs and our stockholders

Annual Incentive Plan

Provides short-term incentives directly linked to achievement of the Company’s annual financial and operational performance; compensation committee also may award discretionary bonuses to our NEOs in recognition of their contributions during the year

Change-in-Control Provisions

“Double trigger” severance benefits for NEOs in the event of termination following a change-in-control

Long-Term Incentives

Aligns the long-term financial interests of NEOs and stockholders

No Pledging or Hedging

NEOs are prohibited from pledging Company stock or engaging in transactions designed to hedge the value of the Company’s stock

Independent Compensation Consultant

Engaged an independent compensation consultant to advise our compensation committee and management

Benefits and Perquisites

No excessive perquisites or special benefits for NEOs

Peer Group Benchmarking

Benchmark to compensation peer group to evaluate NEO compensation relative to competitive pay market standards

Incentive-Based Compensation Clawback Policy

Maintain an incentive-based compensation clawback policy, which reinforces our commitment to our business objectives

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 a majority of the votes cast on the matter affirmatively or negatively. Abstentions and broker non-votes will have no effect on this proposal.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ADOPTION OF THE RESOLUTION APPROVING, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THIS PROXY STATEMENT.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis sets forth 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 2024 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 expressed or implied by such forward-looking statements.

In Fiscal Year 2024, our NEOs and their positions were as follows:

Named Executive Officer	Position
Kevin Holleran	President, Chief Executive Officer
Eifion Jones	Senior Vice President, Chief Financial Officer
John Collins	Senior Vice President, Chief Commercial Officer
Susan Canning	Senior Vice President, Chief Legal Officer and Corporate Secretary
Eric Sejourne	Senior Vice President, Chief Global Operations Officer

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

When setting target compensation for each of our executive officers, the compensation committee considers individual performance, experience and tenure. In evaluating the reasonableness and competitiveness of the executives’ target 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 Chief Executive Officer regarding the compensation of our other officers, including the other NEOs. Our Chief Executive Officer does not participate in the deliberations of the compensation committee and our board regarding his own compensation. 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 is 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 2024, our equity awards program included performance stock units (“PSUs”) and time-based RSUs. The vesting of the PSUs is tied to adjusted EBITDA margin, gross profit margin, and return on gross invested capital. Additionally, the number of PSUs earned by a named executive officer may be increased or decreased up to 15% based on absolute total shareholder return. The terms of the PSUs are described in more detail below. The use of these metrics along with the absolute total shareholder return modifier over a three-year 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 2024 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 NEOs. The charts do not include “All Other Compensation” shown in the “Summary Compensation Table” or any one-time equity grants.

The Company has continued to utilize short- and long-term incentive compensation as key components 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, using awards of Hayward equity, awards based on the achievement of specific performance objectives, awards with multi-year vesting schedules, or awards with combinations of these characteristics, in order to drive superior performance, incentivize long-term retention, and appropriately align the financial interests of our executive officers to our stockholders.

KEY COMPENSATION PRACTICES

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

Compensation Element	Compensation Objective
Base Salary	Provides the level of market-based compensation to attract, retain and recognize talent in key roles required for the operation of the Company
Cash-Based Incentive Compensation	Provides short-term incentives directly linked to achievement of the Company’s annual financial and operational performance

SEC Form DEF 14A filed by Hayward Holdings Inc.