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DEF 14A 1 tm231783-2_def14a.htm DEF 14A tm231783-2_def14a - none - 19.7188339s

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

Latham Group, 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 the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

To Our Stockholders:

We are pleased to invite you to attend the 2023 Annual Meeting of Stockholders of Latham Group, Inc. to be held on Tuesday, May 2, 2023, at 8:00 a.m. Eastern Daylight Time at Saratoga National Golf Club, 458 Union Avenue, Saratoga Springs, NY 12866.

In fiscal 2022, we delivered our 13th consecutive year of net sales and adjusted EBITDA growth in spite of a challenging macroeconomic environment. We are pleased with this strong performance, which was enabled by our progress in driving the material conversion from concrete to fiberglass swimming pools, strengthening our supply chain and driving operational efficiency. Together in close partnership, Latham’s Board and management team have taken actions to respond to evolving market conditions while continuing to make strategic investments that position Latham for future growth.

In 2023, our focus remains on our mission to reimagine the pool-buying journey and to provide high-quality in-ground swimming pools as an attainable luxury for homeowners. We are confident in our ability to navigate through ongoing market challenges and position ourselves for long-term growth as we continue to execute on our strategic priorities and further transform the pool industry.

2023 Annual Meeting of Stockholders

Details regarding the business to be conducted at the 2023 Annual Meeting of Stockholders and admission thereto are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement.

Your vote is important. Whether or not you plan to attend the 2023 Annual Meeting of Stockholders, we hope you will vote by Internet, telephone or mail as soon as possible to ensure your vote is recorded promptly. Please carefully review the instructions on each of your voting options described in the accompanying proxy statement, as well as in the accompanying Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card you received in the mail.

Thank you for your ongoing support of and continued interest in Latham Group, Inc. We look forward to your participation at our Annual Meeting.

Sincerely,


	Scott M. Rajeski			James E. Cline
	President and Chief Executive Officer			Chair of the Board

Latham, New York

March 21, 2023

Latham Group, Inc. Notice of Annual Meeting of Stockholders to be held May 2, 2023

Notice is hereby given that the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Latham Group, Inc., a Delaware corporation, will be held on Tuesday, May 2, 2023, at 8:00 a.m. Eastern Daylight Time at Saratoga National Golf Club, 458 Union Avenue, Saratoga Springs, NY 12866 to conduct the following items of business.

	1.			The election of three Class II directors named in the accompanying proxy statement, each to serve for a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.
	2.			The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
	3.			The approval of an amendment to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan to increase by 8,000,000 shares the number of shares of Common Stock that may be issued pursuant to awards granted under such plan and make other specified changes.
	4.			The transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof.

These items of business are more fully described in the accompanying proxy statement. We have not received notice of any other matters that may be properly presented at our Annual Meeting.

Stockholders of record at the close of business on March 6, 2023 are entitled to notice of, and to vote at, our Annual Meeting and any adjournment or postponement thereof.

We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. We will furnish proxy materials to all of our stockholders via the Internet in order to expedite stockholders’ receipt of proxy materials while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting. Accordingly, we are mailing to our stockholders of record and beneficial owners a Notice of lnternet Availability of Proxy Materials, which provides instructions on how to access the accompanying proxy statement and our annual report to stockholders for the fiscal year ended December 31, 2022 via the Internet and how to vote online. The Notice of lnternet Availability of Proxy Materials also contains instructions on how to obtain the proxy materials in printed form.

We intend to hold our Annual Meeting in person. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor the investor relations page of our website at https://ir.lathampool.com for updated information. If you are planning to attend our Annual Meeting, please check the website prior to the meeting date.

You may cast your vote over the Internet, by telephone or by completing and mailing a proxy card or voting instruction card. Voting instruction cards forwarded by or for banks, brokers or other nominees should be returned as requested by them.

We encourage you to vote promptly to ensure your vote is represented at our Annual Meeting and that we have a quorum, regardless of whether you plan to attend in person. Voting in advance does not deprive you of your right to attend our Annual Meeting and to change your vote during our Annual Meeting.

By order of the Board of Directors,

Patrick M. Sheller
Secretary
Latham, New York
March 21, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2023

The Notice of the 2023 Annual Meeting of Stockholders, the accompanying proxy statement for the 2023 Annual Meeting of Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available at www.proxyvote.com.

Table of Contents

In this proxy statement, unless otherwise indicated or the context otherwise requires, references to the “Company,” “Latham,” “we,” “us” and “our” refer to Latham Group, Inc. Latham Group, Inc. is a holding company that does not conduct any business operations and therefore references to our operations and financial performance include Latham Group, Inc. and its consolidated subsidiaries.

	Proxy Summary					1
	Proposal One: Election of Class II Directors					10
	Board of Directors and Corporate Governance					13
	Board of Directors					13
	Class III Directors—Term Expiring at the 2024 Annual Meeting					13
	Class I Directors—Term Expiring at the 2025 Annual Meeting					15
	Qualifications, Attributes, Skills and Experience of our Directors					17
	Identifying and Evaluating Candidates for Director					18
	Director Independence					19
	Board Diversity					19
	Board Roles and Responsibilities					20
	Board Leadership					20
	Board Committees					21
	Meetings of our Board—Strong Director Attendance					26
	Board’s Role in Risk Oversight					26
	Key Governance Policies					27
	Evaluations of our Board and Committees					28
	Oversight of Environmental, Social and Governance					28
	Oversight of Human Capital Management					28
	Stockholder Engagement					30
	Communications with our Board					30
	Director Compensation					31
	Director Compensation Table for 2022					32
	Report of our Audit Committee					33
	Other Audit Committee Matters					35
	Pre-Approval Policy and Procedures					35
	Independent Registered Public Accounting Firm Fees and Services					35
	Proposal Two: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2023					36

	Executive Officers					38
	Named Executive Officer Compensation					42
	Executive Summary					42
	Initial 2023 Compensation Determinations and Future Commitments					44
	2022 Compensation Determinations					45
	Compensation Policies					48
	Process for Making Compensation Determinations					49
	2022 Peer Group Utilized for Benchmarking					49
	Employment Agreements					50
	Named Executive Officer Compensation Tables					52
	Summary Compensation Table for 2022 and 2021					52
	Outstanding Equity Awards as of December 31, 2022					53
	Potential Payments upon Termination of Employment or Change in Control					54
	Proposal Three: Amendment to the 2021 Omnibus Equity Incentive Plan					56
	Certain Relationships and Related Party Transactions					70
	Security Ownership of Certain Beneficial Owners and Management					74
	Questions and Answers					76
	Forward-Looking Statements					82
	Where You Can Find More Information					82
	Form 10-K					83
	Other Matters					83
	Appendix A: First Amendment to Latham Group, Inc. 2021 Omnibus Equity Incentive Plan					A-1
	Appendix B: Latham Group, Inc. 2021 Omnibus Equity Incentive Plan					B-1

2023 Proxy Statement

Proxy Summary

This proxy statement is furnished to stockholders of Latham Group, Inc., a Delaware corporation (the “Company”), in connection with the solicitation of proxies by our board of directors (our “Board”) for use at our 2023 Annual Meeting of Stockholders to be held on Tuesday, May 2, 2023 (the “Annual Meeting”), at 8:00 a.m. Eastern Daylight Time, and at any adjournment or postponement thereof. Our Annual Meeting will be held at Saratoga National Golf Club, 458 Union Avenue, Saratoga Springs, NY 12866.

We are making this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Annual Report”) available to our stockholders electronically via the Internet at www.proxyvote.com. On or about March 21, 2023, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and vote online or by telephone. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them pursuant to the instructions provided in the Internet Notice. The Internet Notice also instructs you on how to access this proxy statement.

This proxy summary highlights information contained elsewhere in this proxy statement for our Annual Meeting. This proxy summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the 2022 operational and financial performance of Latham, you should review our Annual Report.

Annual Meeting Information

	Meeting Date			Time			Location			Record Date
	Tuesday, May 2, 2023			8:00 a.m. EDT			Saratoga National Golf Club 458 Union Avenue Saratoga Springs, NY 12866			March 6, 2023

Voting Methods Prior to Annual Meeting

Your vote is important. Whether or not you plan to attend our Annual Meeting, we urge you to vote promptly to save us the expense of additional solicitation. Please carefully review the proxy materials and cast your vote on all of the proposals.

If you are a record holder, you may vote using one of the following methods. If you are a beneficial owner, you may vote using one of the methods listed on your voting instruction card. Make sure to have your Internet Notice, proxy card or voting instruction card and follow the instructions.

	Internet			By Phone			By Mail
	www.proxyvote.com			1-800-690-6903			Request a printed copy of the proxy materials and complete, sign and return your proxy card or voting instruction card

2023 Proxy Statement 1

Proxy Summary

Proposals, Board Recommendations and Required Vote

Proposal		Board Recommendation	Required Vote
1	Election of Class II Directors	FOR each nominee	Plurality of votes cast
2	Ratification of Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2023	FOR	Majority of the voting power present in person or represented by proxy and entitled to vote
3	Approval of an Amendment to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan	FOR	Majority of the voting power present in person or represented by proxy and entitled to vote

Business Overview

Latham Group, Inc., headquartered in Latham, New York, is the largest designer, manufacturer and marketer of in-ground residential swimming pools in North America, Australia and New Zealand. With an operating history that spans over 65 years, we offer the industry’s broadest portfolio of pools and related products, including fiberglass pools, packaged pools, pool liners and pool covers. We hold the #1 market position in North America in every product category in which we compete. We believe that we are the most sought-after brand in the pool industry and the only pool company that has established a direct relationship with the homeowner. We are Latham, The Pool Company™.

We have a heritage of innovation. In an industry that has traditionally marketed on a business-to-business basis (pool manufacturer to dealer), we pioneered the first “direct-to-homeowner” digital and social marketing strategy that has transformed the homeowner’s purchase journey. Through this marketing strategy, we are able to create demand for our pools and generate and provide high quality, purchase-ready consumer leads to our dealer partners.

Partnership with our dealers is integral to our collective success, and we have enjoyed long-tenured relationships averaging over 14 years. We support our dealer network with business development tools, co-branded marketing programs and in-house training, as well as an operations platform consisting of approximately 2,200 employees across over 30 facilities. The full resources of the Company are dedicated to designing and manufacturing high-quality pool products with the homeowner in mind, and positioning ourselves as a value-added partner to our dealers.

2023 Proxy Statement 2

Proxy Summary

2022 Company Performance Highlights

Highlights of Latham’s 2022 operational and financial performance include:

2023 Proxy Statement 3

Proxy Summary

2023 Proxy Statement 4

Proxy Summary

Proposal 1—Election of Three Class II Director Nominees

In connection with our initial public offering (“IPO”) and our related reorganization transactions, our Board was constituted on December 9, 2020. Our Board currently consists of eight directors. Following a review of the individual and aggregate qualifications, attributes, skills and experience of Board members, our Board has re-nominated the three Class II directors for election at our Annual Meeting. Our Board believes that the director nominees will continue to collectively serve in the best interests of stockholders and the Company and assist our Board to fulfill its significant oversight role.

Each of the Class II director nominees will serve a three-year term and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

Name

Director
Since

Independent

Primary or Most Recent Occupation

Current Board
Committee(s)

Robert D. Evans

2020

Yes

Service as Board Director/Manager; Former Chief Financial Officer of Performance Food Group Company

Audit (Chair)

William M. Pruellage

2021

Yes

Managing Partner, Pamplona

Compensation

Scott M. Rajeski

2020

President and Chief Executive Officer, Latham

None

Mr. Evans and Mr. Pruellage are two of the four current designees of Pamplona under the Stockholders’ Agreement.

Qualifications, Attributes, Skills and Experience of our Directors

The following table sets forth a summary of key qualifications, attributes, skills and experience that our current directors contribute to our Board.

	Number of Directors
Senior Leadership or Management Experience		7
Consumer Products Expertise		7
Manufacturing and Supply Chain Experience		7
International Business Operations Experience		6
Marketing and Brand Management Expertise		6
Strategic Growth and M&A Experience		7
Other Public Company Service		4
Finance or Accounting Experience		6
Digital Transformations, Technology or Cybersecurity Expertise		3
Risk Management/Compliance Expertise		3
Human Capital Management Expertise		4

2023 Proxy Statement 5

Proxy Summary

Compensation Governance

See “Named Executive Officer Compensation” for a detailed discussion of our compensation programs and determinations for our named executive officers in 2022. The following table sets forth a summary of key compensation governance matters for our current program.

	What We Do			What We Don’t Do
	• Our independent Compensation Committee retains and actively engages with an independent compensation consultant • Our equity plan aligns with stockholder interests (see Proposal 3) • We use peer group and executive compensation survey data, which is reviewed and updated annually, as a component of establishing target annual compensation • Our rigorous, objective financial and individual goals align with our business strategy • Our incentive programs have a fixed payout cap • We use three-year or four-year pro rata annual vesting for equity awards • We use a Clawback Policy applicable to our executive officers, including upon specified detrimental activity or receipt of amounts in excess of what should have been received (due to restatement, mistake or error) • We have employment agreements with named executive officers, which include restrictive covenants relevant to our business • Our named executive officers are paid a majority of their total target compensation in equity			• No single-trigger vesting of equity awards upon change-in-control • Forfeiture of all unvested equity for any termination event (subject to mutual agreement otherwise) • No hedging or pledging of our securities, and no using derivatives • No tax gross-ups upon change-in-control or severance • No guaranteed bonuses, except new hire or severance agreements, and no one-time equity awards, except new hires • No significant perquisites, supplemental benefits, pension plans or defined benefit plans • No repricing/replacing underwater stock options and stock appreciation rights

2022 Compensation Program

The compensation program for our named executive officers is designed to attract, motivate and retain qualified employees and to provide them incentives to achieve or exceed the Company’s annual operational, financial and strategic goals and to increase long-term stockholder value. As a new public company in 2021, our Compensation Committee continues to evolve our compensation philosophy, policies and practices for our named executive officers. The 2022 compensation program for named executive officers consisted principally of a base salary, an annual cash bonus, and equity awards (annual stock option awards and new hire RSU awards).

Our Chief Executive Officer’s target annual compensation included a base salary of $450,000 (an increase of 12.5%), a target bonus of 100% of base salary (consistent with 2021), and a target long-term incentive award of 250% of base salary (consistent with 2021). Based on Company performance and individual performance, he earned 13.8% of his target annual cash bonus, or $62,280.

2023 Proxy Statement 6

Proxy Summary

Initial 2023 Compensation Determinations and Future Commitments

Our Compensation Committee intends to continue to evolve our compensation program for named executive officers. Our Compensation Committee has approved key components of the 2023 compensation program for named executive officers:

•

The base salaries, target bonuses (as a % of base salary) and target annual equity (as a % of base salary) for named executive officers will remain unchanged from 2022.

•

The annual bonus plan will be solely based on an Adjusted EBITDA performance goal.

•

The annual equity program will consist of 70% RSUs and 30% stock appreciation rights (“SARs”); the SARs are contingent on stockholder approval of Proposal Three.

	Our Compensation Committee also has made a commitment to:
	• In 2023, adopt stock ownership guidelines for our named executive officers (and non-employee directors)
	• For the 2024 annual equity program, include performance-based equity awards for our named executive officers

Key Corporate Governance Highlights

Our Board has taken a reasonable, measured approach in implementing our corporate governance policies and practices in light of our IPO in April 2021, our ongoing status as a controlled company and challenging macroeconomic conditions.

	Our Board recognizes the importance of evolving our corporate governance practices as we become a mature publicly traded company. By no later than our 2028 annual meeting of stockholders, which is seven years following our IPO, our Board is committed to effectuate:
	• Fully independent standing Committees (Audit, Compensation, and Nominating and Corporate Governance) • A plurality plus resignation policy for uncontested director elections

Key elements of our current governance are set forth below.

•

Independent, non-executive Chair of Board

•

Five of eight independent directors, and fully independent Audit and Compensation Committees

•

Regular executive sessions of non-management directors, and at least an annual executive session of independent directors

•

Annual Board and Committee self-evaluations

•

Significant strategy and risk oversight by Board and Committees

•

Director onboarding and continuing director education

•

Annual review of Committee charters and key governance policies

•

Key oversight of human capital management and ESG initiatives and related public reporting

•

Strong director attendance at Board and Committee meetings

•

Management and director succession planning

•

No dual classes of Common Stock (i.e. no unequal voting rights)

•

No poison pill

•

No director overboarding

•

No hedging or pledging regarding our securities, and no using derivatives

2023 Proxy Statement 7

Proxy Summary

On April 27, 2021, we entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with Pamplona Capital Partners V, L.P., an investment fund (the “Pamplona Fund”) managed by affiliates of Pamplona Capital Management, LLC (together with its respective subsidiaries and affiliates, “Pamplona”), and Wynnchurch Capital Partners IV, L.P. (“Wynnchurch IV”) and WC Partners Executive IV, L.P. (“WC Executive”) (collectively, the “Wynnchurch Funds”), managed by affiliates of Wynnchurch Capital, L.P. (together with its respective subsidiaries and affiliates, “Wynnchurch”). The Stockholders’ Agreement grants Pamplona the right to nominate to our Board a number of designees on a sliding scale depending on Pamplona’s affiliates’ ownership of shares of the Company’s common stock, par value $0.01 per share (our “Common Stock” or “shares of Common Stock”). Mr. Derbyshire, Mr. Evans, Mr. Laven and Mr. Pruellage are the current designees of Pamplona under the Stockholders’ Agreement. Wynnchurch had certain director nomination rights, which they waived beginning in July 2022. For more information, see “Certain Relationships and Related Party Transactions—Stockholders’ Agreement.” References to our “Principal Stockholders” in this proxy statement refer to the Pamplona Fund, managed by Pamplona, and the Wynnchurch Funds, managed by Wynnchurch.

Environmental, Social and Governance

As a leading global manufacturer of inground swimming pools, our ambition is to lead the way towards a more sustainable future for our industry. In launching our formal ESG program, we worked with independent consultants beginning in the second half of 2021 to assess our ESG performance, benchmark our efforts against industry peers and establish a comprehensive strategy to manage ESG risks and opportunities and enhance disclosure of our program. See “—Board of Directors and Corporate Governance—Oversight of Environmental, Social and Governance.”

Proposal 2—Ratification of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2023

Our Board is seeking stockholder support to ratify the appointment of Deloitte & Touche LLP (“Deloitte & Touche”) as our independent registered public accounting firm for 2023. Our Audit Committee conducted a competitive process to select an independent registered public accounting firm for 2020 in connection with preparing for our IPO, and Deloitte & Touche was selected and appointed at such time. Our Audit Committee has continued its engagement with Deloitte & Touche since such date.

	Our Audit Committee has reappointed Deloitte & Touche as the Company’s independent registered public accounting firm for the year ending December 31, 2023, including based upon the following factors:
	• Efficiencies of continued engagement • Audit effectiveness • Expertise and industry knowledge • External data on audit quality and performance • Reasonableness of fees • Communication • Ratification proposal support at the Company’s 2022 annual meeting

Proposal 3—Amendment to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan

Our Board is asking our stockholders to approve an amendment (the “Amendment”) to the Latham Group, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Omnibus Equity Plan”). The 2021 Omnibus Equity Plan was initially adopted in April 2021 preceding our IPO.

2023 Proxy Statement 8

Proxy Summary

We use awards under the 2021 Omnibus Equity Plan to attract and retain employees, ensure that our compensation program provides appropriate incentives to motivate our key employees, officers and non-employee directors to contribute to our long-term performance and growth, develop a culture of ownership, and align further the interests of participants and our stockholders. Stockholder approval of the Amendment will permit us to continue to grant equity compensation awards to our key employees, officers and non-employee directors in furtherance of this philosophy.

Our Board has determined that it is in the best interests of us and our stockholders to approve the Amendment, which includes an increase in the share pool, as well as other best practice equity plan matters. The Amendment provides for the following terms.

•

An increase by 8,000,000 shares of the number of shares of Common Stock that may be issued pursuant to awards.

•

A prohibition on recycling of shares withheld or remitted to pay taxes for all awards (to enhance the current prohibition, which solely addresses stock options and SARs).

•

A minimum vesting period of one year for all awards, with an exception for shares representing 5% of the share pool.

•

A prohibition on the transfer of stock options and SARs for value or to third-party financial institutions without stockholder approval.

On March 1, 2023, our Compensation Committee approved our annual equity award grants under the 2021 Omnibus Equity Plan to officers and other employees. A portion of the awards granted to our executive officers included SARs for an aggregate of 790,181 shares of our Common Stock, with a strike price of $3.24 per share (the “Contingent Grants”). The Contingent Grants are subject to stockholder approval of this Proposal Three and the effectiveness of the Amendment, since we do not have enough shares of Common Stock in the share pool to support such grant currently. If the Amendment is not approved, the Contingent Grants will be canceled in their entirety.

Excluding the Contingent Grants, we had 289,475 shares of our Common Stock remaining available for issuance for awards under the 2021 Omnibus Equity Plan as of March 6, 2023.

	Our Compensation Committee is recommending the approval of the Amendment for the following reasons:
	• Critical Importance of Equity Awards to Our Long-Term Business Strategy, Including Employee Recruitment and Retention in a Competitive Market • Historical Usage and Effectiveness of Prior Equity Grants Strongly Impacted by Macroeconomic Conditions and Stock Price Volatility • We Did Not Utilize Customary Methods to Avoid or Limit Stockholder Approval of Share Pool Increases • Our Compensation Committee is Committed to Evolving our Annual Equity Program • A Reasonable Number of Shares Will Be Added to the 2021 Omnibus Equity Plan • The 2021 Omnibus Equity Plan, as Amended, Includes Significant Compensation and Governance Best Practices

2023 Proxy Statement 9

Proposal One: Election of Class II Directors

General

At our Annual Meeting, our stockholders will vote to elect the three Class II director nominees named in this proxy statement. Class II directors elected at our Annual Meeting will serve for three-year terms until our annual meeting of stockholders to be held in 2026 and until a successor has been duly elected and qualified, or until such director’s earlier resignation, retirement or other termination of service.

Based on its beneficial ownership of our Common Stock as of the record date, Pamplona has the right to designate four directors to our Board.

Class II Directors—Nominees for Election at our Annual Meeting

Our Board nominated Robert D. Evans, William M. Pruellage and Scott M. Rajeski for election to our Board as Class II directors at our Annual Meeting. These nominees were recommended by our Nominating and Corporate Governance Committee and approved for nomination by our Board, each in accordance with our established process for evaluating candidates to serve on our Board. Each of Mr. Evans and Mr. Pruellage is a director designee of Pamplona.

Our Nominating and Corporate Governance Committee recommended the appointment of Mr. Evans, Mr. Pruellage and Mr. Rajeski to our Board after considering each of their backgrounds, qualifications and professional experience. See “—Qualifications, Attributes, Skills and Experience of our Directors”, and “—Identifying and Evaluating Candidates for Director” for additional information thereon.

Each of Mr. Evans, Mr. Pruellage and Mr. Rajeski currently serves on our Board, has consented to be named in this proxy statement and has agreed to serve, if elected, until the 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation, removal or other termination of service. There are no family relationships between or among any of our executive officers, nominees, or continuing directors.

The following sets forth the biographical information regarding our Class II director nominees, including the experience, qualifications, qualities and skills that led our Board to conclude that each director should continue to serve on our Board.

Name

Age

Director
Since

Independent

Primary or Most Recent Occupation

Current Board
Committee(s)

Robert D. Evans

2020

Yes

Service as Board Director/Manager; Former Chief Financial Officer of Performance Food Group Company

Audit (Chair)

William M. Pruellage

2021

Yes

Managing Partner, Pamplona

Compensation

Scott M. Rajeski

2020

President and Chief Executive Officer, Latham

None

2023 Proxy Statement 10

Proposal One: Election of Class II Directors

Robert D. Evans

Age: 63

Director Since: 2020

Committee Memberships:

•

Audit, Chair

Robert D. Evans became a member of the board of directors of Latham Pool Products in July 2019 and of our Board in December 2020. He currently serves on two boards of managers. Since 2019, Mr. Evans has served as a member of the board of managers and strategic alternatives committee of Quirch Foods Parent, LLC (dba Quirch Foods), a distributor, importer and exporter of food products. He has also served as a member of the compensation committee since 2019 and as its chair beginning in 2023. Since 2018, he has served as a member of the board of managers and the chair of the audit committee of Del Real Holdco, LLC (dba Del Real Foods), a food company. Additionally, from 2017 to September 2021, Mr. Evans had served as a member of the board of managers and a chair of the audit committee of BMark Investment Holdings, LP (dba BakeMark Foods), a distributor of quality bakery products. From 2009 to 2016, Mr. Evans served as Chief Financial Officer of Performance Food Group Company (NYSE: PFGC), a distributor of food products. From 2005 to 2008, he was President of Black Diamond Holdings, a start-up manufacturer and retailer of eco-friendly cleaning services. From 2000 to 2004, Mr. Evans was Executive Vice President, Finance and Development of Giant Foods of Landover MD, a retail supermarket chain in the Baltimore/Washington, D.C. area. Prior to that, Mr. Evans has served as Vice President of Strategy and Corporate Development, Senior V

SEC Form DEF 14A filed by Latham Group Inc.