Sector: Industrials
HAYWARD HOLDINGS INC · Meeting: May 21, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
Director since June 2017; the 3-year TSR gap of -30.8pp versus the peer group median does not exceed the 35pp threshold required to trigger a No vote for low-positive absolute TSR, no overboarding, no attendance issues, and brings relevant finance and industrial expertise.
Director since December 2017; the 3-year TSR gap of -30.8pp versus the peer group median does not exceed the 35pp threshold, no overboarding, no attendance issues, and brings deep multinational operations and supply chain experience relevant to Hayward's business.
Director since March 2021; the 3-year TSR gap of -30.8pp versus the peer group median does not exceed the 35pp threshold, holds two outside public board seats (Constellium SE and Compass Minerals) which is within the four-seat limit, no attendance issues, and brings strong CFO-level financial expertise as an audit committee financial expert.
All three Class II nominees — Kevin Brown, Arthur Soucy, and Lori Walker — receive a FOR vote. Hayward's 3-year price return of +18.4% is low-positive, meaning the policy triggers a No vote only if the company trails its named compensation peer group median by 35 percentage points or more. The actual gap is -30.8pp, which falls just below that threshold, so the TSR trigger does not fire. No director has overboarding concerns (Lori Walker holds two outside public seats, within the four-seat limit), all directors met the 75% attendance requirement, and each nominee brings relevant skills with a properly disclosed board skills matrix.
CEO
Kevin Holleran
Total Comp
$6,736,782
Prior Support
92%%
CEO total compensation of approximately $6.7 million is reasonable for a $2.9 billion industrial company, and the program is well-structured: roughly 84% of the CEO's target pay is at-risk through annual cash incentives and equity awards, well above the 50-60% threshold the policy requires. The long-term equity awards use meaningful multi-year performance conditions tied to net sales growth, adjusted profit margins, and return on invested capital, plus a relative total shareholder return modifier benchmarked against the S&P SmallCap 600 Industrials Index — these are exactly the kinds of long-term, measurable metrics the policy favors. The prior-year Say-on-Pay vote received 92% support, the company has a functioning clawback policy, and there are no individual executive pay outliers that cross the policy's red-line thresholds.
Auditor
PricewaterhouseCoopers LLP
Tenure
27 yrs
Audit Fees
$2,105,000
Non-Audit Fees
$23,000
PwC has served as Hayward's auditor since 1999, a tenure of approximately 27 years, which exceeds the 25-year threshold in the voting policy. The non-audit fee ratio is well within limits — non-audit fees (audit-related fees of $5,000 plus tax fees of $16,000 plus all other fees of $2,000 = $23,000) represent only about 1.1% of audit fees of $2,105,000, posing no independence concern. However, the proxy does not provide a specific and compelling rationale for retaining an auditor of this tenure, nor does it disclose a concrete multi-year rotation plan, so the tenure trigger stands and a No vote is warranted.
The 2026 Hayward Holdings annual meeting contains three management proposals. Director elections receive a full FOR slate because the company's 3-year TSR underperformance versus its named peer group (-30.8pp) falls just below the 35-percentage-point trigger threshold applicable to a low-positive absolute return stock. The Say-on-Pay vote is FOR given a well-structured, heavily performance-weighted program and 92% prior-year support, but the auditor ratification vote is AGAINST because PwC's tenure of approximately 27 years exceeds the policy's 25-year limit and the proxy offers no compelling rationale or rotation plan to justify continued engagement.
15 companies disclosed in 2026 proxy filing
