Document

DEF 14A 1 a2022proxy.htm POOL 2022 PROXY STATEMENT Document

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

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Pool Corporation

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Notice of 2022 Annual Meeting

and Proxy Statement

Tuesday, May 3, 2022

9:00 a.m. Central Time

Online at

www.virtualshareholdermeeting.com/POOL2022

Dear Fellow Shareholder,

It is my pleasure to invite you to attend our 2022 annual meeting of stockholders (the Annual Meeting) on Tuesday, May 3, 2022, at 9:00 a.m. Central Time. In light of the COVID-19 pandemic and in an effort to maintain the health and well-being of our stockholders, employees, directors, and officers, we will be hosting an entirely virtual meeting this year. You will be able to virtually attend the Annual Meeting, vote, and submit your questions by following the instructions in the accompanying proxy materials.

Your vote is important to us. The accompanying Annual Notice of Meeting and Proxy Statement describe the matters being voted on and contain other information relating to Pool Corporation. Please read these materials carefully. Whether or not you plan to virtually attend the meeting, please ensure that your shares are represented by giving us your proxy. You can do so by telephone, by Internet, or by signing and dating the enclosed proxy form and returning it promptly by mail.

I want to once again thank our 5,500 employees for their tireless efforts in this challenging environment. I continue to be grateful for and proud of our field and support employees who won in a year of extremes. They did a fantastic job despite the adversity, and I am humbled by their results. It is my privilege to work with them each and every day.

We value your investment in Pool Corp, and we thank you for the trust you place in us.

Sincerely,

Peter D. Arvan

President, Chief Executive Officer, and Director

POOL CORPORATION

_____________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Pool Corporation (the Company, we, us or our) cordially invites you to electronically attend its 2022 annual meeting of stockholders (the Annual Meeting) on Tuesday, May 3, 2022, at 9:00 a.m. Central Time. The Annual Meeting will be held in a virtual meeting format only. You will not be able to physically attend the Annual Meeting. You will be able to virtually attend the Annual Meeting, vote and submit your questions by visiting www.virtualshareholdermeeting.com/POOL2022, entering the 16-digit control number included on your proxy card, and following the instructions for participation and voting.

At the Annual Meeting, you will be asked to:

1.elect the nine director nominees named in our attached Proxy Statement, each to serve a one-year term or until their successors have been elected and qualified;

2.ratify the retention of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the 2022 fiscal year;

3.cast a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in our attached Proxy Statement (the say-on-pay vote); and

4.consider any other business which may properly arise at the Annual Meeting.

The accompanying Proxy Statement describes the matters being voted on and contains other information relating to Pool Corporation.

The Board of Directors has set Tuesday, March 15, 2022, as the record date for the Annual Meeting. This means that only record owners of the Company’s common stock at the close of business on that date are entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the Annual Meeting.

By Order of the Board of Directors,

Jennifer M. Neil

Corporate Secretary

Covington, Louisiana

March 29, 2022

Every stockholder’s vote is important. Please sign, date and return the enclosed proxy card, or authorize your proxy by telephone or via the internet. See “Frequently Asked Questions Regarding Attendance and Voting” for information about voting by telephone or internet.

POOL CORPORATION

TABLE OF CONTENTS


			Page
Frequently Asked Questions Regarding Attendance and Voting			1
Election of Directors (Proposal 1)			5
Principal Stockholders			17
Equity Compensation Plan Information			19
Compensation Discussion and Analysis			20
Executive Summary			20
Compensation Philosophy and Objectives			24
Process of Setting Compensation			25
Components of Compensation			27
Report of the Compensation Committee			36
Executive Compensation			37
Director Compensation			45
Certain Relationships and Related Transactions			46
Report of the Audit Committee			47
Proposal to Ratify the Retention of Independent Registered Public Accounting Firm (Proposal 2)			48
Advisory Vote to Approve Named Executive Officer Compensation (Proposal 3)			49
Stockholder Proposals and Board Nominations			50

POOL CORPORATION

109 Northpark Boulevard

Covington, Louisiana 70433

PROXY STATEMENT

Frequently Asked Questions Regarding Attendance and Voting

Q: Why am I receiving these materials?

A: This proxy statement summarizes information you need to vote at our 2022 annual meeting of our stockholders (the Annual Meeting) to be held on Tuesday, May 3, 2022, at 9:00 a.m. Central Time via live webcast on the internet, and any adjournment of the meeting. We are sending this proxy statement to you because our Board of Directors (the Board) is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement is being sent to record date stockholders on or about March 29, 2022.

Q: Who may vote and how many shares must be represented to hold the Annual Meeting?

A: Only shareholders of record at the close of business on March 15, 2022, may vote. As of that date, there were 40,125,612 shares of our Common Stock outstanding. The holders of a majority of those shares will constitute a quorum, which is necessary to conduct the business of the Annual Meeting. This means at least a majority of the outstanding shares eligible to vote must be represented at the Annual Meeting either virtually or by proxy. If you submit your proxy or if you attend the Annual Meeting virtually, your shares will be counted for the purpose of determining a quorum, even if you abstain from voting on some or all matters introduced at the Annual Meeting. Also, if you hold your shares in “street name,” your shares will be counted in determining a quorum if your bank, broker or other holder of record votes your shares on any matter.

Q: How many votes do I have?

A: With respect to the election of directors, each stockholder is entitled to one vote for every share of common stock, $0.001 par value (Common Stock) owned on the record date for each position to be filled. For each other matter, each stockholder is entitled to one vote per share.

Q: When and where will the Annual Meeting be held?

A: The Annual Meeting will be held in a virtual meeting format only on Tuesday, May 3, 2022, at 9:00 a.m. Central Time via live webcast on the internet. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Central Time, and you should allow ample time for the check-in procedures.

Q: What proposals will be voted on at the Annual Meeting?

A: At the Annual Meeting, you will be asked to:

(1)elect the nine director nominees named in this Proxy Statement to the Board of Directors, each to serve a one-year term or until their successors have been elected and qualified;

(2)ratify the retention of Ernst & Young LLP, certified public accountants, as our independent registered public accounting firm for the 2022 fiscal year; and

(3)cast a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement (the say-on-pay vote).

The Board does not know of any additional matters to be presented at our Annual Meeting other than those described in this Proxy Statement.

Q: How does the Board recommend that I vote?

A: The Board unanimously recommends that you vote your shares FOR the election of each of the director nominees and FOR proposals 2 and 3 described above.

Q: How can I vote my shares without attending the Annual Meeting?

A: The answer depends on whether you hold shares directly in your name (holder of record), or through a bank, broker, trustee or other holder of record (beneficial owner).

•Holder of record. You are the holder of record if your shares are registered in your name with our registrar, Computershare Trust Company, N.A. In this case, we sent these proxy materials directly to you. You may vote your shares electronically during the Annual Meeting, or you may grant us your proxy to vote your shares by using the enclosed proxy card or by telephone or the internet. The proxy card provides voting instructions.

•Beneficial owner. You are the beneficial owner if you hold your shares indirectly through a bank, broker, trustee or other holder of record. (Beneficial owners holding their shares at a bank or through a brokerage account are sometimes called “street name” holders.) In this case, we sent these proxy materials to the holder of record, and they were forwarded to you with a voting instruction card. As the shares’ beneficial owner, you may direct your bank, broker, trustee, or other holder of record how to vote, and you are also invited to attend the meeting. Please refer to the information provided by your bank, broker, trustee, or other holder of record for further information on how to virtually attend the Annual Meeting, vote and submit questions.

Q: How can I vote my shares in person and participate in the Annual Meeting?

A: You may attend the virtual Annual Meeting if you are a stockholder of record as of March 15, 2022, the record date. You will be able to attend the Annual Meeting, vote and submit your questions by visiting www.virtualshareholdermeeting.com/POOL2022. Please enter the 16-digit control number included on your proxy card and follow the instructions for participation and voting.

You may vote your shares electronically at the Annual Meeting if you are the holder of record. If you are the beneficial owner, you may also vote electronically at the Annual Meeting if you obtain a legal proxy from your broker, bank or other nominee. However, even if you plan to virtually attend the Annual Meeting, we recommend that you vote your shares in advance, so that your vote will be counted if you are unable to attend the Annual Meeting.

Q: Will I be able to participate in the virtual Annual Meeting in the same way that I would be able to participate in an in-person meeting?

A: Yes. We have taken steps to ensure that the format of the virtual Annual Meeting affords stockholders the same rights and opportunities to participate as they would at an in-person meeting. You can access the rules of conduct for the meeting on the meeting website at www.virtualshareholdermeeting.com/POOL2022. You may also submit questions in advance of the meeting.

You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your control number found on your proxy card or voting instruction form. Questions may also be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/POOL2022. We will respond to as many inquiries at the Annual Meeting as time allows, although questions may be limited on a per stockholder basis due to time constraints. Off-topic, personal or other inappropriate questions will not be answered.

Q: What if I have technical difficulties during the check-in time or during the Annual Meeting?

A: If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page at www.virtualshareholdermeeting.com/POOL2022. Please be sure to check in by 8:45 a.m. Central Time on Tuesday, May 3, 2022, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live webcast begins.

Q: Could other matters be decided at the Annual Meeting?

A: We are not aware of any matters to be presented other than those described in this Proxy Statement. By signing and returning a proxy card, however, you will give to the persons named as proxies discretionary voting authority with respect to any other matter that may properly come before the Annual Meeting, and they intend to vote on any such matter as recommended by the Board of Directors.

Q: What if I do not indicate my voting instructions for one or more of the matters on my proxy card?

A: If you execute and return your proxy but do not give voting instructions, your shares will be voted as recommended by the Board. This means that unless your proxy is otherwise marked, properly executed proxies will be voted FOR the election of each of the director nominees and FOR proposals 2 and 3 (the ratification of the retention of the independent registered public accounting firm for fiscal year 2022 and the say-on-pay vote).

Q: What happens if I do not return my proxy? What is discretionary voting authority, and what is a broker non-vote?

A: If you are a holder of record and do not return a proxy, your shares will not be voted.

If you are a beneficial owner, you are entitled to give voting instructions to your bank, broker, or other holder of record, and they must vote your shares according to your instructions. If you do not provide instructions, then under the rules of the New York Stock Exchange (NYSE), brokers generally have discretionary authority to vote on “routine” matters but not on “non-routine” matters. A “broker non-vote” occurs when a beneficial owner does not give voting instructions to the bank, broker, or other holder of record on matters deemed “non-routine.” Broker non-votes are treated as present for purposes of determining the existence of a quorum at the Annual Meeting.

Proposal 2, the ratification of the retention of the independent registered public accounting firm, is considered a routine matter, and your broker has discretionary authority to vote on this proposal if you do not provide voting instructions. The remaining proposals listed in this Proxy Statement (the election of directors and the say-on-pay vote) are classified as non-routine matters under the NYSE rules. Therefore, if you are a beneficial owner and do not provide voting instructions to your broker, your broker may not vote on these proposals, and the result is a broker non-vote.

Q: What are the voting options and the vote required to approve each proposal? What are the effects of abstentions and broker non-votes?

Proposal

Voting Options

Vote Required to Approve the Proposal

Effect of Abstentions

Effect of Broker Non-Votes

No. 1 - Elect the nine director nominees named in this Proxy Statement

You may vote for or against each director nominee, or you may abstain.

To be elected, each director must receive an affirmative majority of the votes cast. This means that the votes cast “for” a nominee’s election must exceed the votes cast “against” the nominee.

No effect because only votes cast are considered

No. 2 - Ratify retention of independent registered public accounting firm

You may vote for or against the proposal, or you may abstain.

Affirmative vote of a majority of the shares of Common Stock present virtually or by proxy and entitled to vote

Treated as votes against

Brokers have discretionary authority to vote on this proposal, so there should be no broker non-votes on this item.

No. 3 - Say-on-pay vote

You may vote for or against the proposal, or you may abstain.

Affirmative vote of a majority of the shares of Common Stock present virtually or by proxy and entitled to vote

Treated as votes against

No effect because shares are not entitled to be voted

In uncontested elections, our directors are elected by the affirmative vote of the holders of a majority of the shares of our Common Stock voted. In contested elections (where the number of director nominees exceeds the number of directors to be elected), our directors are elected by a plurality of shares of our Common Stock voted. Under our Bylaws, all other matters require the affirmative vote of the holders of a majority of the shares of our Common Stock present virtually or by proxy and entitled to vote, except as otherwise provided by statute, our Certificate of Incorporation or our Bylaws.

Q: Can I change or revoke my proxy?

A: Yes. You may change or revoke your proxy at any time before the shares are voted at the Annual Meeting by doing one of the following:

a)mail (i) a new proxy card with a later date or (ii) a written revocation addressed to:

Pool Corporation

Jennifer M. Neil, Corporate Secretary

109 Northpark Boulevard

Covington, LA 70433-5001

b)virtually attend the Annual Meeting and vote electronically.

If you hold your shares in street name, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your broker, bank or other nominee.

Q: Why did I receive more than one set of proxy materials?

A: Receiving more than one set of proxy materials generally means you have shares held in different names or different accounts. It’s important that you respond to all the proxy solicitation requests to ensure that all of your shares are voted.

Q: Who will pay the expenses incurred in connection with the solicitation of my vote?

A: We pay the cost of preparing proxy materials and soliciting your vote. We will, upon request, reimburse brokers and other nominees for the cost of mailing materials to beneficial owners. Some of our employees, who will receive no additional compensation, may solicit proxies by telephone or electronic mail. We also pay all Annual Meeting expenses.

Q: Who presides over the Annual Meeting?

A: Our Chairman of the Board will preside over the Annual Meeting. The Chairman will have the power to declare the actions of any shareholder as out of order, and he may also disregard any proposed nomination of a director nominee or any other matter that is not presented in accordance with our Bylaws.

What happens if the Annual Meeting is postponed or adjourned?

A: Unless a new record date is fixed, your proxy will still be valid and may be voted at the postponed or adjourned Annual Meeting. You will still be able to change or revoke your proxy at any time until it is voted.

Q: Who counts the votes?

A: Broadridge Financial Solutions tabulates the votes.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 3, 2022:

The Company’s 2022 Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2021 are available at http://ir.poolcorp.com/proxy-statements-annual-reports.

Election of Directors

(Proposal 1)

General

Our Bylaws provide that the size of our Board may be increased or decreased from time to time by resolution of the Board. On May 24, 2021, the Board increased the size of the Board to nine members and, upon recommendation of the Nominating and Corporate Governance Committee, appointed Martha “Marty” S. Gervasi.

Each of our current directors is standing for reelection at the Annual Meeting, and each has been nominated by our Board, based on the recommendation of the Nominating and Corporate Governance Committee. Other than Ms. Gervasi, each of the nominees was previously elected a director of the Company by our stockholders, and each of the nominees has indicated his or her intention to serve if elected. However, if any director nominee is unable or unwilling to take office at the Annual Meeting, your proxy may be voted in favor of another person or other persons nominated by the Board. If elected, each director nominee will serve a one-year term expiring at our 2023 annual meeting of stockholders or until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

Our Bylaws include a majority voting standard in uncontested director elections. This means that if the number of shares voted against any sitting director is more than the number of shares voted for the election of that director, the director must submit a letter to the Board offering to resign. The Board, after considering the recommendation of the Nominating and Corporate Governance Committee, must decide whether to accept, reject or take other action with respect to the resignation within 90 days from certification of the election results.

Board Membership Criteria

At least annually, our Nominating and Corporate Governance Committee evaluates the effectiveness of our Board and Board committees and reviews the appropriateness of the composition and size of our Board and Board committees. As reflected in our Corporate Governance Guidelines, it our policy that in identifying, evaluating, and considering potential nominees, our Nominating and Corporate Governance Committee looks for candidates with relevant educational, business and industry experience and demonstrated character and judgement. Further, the committee seeks to identify individuals with the highest personal and professional ethics, integrity and values, who can commit themselves to representing the long-term interests of our stockholders. Nominees must also have an inquisitive and objective perspective, practical wisdom and mature judgment. Nominees must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serving on our Board for an extended period of time.

In reviewing the composition of our Board and potential nominees, our Nominating and Corporate Governance Committee also considers the director independence and committee requirements of The Nasdaq Stock Market LLC (Nasdaq) listing rules and all legal requirements. Our Board seeks independent directors with a broad diversity of experience, professions, skills, geographic representation and backgrounds that will enhance the quality of the Board’s deliberations and decisions.

Our Nominating and Corporate Governance Committee and Board believe the nominees fulfill the criteria described above. In addition, the Board has determined that seven of our nine director nominees (including all committee members) are independent under Nasdaq listing rules. All four current members of our Audit Committee are “audit committee financial experts,” as defined by the Securities and Exchange Commission (SEC) rules. In addition to these attributes, each of the nominees has a strong background and relevant experience which led our Nominating and Corporate Governance Committee and Board to conclude that he or she should serve as a director of our Company. We describe these qualifications individually for each nominee below.

Board Diversity

The Board recognizes that its success hinges on its ability to meet a broad spectrum of challenges, and successfully navigating these challenges demands not only a diverse set of perspectives, backgrounds, and skills, but strong communication and collaboration among the whole Board. To that end, the Board’s composition and culture is crucial. Our goal is a balanced and diverse board, with members who bring a diversity of skills, expertise, experiences, perspectives, tenures and personal characteristics, including with regard to race, gender, age, and ethnicity. We are also committed to a balanced approach to director tenure, allowing the Board to benefit from the knowledge and experience of longer-serving directors as well as fresh perspectives from newer directors. Four of our seven independent directors have served on our Board less than eight years, and the average tenure of our independent director nominees is twelve years.

As noted in the table below, we are in compliance with Nasdaq Rule 5605(f), which requires companies to have at least two diverse board members. This table provides certain highlights of the composition of our Board members as of March 15, 2022. Each of the categories listed in the table below reflects the meanings in Nasdaq Rule 5605(f).


Board Diversity Matrix (as of March 15, 2022)
Total Number of Directors	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	7	—	—
Part II: Demographic Background
Number of Directors Who Identify in Any of the Categories Below:
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	6	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

Information about our Director Nominees

Below is biographical information about each of our director nominees, including information regarding tenure as a director, business experience and qualifications, education and other company directorships. The summaries are not comprehensive, but describe the primary experiences, attributes and skills that led the Nominating and Corporate Governance Committee and our Board to nominate these individuals to serve as directors of our Company. In addition to the qualifications referred to below, we believe each of our directors has a reputation for demonstrating integrity, honesty, high ethical standards and sound business judgment.


			Business experience: Mr. Arvan has served as our president and chief executive officer since January 2019. He served as our executive vice president from January 2017 to January 2019 and as our chief operating officer from August 2017 to January 2019. Prior to joining Pool Corporation, Mr. Arvan served as chief executive officer of Roofing Supply Group from 2013 to 2015 and as president of GE/SABIC Polymershapes from 2004 to 2013. Other qualifications: Mr. Arvan graduated cum laude from the State University of New York at Utica with a Bachelor of Professional Studies in Business Administration. Among other qualifications, Mr. Arvan brings to the Board senior leadership experience, strong operating expertise and marketing and strategic planning knowledge.
Peter D. Arvan Age: 56 Director since: 2019 Areas of expertise include: •Operations •Management •Marketing •Strategic Planning


			Business experience: Ms. Gervasi currently serves as a senior advisor and executive coach with My Next Season, a consulting company. From 2012 to 2020, she served as the chief human resources officer and later as an executive advisor to the CEO and board of directors of The Hartford Financial Services Group, Inc. (The Hartford), an insurance and investment company, where she also served as senior vice president of human resources from 2010 to 2012. Prior to joining The Hartford, Ms. Gervasi held a variety of human resource positions with General Electric and Saudi Basic Industries (SABIC), where she gained a strong foundation in managing global workforces. Other qualifications: Ms. Gervasi earned a bachelor’s degree in American Studies and Business from the University of St. Joseph, and she holds a Master of Business Administration in human resources from the Lally School of Management and Technology at Rensselaer Polytechnic Institute. Among other qualifications, Ms. Gervasi brings to the Board extensive leadership and human capital experience and a strong history of talent management.
Martha S. Gervasi Age: 60 Director since: May 24, 2021 Areas of expertise include: •Human resources/compensation •Mergers and acquisitions •International operations •Corporate governance •Succession planning


			Business experience: Mr. Graven is a co-founder and managing member of Triad Investment Company, LLC, a private investment company, since 1994. From 1990 to 1994, he served as president, chief operating officer and director of Steel Technologies, Inc., a former Nasdaq-listed steel processing company, where he also served in various positions including executive vice president, chief financial officer, vice president of finance and corporate controller, from 1979 to 1990. Other directorships: From 1993 to 2008, Mr. Graven was a director of Performance Food Group Company (NYSE, formerly Nasdaq: PFGC), a foodservice distribution company, serving on its audit, compensation and corporate governance committees. From 1981 to 1994, he served as a director of Steel Technologies, Inc. and from 1988 to 1994 as a director of Processing Technologies, Inc., a joint venture of LTV Steel, Mitsui Steel Development Company and Steel Technologies, Inc. Other qualifications: Mr. Graven received a Bachelor of Science from Murray State University and is a certified public accountant. Among other qualifications, Mr. Graven brings to the Board broad leadership and corporate governance experience as well as comprehensive experience in financial and risk management matters.
Timothy M. Graven Age: 70 Director since: 2015 Areas of expertise include: •Finance •Management •Compensation •Corporate governance •Audit


			Business experience: From 2017 to 2019, Mrs. Oler served as senior vice president/president, North American sales and service of W.W. Grainger, Inc. (Grainger), a distributor of maintenance, repair and operating supplies used by businesses and institutions, gaining strong expertise in business turnarounds and leading transformational initiatives, including a Canadian business turnaround, sales end market segmentation and new pricing models. She joined Grainger as regional sales vice president in 2002 and held several roles with increasing responsibility. Prior to joining Grainger, Mrs. Oler gained extensive sales and leadership experience with Alliant FoodService, Inc. from 1996 to 2002, Kraft Foods from 1986 to 1996 and I. Feldman & Company from 1973 to 1986. Other directorships: Mrs. Oler serves as a director of Horizon Global Corporation (NYSE: HZN), a leading manufacturer of branded towing and trailering equipment, and OMNIA Partners, a procurement and supply chain management company. Other qualifications: Mrs. Oler holds a Bachelor of Science from the University of Maryland. Among other qualifications, Mrs. Oler brings to the Board extensive leadership and general management experience, a strong history of strategic go-to-market and sales team development, a proven track record of driving revenue growth, and significant customer service experience.
Debra S. Oler Age: 67 Director since: 2018 Areas of expertise include: •Business development •Management •Turnarounds and business transformation •Marketing •Distribution knowledge


			Business experience: Mr. Perez de la Mesa served as our president and chief executive officer from 2001 until his retirement at the end of 2018; he served as our president and chief operating officer from 1999 to 2001. Prior to leading Pool Corporation, he gained extensive general, financial and operations management experience with Watsco, Inc. from 1994 to 1999, Fresh Del Monte Produce B.V. from 1987 to 1994, International Business Machines Corp. from 1982 to 1987, and Sea-Land Service Inc./R.J. Reynolds, Inc. from 1977 to 1982. Other directorships: Mr. Perez de la Mesa serves as a director of Advanced Drainage Systems, Inc. (NYSE:WMS), a publicly traded manufacturer of pipe and related waterworks products in North America, and as a director of Morsco, the U.S. subsidiary of Reece, Ltd., an Australian publicly traded distributor of plumbing, HVAC and waterworks products. Mr. Perez de la Mesa also serves as a director for several private companies, and he currently is lead director of Imperial Dade, lead director of US LBM, and chairman of ORS Medco. From 2004 to 2018, he served as a director of ARC Document Solutions, a leading reprographics company. Other qualifications: Mr. Perez de la Mesa, Cuban-American, holds a Bachelor of Business Administration from Florida International University and a Master of Business Administration from St. John’s University. Among other qualifications, Mr. Perez de la Mesa brings to the Board extensive management experience, more than 20 years of industry knowledge, a broad strategic vision for the Company and a strong financial acumen.
Manuel J. Perez de la Mesa Age: 65 Director since: 2001 Vice Chairman since: 2019 Areas of expertise include: •Management •Strategic planning •International operations •Finance •Industry knowledge


			Business experience: Since 2000, Mr. Seymour has conducted personal investments in both public and private companies and provided business advisory services through HFS LLC, particularly in the area of strategic planning services for companies in a wide variety of industries. He previously served as executive vice president of Envoy Corporation, a publicly-traded provider of electronic data interchange and transaction processing services for the healthcare market, from 1997 to 1999 when it merged with Quintiles Transnational. Mr. Seymour has previous general, financial and operations management experience with Jefferson Capital Partners from 1996 to 1997, Trigon Blue Cross Blue Shield from 1994 to 1996, and First Financial Management Corporation from 1983 to 1994, serving from 1990 to 1994 as president and chief executive officer of its subsidiary, First Health Services Corporation, and previously as senior vice president, corporate development. Other directorships: Mr. Seymour served as a member of various private boards of directors, including the advisory board of Calvert Street Capital Partners, a private equity firm. He was previously a director of Envoy Corporation and chairman of ACI Worldwide, Inc. (Nasdaq: ACIW), a global provider of software for electronic payments and electronic commerce. Other qualifications: Mr. Seymour earned a Bachelor of Arts from the University of Missouri and a Master of Business Administration from Keller Graduate School of Management. Among other qualifications, Mr. Seymour brings to the Board senior leadership experience, information technology knowledge, strategic planning experience, and operating and acquisition expertise.
Harlan F. Seymour Age: 72 Director since: 2003 Areas of expertise include: •Strategic planning •Business development •Operations •Information technology •Finance


			Business experience: Since 2001, Mr. Sledd is the managing partner of Pinnacle Ventures, LLC, a venture capital firm, and Sledd Properties, LLC, an investment company. Mr. Sledd served as interim president and chief executive officer of Owens and Minor, Inc. (NYSE: OMI), a distributor of medical and surgical supplies, from November 2018 to March 2019. He previously served as chief executive officer of Performance Food Group Company (NYSE: PFGC) from 1987 to 2001 and from 2004 to 2006. Other directorships: Mr. Sledd is a director of Owens & Minor, Inc.; he is also a director of Universal Corporation (NYSE: UVV), a diversified agriculture business, and serves on its audit, finance and pension investment committees. Mr. Sledd was chairman of Performance Food Group from 1995 to 2008 and a director from 1987 to 2008. Other qualifications: Mr. Sledd graduated from the University of Tennessee with a Bachelor of Science in Business Administration. Among other qualifications, he brings to the Board executive leadership experience, including his past service as a chief executive officer of a public company, along with extensive strategic planning, brand marketing experience and financial expertise.
Robert C. Sledd Age: 69 Director since: 1996 Areas of expertise include: •Finance •Operations •Marketing •Business development •Strategic planning


			Business experience: From 1996 to 1999, Mr. Stokely served as president, chief executive officer and chairman of Richfood Holdings, Inc., a regional Fortune 500 wholesale food distributor and operator of retail grocery stores, prior to its acquisition by SuperValu Inc. Other directorships: Mr. Stokely is a director of Malibu Boats, Inc., a manufacturer of performance sports boats, and serves on its audit committee and nominating and governance committee. He was previously a director of O’Charley’s Inc., a national restaurant chain, Nash Finch Company, a wholesale food distributor, Performance Food Group Company (NYSE: PFGC), Imperial Sugar Company and ACI Worldwide, Inc. (Nasdaq: ACIW). Other qualifications: Mr. Stokely holds a Bachelor of Arts from the University of Tennessee. Among other qualifications, he brings to the Board experience in providing strategic, financial and risk management advice to companies engaged in a variety of industries, unique strategic insight, distribution and retail expertise and extensive senior leadership experience. Additionally, Mr. Stokely’s previous experience as chief executive officer of Richfood Holdings, Inc. afforded him with significant acquisition experience.
John E. Stokely Age: 69 Director since: 2000 Lead independent director since: 2003 Chairman since: 2017 Areas of expertise include: •Finance •Management •Operations •Corporate governance •Distribution


			Business experience: Mr. Whalen served as the president and chief executive officer of the A.T. Cross Company (subsequently Costa Inc.) from 1999 to 2014, when the company was sold. A.T. Cross manufactured and marketed writing instruments and personal accessories under the Cross brand name and premium sunglasses under the Costa brand name. From 1991 to 1999, Mr. Whalen held various senior positions with Bausch & Lomb Inc., including corporate vice president, president Europe, Middle East, and Africa Division and president North America Ray-Ban Division. Earlier in his career, Mr. Whalen was vice president business development with G. Heileman Brewing Company and a consultant for Booz Allen Hamilton. Other directorships: Mr. Whalen serves as a director of Delta Apparel Inc. (NYSE: DLA), a diversified, branded apparel company, and is chairman of its compensation committee and a member of its audit committee. Mr. Whalen previously served as a director of Phoenix Footwear Group, Inc. and A.T. Cross Company. Other qualifications: Mr. Whalen graduated from Trinity College with a Bachelor of Arts with honors, and he received a Master of Business Administration from the University of Chicago. Among other qualifications, Mr. Whalen brings to the Board a background in developing and implementing operating strategies for global companies, distribution and retail expertise and extensive senior leadership experience. Additionally, Mr. Whalen’s previous success engineering a major restructuring as well as identifying and integrating a number of acquisitions affords him with unique strategic and operational insight.
David G. Whalen Age: 64 Director since: 2015 Areas of expertise include: •Marketing •Finance •Mergers and acquisitions •International operations •Strategic planning

Corporate Governance

Corporate Governance Documents

Our internet address is www.poolcorp.com. Under our website’s “Investors” tab, you will find the following corporate governance documents available free of charge via hyperlink:

•Corporate Governance Guidelines;

•charters for the Audit, Compensation, Nominating and Corporate Governance, and Strategic Planning Committees;

•Code of Business Conduct and Ethics; and

•other relevant documents.

Board Matrix

The following matrix highlights specific experience, qualifications, attributes, skills and background information that the Nominating and Corporate Governance Committee considered for each director nominee. A particular director nominee may possess additional experience, qualifications, attributes or skills, even if they are not indicated below.

Peter Arvan

Martha Gervasi

Timothy Graven

Debra Oler

Manuel Perez de la Mesa

Harlan Seymour

Robert Sledd

John Stokely

David Whalen

Knowledge, skills and experience:

Senior executive management

Finance/accounting

Audit committee financial expert

Strategic planning/
business development

Marketing

Mergers and acquisitions

Operational expertise

International operations

Corporate governance/compliance

Human resources/
executive compensation

Information technology

Distribution expertise

Director Independence

To be considered independent under the listing rules of Nasdaq, directors must be free from any relationship with management or the Company, which, in the opinion of the Board, would interfere with the exercise of independent judgment. The Board has determined

that each of our current directors, other than Mr. Arvan, our president and chief executive officer, and Mr. Perez de la Mesa, our former president and chief executive officer, meets the definition of an independent director as defined by Nasdaq listing rules. The Board’s independent directors regularly meet in executive session (without management present) at each Board and committee meeting.

Board Leadership Structure

The principal responsibility of the chief executive officer (CEO) is to operate and manage the Company. The principal responsibilities of the Board are to represent the Company’s stockholders and manage the operations of the Board and that of its committees.

Mr. Stokely currently serves as the Board’s chairman. His responsibilities in this capacity include the following:

▪assign tasks to the Board’s committees;

▪determine the appropriate schedule of Board meetings after consultation with our CEO and other Board members;

▪consult with our CEO and other Board members on the agenda of the Board;

▪assess the quality, quantity and timeliness of the flow of information from management to the Board;

▪direct the retention of consultants who report directly to the Board;

▪oversee compliance with and implementation of corporate governance policies;

▪coordinate, develop the agenda for and moderate executive sessions of the Board’s independent directors;

▪act as the Board’s principal intermediary with senior management between meetings;

▪assist the chairman of the Compensation Committee in his evaluation of our CEO’s performance; and

▪perform such other functions as the Board may direct.

Director Attendance at Meetings

Our Board held eight meetings in the 2021 fiscal year. As stated in our Corporate Governance Guidelines, we encourage and expect directors to attend Board meetings and meetings of the Board committees on which they serve. In the 2021 fiscal year, each of our directors attended 75% or more of the total number of Board meetings and meetings of the Board committees on which they served.

We expect our directors to attend the annual meeting of stockholders, just as we expect them to attend Board meetings. All of the directors in office at the time attended last year’s annual meeting.

Board’s Role in Risk Oversight and Assessment

Our employees, managers and officers conduct our business under the direction of our CEO and the oversight of our Board to enhance our long-term value for our stockholders. The core responsibility of our Board is to exercise its fiduciary duty to act in the best interests of our Company and our stockholders. In discharging this obligation, our Board and committees perform a number of specific functions, including risk assessment, review and oversight. While management is responsible for the day-to-day management of risk, our Board is responsible for oversight of our risk management programs, ensuring that an appropriate culture of risk management exists within the Company, and assisting management in addressing specific risks, such as strategic, financial, regulatory, cybersecurity, compensation and operational risks.

Our Board’s objective is to have systems and processes in place that bring material risks facing our Company to the Board’s attention and permit the Board to effectively oversee the management of these risks. As reflected in our Code of Business Conduct and Ethics, our Board seeks to establish a “tone at the top” communicating our Board’s strong commitment to ethical behavior and compliance with the law. In furtherance of these goals, our Board regularly includes agenda items at its meetings relating to its risk oversight obligations and meets with various members of management on a range of topics, including regulatory obligations, disaster recovery and business continuity planning, succession planning, safety and risk management, environmental, social and corporate governance (ESG) matters, insurance, information technology, and operations. Our Board also sets and regularly reviews quantitative and qualitative authority levels for management. Further, our Board oversees the strategic direction of our Company, and in doing so considers the potential rewards and risks of our Company’s business opportunities and challenges and monitors the development and management of risks that may impact our strategic goals.

While risk oversight is a full Board responsibility, we also empower our various Board committees to address risk oversight in their respective areas and regularly report on their activities to our full Board. Our Strategic Planning Committee routinely reviews with management external and internal risks that may impact our strategic goals and our Compensation Committee assesses risks related to compensation. Our Audit Committee regularly reviews our disclosure controls and procedures and internal control over financial reporting, our Code of Business Conduct and Ethics and other legal and regulatory matters affecting our Company, including compliance policies. Our Audit Committee also discusses our major financial risk exposures and steps management has taken to monitor and control such exposures, including our risk assessment and risk management policies. The Audit Committee also assists

our Board in reviewing our cybersecurity risk with management. Our director of internal audit reports to and regularly meets in executive session with our Audit Committee.

Environmental, Social and Governance (ESG)

We are committed to sustainable business practices, which include offering eco-friendly products to our customers, closely monitoring our sourcing activities, and being good stewards within the communities we serve. Currently, we are taking steps to trim our carbon footprint and to improve product choices that allow our customers to reduce their environmental impact. Further, we are installing more energy-efficient systems throughout our sales center network. We are continually striving to ensure success in our business while protecting resources for future generations. Our sustainability goals include the reduction of greenhouse gases and other harmful air emissions, water conservation, energy conservation, and carbon footprint minimization. We continue to improve the ways in which we handle, distribute, transport and dispose of all products, particularly the chemicals and fertilizers that we sell.

For more information on our ESG efforts, please read our 2021 Annual Report on Form 10-K or visit the Responsibility tab of our website at www.poolcorp.com.

Compensation-Related Risk

Our Compensation Committee assesses risks associated with our compensation policies and practices. We do not believe that our compensation policies or practices are reasonably likely to have a material adverse effect on our Company. While risk taking is a necessary part of growing a business, our compensation philosophy is focused on aligning compensation with the long-term interests of our stockholders as opposed to rewarding short-term management decisions that could pose long-term risks. For example:

▪our annual cash award programs are capped for all members of senior management, including our Named Executive Officers (NEOs);

▪our Share Ownership Guidelines require our NEOs to hold Company stock;

▪we maintain a clawback policy for executive compensation;

▪our Insider Trading Policy prohibits hedging, pledging or monetization transactions involving our stock (see section below titled “Anti-Hedging Policy”);

▪our long-term equity-based compensation cliff vests over a period of three to five years for all management recipients; and

▪restricted stock awards contain performance-based criteria in addition to the time-based vesting criteria discussed above.

Moreover, equity awards are granted annually, which means executives always have unvested awards that could significantly decrease in value if our business is not managed for the long term.

Access to Management and Employees

Directors have full and unrestricted access to our management and employees. Additionally, key members of management attend Board meetings from time to time to present information about the results, plans and operations within their areas of responsibility.

Communications with the Board

If you wish to communicate with the Board, you may send correspondence addressed to the full Board, a specific member of the Board or to a particular committee of the Board to 109 Northpark Boulevard, Covington, Louisiana 70433. Communications are distributed, as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board has requested that certain items that are unrelated to the duties and responsibilities of the Board be excluded, such as junk mail, mass mailings, resumes and other forms of job inquiries and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable may be excluded.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our employees, officers (including our principal executive officer, principal financial officer and principal accounting officer) and directors. Our Code of Business Conduct and Ethics is posted on our website at www.poolcorp.com and can also be obtained free of charge by sending a request to our corporate secretary at 109 Northpark Boulevard, Covington, Louisiana 70433. As permitted by SEC and Nasdaq rules, we intend to satisfy the disclosure requirement regarding an amendment to, or a waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website.

Anti-Hedging Policy

We do not believe that our directors, officers, employees or insiders should engage in short-term or speculative transactions involving our Common Stock. As such, our Insider Trading Policy prohibits directors, officers, employees and insiders from engaging in any of the following activities with respect to our Common Stock:

•trading in our Common Stock on a short-term basis - any Common Stock purchased in the open market must be held for a minimum of six months and ideally longer (such short-term trading by directors and executive officers is prohibited by law);

•sales of our Common Stock not owned or not delivered within 20 days of the sale, i.e. “short sales”;

•hedging or monetization transactions involving our Common Stock (including prepaid variable forward contracts, equity swaps, collars and contributing our Common Stock to an exchange fund in exchange for an interest in the fund); and

•the purchase or sale of publicly traded “equity” options in our Common Stock.

Board Committees

Board committees work on key issues in greater detail than would be possible at full Board meetings. The Board has appointed four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Strategic Planning Committee. The table below outlines the chairs and members of each committee along with the number of committee meetings held in 2021.

Audit
Committee

Compensation
Committee

Nominating and
Corporate Governance
Committee

Strategic Planning
Committee

Martha Gervasi

Timothy Graven

Chair

Debra Oler

Harlan Seymour

Chair

Robert Sledd

John Stokely

Chair

David Whalen

Meetings held in 2021

Each of these Board committees, which we briefly describe below, is comprised entirely of independent directors. The committee charters, which are posted on our website at www.poolcorp.com in the “Investors” section under the “Governance” link, contain descriptions that are more detailed.

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight responsibility with respect to:

•management’s process for ensuring the integrity of our financial statements;

▪the independent registered public accounting firm’s qualifications and independence;

▪the performance of our internal audit function and independent registered public accounting firm;

▪information technology security and risk, including cyber security; and

▪management’s process for ensuring our compliance with legal and regulatory requirements.

The Board has determined that each Audit Committee member meets the requirements for independence, experience and expertise, including financial literacy, as set forth in the applicable SEC and Nasdaq rules. The Board has further determined that the four members of the Audit Committee, Messrs. Graven, Sledd, Stokely and Whalen, are “audit committee financial experts” as defined in the SEC rules.

Compensation Committee

The Compensation Committee oversees our executive compensation programs and makes recommendations to our entire Board with respect to cash award plans for senior management, equity-based plans for all employees, and director compensation. The Compensation Committee has full and final authority in connection with the administration of our equity compensation plans and, in its sole discretion, may grant equity-based awards under such plans.

The Compensation Committee has the authority to engage the services of outside advisers, experts and others. Specifically, the Compensation Committee may periodically retain an independent compensation consultant to review the overall structure and design of our compensation programs and their suitability in meeting our compensation objectives. In addition, when the Compensation Committee considers changes to specific compensation programs, they may use an outside consultant to review the design and suitability of that specific program.

All members of the Compensation Committee are independent as set forth in the applicable SEC and Nasdaq rules. For more information regarding the processes used by the Compensation Committee to determine executive compensation, see the section titled “Compensation Discussion and Analysis” below.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee’s primary purpose is to provide oversight on a broad range of issues surrounding the composition of the Board, including:

•identifying qualified individuals to be considered for nomination to serve as directors;

▪recommending to the Board director nominees for election at the next annual meeting of stockholders;

▪assisting the Board in committee member selection;

▪evaluating the overall effectiveness of the Board and committees of the Board; and

▪reviewing and considering corporate governance practices.

The Nominating and Corporate Governance Committee has the authority to recommend to the Board candidates for Board membership. Stockholders may also make recommendations for director nominations by sending a letter to the Nominating and Corporate Governance Committee in care of our corporate secretary at 109 Northpark Boulevard, Covington, Louisiana 70433. Stockholders making nominations must also comply with the notice procedures set forth in our Bylaws. The Nominating and Corporate Governance Committee evaluates such candidates in the same manner as other candidates. For additional information, see “Stockholder Proposals and Board Nominations.”

Strategic Planning Committee

The Strategic Planning Committee assists senior management in the analysis and preparation of our strategic plan and then reports and makes recommendations regarding our strategic plan to the full Board. Our strategic planning process involves defining the Company’s strategy and making decisions on allocating resources, including capital and people, to pursue this strategy. Our strategic plan, which we update and review with the Board periodically, incorporates specific goals for growth and business development over the next three to five years.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, Mr. Seymour, Ms. Gervasi, Mrs. Oler, and Mr. Sledd served on the Compensation Committee and none of them served at any time as officers or employees of the Company or any of its subsidiaries. None of our executive officers served in the last fiscal year as a member of the board of directors or compensation committee of another entity, one of whose executive officers served as a member of our Board or Compensation Committee.

Information about our Executive Officers

The following table presents, as of March 15, 2022, certain information about our current executive officers. We expect that each of the officers will remain in his or her current position following the Annual Meeting.


Name and age			Positions and recent business experience
Peter D. Arvan (56)			President and Chief Executive Officer ▪President and Chief Executive Officer since 2019 ▪Chief Operating Officer from August 2017 to January 2019 ▪Executive Vice President from January 2017 to January 2019 ▪Chief Executive Officer of Roofing Supply Group from 2013 to 2015 ▪President of GE/SABIC Polymershapes from 2004 to 2013
Melanie M. Hart (49)			Vice President, Chief Financial Officer, Treasurer ▪Chief Financial Officer and Treasurer since August 2021 ▪Vice President since February 2019 ▪Chief Accounting Officer from 2008 to 2021 ▪Corporate Controller from 2007 to 2021 ▪Senior Director of Corporate Accounting from 2006 to 2007 ▪Senior Manager at Ernst & Young LLP from 2001 to 2006
Jeffrey M. Clay (47)			President, Horizon Distributors, Inc. ▪President of Horizon Distributors, Inc. since 2020 ▪Founder and President of Belltown Power Texas from 2016 to 2020 ▪Vice President of Strategy & Corporate Development at Roofing Supply Group from 2012 to 2016
Jennifer M. Neil (48)			Vice President, Corporate Secretary, Chief Legal Officer ▪Vice President since 2018 ▪Corporate Secretary since 2005 ▪Chief Legal Officer since 2003
Kenneth G. St. Romain (59)			Group Vice President ▪Group Vice President since 2007 ▪General Manager from 2001 to 2007 ▪Regional Manager from 1987 to 2001

PRINCIPAL STOCKHOLDERS

In accordance with Rule 13d-3 under the Exchange Act, the table below sets forth certain information regarding beneficial ownership of Common Stock by (i) each of our directors, (ii) each of the executive officers listed in the Summary Compensation Table included in “Executive Compensation” (Named Executive Officers), (iii) all of our directors and executive officers as a group and (iv) each stockholder known by us to be the beneficial owner of more than 5% of our outstanding Common Stock. Unless otherwise noted below, all information is presented as of March 15, 2022. Based on information furnished to us by such stockholders, unless otherwise indicated, all shares indicated as beneficially owned are held with sole voting and investment power. Our executive officers and directors are prohibited from pledging the Company’s Common Stock as collateral for a loan, including through the use of traditional margin accounts with a broker.


Name of Beneficial Owner	Number of Shares Beneficially Owned (1)		Percentage of Outstanding Common Stock
Directors
Peter Arvan	61,325		*
Martha Gervasi	200		*
Timothy Graven	5,716		*
Debra Oler	1,490		*
Manuel Perez de la Mesa	1,054,961	(2)	3%
Harlan Seymour	10,351		*
Robert Sledd	5,819	(3)	*
John Stokely	13,113		*
David Whalen	5,907		*
Named Executive Officers (4)
Melanie Hart	23,721	(5)	*
Jeffrey Clay	5,093		*
Jennifer Neil	9,832		*
Kenneth St. Romain	70,308		*
Mark Joslin	85,196	(6)	*

All executive officers and directors as a group (13 persons)	1,267,836	(7)	3%
Greater than 5% Beneficial Owners
BlackRock, Inc.	4,432,438	(8)	11%
The Vanguard Group, Inc.	4,411,856	(9)	11%

_______________

* Less than one percent.

(1)Includes shares of unvested restricted stock for executive officers and directors as these shares convey the right to vote and receive dividends.

(2)Includes (i) 139,432 shares that Mr. Perez de la Mesa has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before May 14, 2022; (ii) 6,000 shares beneficially owned by Mr. Perez de la Mesa’s wife; (iii) 320,995 shares held by a trust for which Mr. Perez de la Mesa serves as a trustee; and (iv) 527,882 shares held in five irrevocable trusts for the benefit of Mr. Perez de la Mesa’s adult children.

(3)Includes 2,300 shares beneficially owned by Mr. Sledd’s wife and 1,654 shares that Mr. Sledd has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before May 14, 2022.

(4)Information regarding shares beneficially owned by Mr. Arvan, our chief executive officer, appears above under the caption “Directors.”

(5)Includes 13,000 shares that Mrs. Hart has the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before May 14, 2022.

(6)Mr. Joslin, who was an NEO during 2021, retired from his position effective August 9, 2021. Accordingly, Mr. Joslin’s shares are not included in the total holdings of our directors and executive officers as a group.

(7)Includes 154,086 shares that such persons have the right to acquire upon the exercise of presently exercisable options or the exercise of options which will become exercisable on or before May 14, 2022. Also includes 848,877 shares held in trusts and 8,300 shares held by family members of such persons.

(8)Based on the holder’s Schedule 13G/A filed with the SEC on January 27, 2022. BlackRock, Inc. has sole voting power over 4,049,361 shares and sole dispositive power with respect to all shares. The business address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055.

(9)Based on the holder’s Schedule 13G/A filed with the SEC on February 10, 2022. The Vanguard Group, Inc. (Vanguard) has shared voting power over 67,603 shares, sole dispositive power over 4,246,617 shares and shared dispositive power over 165,239 shares. The business address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

EQUITY COMPENSATION PLAN INFORMATION

All of our existing equity compensation plans were approved by our stockholders. The following table provides information about shares of Common Stock that may be issued under our existing equity compensation plans as of December 31, 2021.


Plan description		Number of shares of Common Stock to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of shares of Common Stock remaining available for future issuance under equity compensation plans
Equity Compensation Plans Approved by Stockholders:
	2007 Long-Term Incentive Plan (2007 LTIP)	651,617	$123.98	4,109,524	(1)
	Employee Stock Purchase Plan	—	—	68,173
Equity Compensation Plans Not Approved by Stockholders		—	—	—
	Total	651,617	$123.98	4,177,697

(1) Includes 933,872 shares that may be issued as restricted stock.

For a complete description of our equity compensation plans, see Note 6 in our 2021 Annual Report on Form 10-K.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis (the CD&A) describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during the last fiscal year to our named executive officers (collectively, our Named Executive Officers or NEOs). This list includes our chief executive officer (CEO), our current and former chief financial officers (CFO) and our next three most highly-compensated executive officers as of December 31, 2021.

For fiscal 2021, our Named Executive Officers were:

▪Peter D. Arvan, President, Chief Executive Officer and Director;

▪Melanie M. Hart, Vice President, Chief Financial Officer and Treasurer;

▪Jeffrey M. Clay, President, Horizon Distributors;

▪Jennifer M. Neil, Vice President, Secretary and Chief Legal Officer;

▪Kenneth G. St. Romain, Group Vice President; and

▪Mark W. Joslin, former Senior Vice President, Chief Financial Officer and Treasurer.

In February 2021, Mr. Joslin informed the Board that he intended to retire as Senior Vice President and Chief Financial Officer but intended to remain in the position until later in 2021 in order to ensure a successful transition. Also in February 2021, the Board appointed Mrs. Hart to be Mr. Joslin’s successor. At that time, Mrs. Hart was serving as our Vice President, Corporate Controller and Chief Accounting Officer. Mr. Joslin retired from the position effective August 9, 2021.

In the discussion that follows, we will provide an Executive Summary of our actions and highlights from 2021. We next explain the principles that guide our Compensation Committee’s executive compensation decisions, our Compensation Philosophy and Objectives. We then describe the Compensation Committee’s Process of Setting Compensation, including any supporting role played by the NEOs themselves. Finally, we discuss in detail each of the Components of Compensation, which includes, for each component, a design overview as well as the actual results yielded for each NEO in 2021.

Executive Summary

Our Company is the world’s largest wholesale distributor of swimming pool supplies, equipment and related leisure products and is one of the leading distributors of irrigation and landscape products in the United States. At December 31, 2021, we operated 410 sales center locations worldwide, from which our approximately 5,500 employees served roughly 120,000 wholesale customers. For more information about our business, please see Item 1, “Business,” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Overview of Fiscal 2021

The unprecedented demand we experienced beginning in the second quarter of 2020 continued through 2021 as families spent more time at home and sought ways to create and expand outdoor living and entertainment spaces. These trends drove an increase in new pool construction and greater expenditures for maintenance and remodeling products. Our employees rose to the occasion, successfully serving our customers in an environment marked by a sharp rise in demand coupled with historic supply chain disruptions. Their efforts yielded remarkable results, including the achievement of a significant milestone in our company’s history. In 2021, we surpassed $5.0 billion in annual net sales, including $1.0 billion of sales in our seasonally slowest fourth quarter. Our employees accomplished these results while remaining focused on protecting the health and well-being of our customers and the safety of our entire team. Our financial accomplishments for fiscal 2021 included the following:

▪record annual sales of $5.3 billion, up 35% over 2020;

▪record operating income of $832.8 million, up 79% over 2020;

▪record operating margin of 15.7%, a 390 basis point increase over 2020; and

▪record 2021 diluted EPS of $15.97, an increase of 78% over 2020, including tax-related benefits of $0.74 per share in 2021 and $0.70 per share in 2020.

Net sales increased 35% compared to 2020, with 29% of this increase from base business sales growth. Strong consumer demand for outdoor living products drove our sales growth, which also benefited from inflation and warmer weather trends across most of the United States. Gross profit reached $1.6 billion for the year ended December 31, 2021, a 43% increase over 2020. Gross margin improved 180 basis points to 30.5%, reflecting benefits from actions we took to address inflation and manage supply chain disruptions along with favorable impacts realized from increased purchase volumes. As a result of strong revenue growth coupled with diligent expense control, operating expenses as a percentage of net sales improved 210 basis points year over year, contributing to the 390 basis point expansion in our operating margin.

Return to Stockholders

We have delivered consistent positive returns to our stockholders over time, and in 2021 we continued our long history of increasing dividends and conducting share repurchases. Total shareholder return, which is the appreciation in our stock price plus dividends per share, rose 53% during the year, and we returned $257.6 million of cash to shareholders through share repurchases and dividends.

2021 Executive Compensation Program Highlights

▪Our executive compensation program is designed and implemented by the Compensation Committee, which strives to incorporate compensation best practices into our program design. The following summary highlights our commitment to executive compensation practices that align the interests of our executives and stockholders:

What we do:

What we don’t do:

Our executive pay is predominantly performance-based and not guaranteed.

We do not provide excessive perquisites to our executives.

All of our variable compensation plans have caps on plan formulas.

Directors and NEOs are prohibited from pledging and hedging their shares of company stock.

Our equity plans contain “double trigger” change of control vesting provisions.

Our equity plans prohibit the repricing of underwater stock options.

We benchmark pay relative to the market and review our peer group annually.

We do not provide any change of control cash payments to our executive officers.

We maintain share ownership guidelines.

We do not have any related party transactions with our executive officers.

We maintain executive compensation clawback provisions.

The Compensation Committee, like all of our Board committees, is comprised solely of independent directors.

Our Compensation Committee periodically retains its own independent compensation consultant.

Restricted stock awards include performance-based vesting criteria.

▪A majority of each NEO’s target compensation has been and continues to be at-risk. The charts below show the 2021 plan design, or target, compensation mix by component:

▪Consistent with its long-standing policy of placing greater emphasis on performance-based components of compensation, in February 2021, the Compensation Committee approved 2021 base salaries for our NEOs that remained well below the market medians. The Compensation Committee approved salary increases for the NEOs ranging from 2.2% to 25.0%, in each case considering market pay for comparable positions as well as increasing responsibilities within their roles. Mrs. Hart received the greatest increase, 25.0%, in connection with her appointment to the role of CFO.

▪The Compensation Committee approved an annual cash performance opportunity for each NEO, with 2021 plan design targeted at 100% of base salary for Mr. Arvan and 75% of base salary for each of the other NEOs. Each NEO earned a maximum payout under the 2021 annual cash performance awards, which was 200% of base salary for Mr. Arvan and 150% of base salary for each of our other NEOs.

▪The Compensation Committee continued to emphasize the importance of our long-term growth by providing substantial pay-for-performance compensation opportunities through our Strategic Plan Incentive Program (SPIP), a medium-term cash award plan, and through the issuance of equity awards under our Amended and Restated 2007 Long-Term Incentive Plan (2007 LTIP).

▪In response to significant changes in market conditions resulting from the pandemic and a corresponding sharp rise in our baseline EPS for the 2021 SPIP grant, the Compensation Committee amended the plan and changed the three‑year diluted EPS compound annual growth rate (CAGR) for the minimum payout under the SPIP to 5% (previously 10%) and to 10% (previously 15%) for the target payout. The EPS CAGR for the maximum payout remained 20%, consistent with our historical grants. The Committee believes this change was necessary to deliver a meaningful incentive to our executives while continuing to maintain the plan’s rigor. Under the 2021 SPIP grant, which is based on the diluted EPS growth in the three-year performance period from 2021 to 2023, adjusted diluted EPS at December 31, 2020 of $8.42 serves as the baseline for the performance period.

Cash payments to our NEOs under the SPIP for the performance period ended December 31, 2021, were 200% of base salary,

which is the maximum possible attainment under the program, except for Mr. Clay, whose amount was pro-rated based on his

hire date in March 2020. These SPIP payments were based upon an adjusted diluted EPS CAGR of 42.4% for the three-year

performance period.

▪The Compensation Committee determined the 2021 equity grants for all NEOs based on total compensation targets approximating the peer group median for total compensation. Grants of restricted stock awards to our NEOs contain a performance-based vesting criterion (return on invested capital).

Results Compared to Peers

When designing total compensation for our executives, the Compensation Committee aims to target or approximate the peer group median total compensation (sometimes referred to as “compensation by design”), but ultimately our executives’ total compensation varies depending on our performance. Our peer group is comprised of public companies primarily engaged in wholesale distribution and of similar size based on both revenues and market capitalization. See “Process of Setting Compensation - Benchmarking and Establishment of Peer Group” for further information on our peer group.

The table below presents compound annual growth rates (CAGR) for our EPS and stock price performance as well as our total stockholder return (TSR) performance compared to our peer group median as of December 31, 2021. In addition to our peer group, we believe it is helpful to measure our performance against the S&P 500 Index, of which we have been a member since 2020, because (a) it is comprised of similar-sized public companies that represent the most likely alternative investments for investors and (b) we have no direct public company peers given the niche nature of our industry. Given that our compensation philosophy stresses the long-term growth of stockholder value, we believe that longer-term performance data provides the most appropriate comparisons.


	Pool Corporation
	Adjusted(1) Diluted EPS CAGR		Stock Price CAGR		TSR CAGR		Peer Group Median TSR(2) CAGR		S&P 500 Index CAGR(3)
1-year	80.3	%	51.9	%	52.7	%	41.5	%	26.9	%
3-year	42.4	%	56.2	%	56.8	%	25.5	%	23.9	%
5-year	34.3	%	40.2	%	40.8	%	14.2	%	16.3	%
10-year	26.0	%	34.1	%	34.4	%	12.5	%	14.3	%

(1)The adjusted diluted EPS CAGR amounts are based on adjusted diluted 2021 EPS of $15.18, which excludes a $0.74 benefit from the impact of Accounting Standards Update 2016-09, Improvements to Employee Share-Based Payment Accounting (ASU 2016-09), and a $0.05 benefit from the recovery of a previously impaired note.

The 1-year diluted EPS CAGR is also based on adjusted 2020 diluted EPS of $8.42, which excludes a $0.70 benefit from the impact of ASU 2016-09 and the impact of a non-cash goodwill and other asset impairment charge of $0.15.

The 3-year diluted EPS CAGR is also based on adjusted 2018 diluted EPS of $5.26, which excludes a $0.36 benefit from the impact of ASU 2016-09.

The 5-year diluted EPS CAGR is also based on adjusted 2016 diluted EPS of $3.48, which excludes a $0.01 impact of a non-cash goodwill impairment charge.

The 10-year diluted EPS CAGR is also based on adjusted 2011 diluted EPS of $1.50, which excludes a $0.03 impact of a non-cash goodwill impairment charge.

(2)We calculated TSR based on changes in the market price of each company’s common stock plus dividends paid during the respective periods, if applicable, using information from company financial statements and various financial websites including www.nasdaq.com. In calculating TSR, we used stock-split adjusted amounts for both historical market prices and dividends paid.

(3)As reported by Nasdaq.

As reflected in the table below, 2021 total target compensation for our NEOs as a group was largely in-line with the peer group median. Actual compensation for our NEOs was 20% higher than the peer group median given our exceptional results compared to the peer group, as noted in the table above. See “Process of Setting Compensation - Benchmarking and Establishment of Peer Group”

for more information regarding our peer group.


Total Compensation Above (Below) Peer Group Medians(1)
Position	2021 Actual		2021 Plan Design
CEO	11	%	(9)	%
All Other NEOs	38	%	3	%
All NEOs	20	%	(7)	%

(1)Our Compensation Committee set our compensation plan design for fiscal 2021 in February 2021. At that time, peer group compensation data for 2020 was not available. Therefore, the peer group median amounts used for comparison in the above table were calculated primarily using 2019 compensation data.

We have reviewed our existing programs and considered current market and competitive conditions along with our overall compensation objectives and philosophy. We believe that the total compensation program for our executives is appropriately focused

on enhancing company performance and increasing value for stockholders. We believe that a significant part of our executives’ pay is properly linked to stockholder value through our long-term equity awards and incentive cash performance plans.

Results of 2021 Say-on-Pay Vote

At our 2021 annual meeting of stockholders, our stockholders overwhelmingly approved our executive compensation by a vote of 98.6% of the votes cast (excluding broker non-votes). Because our Compensation Committee usually establishes NEO compensation in February of each year, the results of the 2021 say-on-pay vote were not taken into consideration in setting the 2021 executive officer compensation. However, the Compensation Committee did consider the strong stockholder support we received on the 2020 say-on-pay vote, which was approved by 99.6% of the votes cast (excluding broker non-votes).

The Board and our Compensation Committee appreciate and value the views of our stockholders. We were pleased with this significant vote of confidence in our pay practices, and we continue to believe that our general approach to and design of executive compensation properly align the interests of our stockholders and our performance. Going forward, the Compensation Committee will continue to review stockholder advisory votes on executive compensation and take them into consideration when making future executive compensation decisions.

Compensation Philosophy and Objectives

Our employees are our most important asset. The Compensation Committee and management have designed compensation programs intended to create a performance culture. The primary objectives of our compensation program are to attract, motivate, reward and retain talented executives who are critical to our success. We believe that compensation must be firmly linked to continuous improvements in company performance and sustained increases in stockholder value. We design NEO compensation so that a substantial portion is at-risk based on performance, and the majority of the at-risk compensation opportunity is predicated on medium- and long-term rather than short-term results. We strive to develop our executives’ capabilities and reward superior long-term returns for our stockholders, while assuring that our programs do not lead to unnecessary risk taking.

Our executive compensation philosophy applies to all employees, with increasingly greater proportions of total compensation being at-risk as an employee’s responsibility increases. While we place great value on long-term performance and the corresponding improvement in stockholder value, we seek to balance the relationship between total stockholder return and short-term and long-term compensation in order to complement our annual and long-term business objectives.

In pursuing these objectives, we seek to design and maintain a program that will accomplish the following:

•align total compensation by design to the median total compensation of our peer group;

•align compensation with our performance in achieving financial and non-financial objectives;

•tie compensation to individual and group performance;

•closely align incentive compensation with stockholders’ interests; and

•promote equity ownership by executives through long-term performance compensation.

While we have not established specific target percentages of total compensation for short-term and long-term compensation, we do take into consideration the individual components in relation to the total opportunity. Under our program, our performance impacts both short-term and long-term compensation; superior performance will result in additional compensation through our annual cash performance program and medium-term SPIP as well as increased value of our equity grants over the long term. Our goal is for the portion of compensation that is at-risk (both short-term and long-term) to constitute a substantial and meaningful portion of total compensation for each executive and for sustained long-term growth to result in the greatest compensation opportunities.

Process of Setting Compensation

Our Compensation Committee is responsible for the oversight of our executive compensation. The Compensation Committee approves compensation plans for senior management and equity-based plans for all employees. In its evaluation of executive compensation, the Compensation Committee considers many factors, including the Company’s overall performance; each individual executive’s role and responsibilities, performance, tenure and experience; and peer group performance.

The Compensation Committee normally meets in February of each year to set executive compensation plans for that fiscal year. To do this, it uses the most current data available for peer group compensation, although this data is generally a year or more old.

Role of Management

The Compensation Committee also relies on data, analysis and recommendations from our CEO. While the CEO provides recommendations with respect to potential senior management compensation and the Compensation Committee reviews such recommendations, the Compensation Committee ultimately uses its collective judgment to determine senior management compensation. The CEO does not provide recommendations for his own compensation; the Compensation Committee independently determines and approves his compensation. Although the CEO attends Compensation Committee meetings at which executive compensation matters are considered, he is not present when the Compensation Committee deliberates or votes on his compensation. Our Company’s management also assists the Compensation Committee with developing the peer group analysis each year.

Role of Compensation Consultant

Our Compensation Committee periodically engages an independent compensation consultant to review and comment on executive and director compensation. In 2019, in an effort to continue to ensure that our executive compensation program properly aligns with the interests of our stockholders and remains comparable with the market, the Compensation Committee engaged Pearl Meyer & Partners, LLC (Pearl Meyer) to review our 2019 executive and non-employee director compensation program as well as our peer group composition. Based on Pearl Meyer’s findings, the Compensation Committee continues to believe that this structure and mix of pay elements successfully promotes our compensation objectives and philosophy, and accordingly, retained this structure in 2020 and 2021.

Benchmarking and Establishment of Peer Group

As noted above, we believe that total target compensation for our NEOs should be closely aligned to the median total compensation of our peer group. We establish compensation targets for each executive position in the aggregate and by component based on a design that we believe will best achieve our strategic and financial objectives. The Compensation Committee compares our primary compensation components – base salary, annual cash incentive, SPIP and equity awards – individually and in the aggregate to the compensation of the most highly compensated executive officers of our “peer group” companies (the peer group is sometimes referred to as the “market”). These comparisons are based on compensation information published in the annual proxy statements of the peer group companies, except for the value of stock options. Rather than use the estimated grant date fair values as reported in the proxy statements, we estimate stock option values by multiplying the number of stock options awarded by 40% of the stock’s closing price on the grant date (assuming this price equals the exercise price). We believe this adjustment makes the estimated compensation amounts for stock options more comparable between companies by eliminating potential differences related to fair value assumptions for expected term, volatility and dividend yield.

The Compensation Committee reviews management’s evaluation of potential peer companies, approves the annual peer group and also reviews the annual executive compensation analysis that is prepared by management and, in some years, by the compensation consultant. In developing our peer group, we evaluate the following criteria:

▪organizational structure (public companies);

▪type of business (primarily wholesale distribution);

▪company size (based on revenue and market capitalization); and

▪peer group size (number of peer companies).

In performing our evaluation, we focus on public companies that we believe would provide a comparable cross-industry subset of distributors. While we evaluate companies that may have some manufacturing or retail operations, we generally exclude companies from consideration if the majority of the business is not wholesale distribution. Since our Global Industry Classification Standard (GICS) industry group (2520 - Consumer Durables & Apparel) is broad and our GICS industry (252020 - Leisure Equipment & Products) would not provide an adequate peer group size, we believe that using a cross-industry subset of wholesale distributors for our peer group provides a more meaningful executive compensation benchmarking analysis than using companies based on one of our industry sectors.

The Compensation Committee reviewed our 2020 peer group and made the following changes for 2021:

•removed four companies whose market capitalization fell well below the bottom of our criteria range (Foundation Building Materials, Inc., MRC Global Inc., NOW Inc., and Sally Beauty Holdings, Inc.);

•removed WESCO International, Inc. after they completed a merger placing their annual sales outside of our criteria range; and

•added Henry Schein, Inc., Resideo Technologies, Inc. and Univar Solutions Inc., all of which are distribution companies with revenue and market capitalization within our criteria ranges.

Accordingly, our 2021 peer group consisted of the following 15 companies:


⋅Applied Industrial Technologies, Inc.	⋅GMS Inc.	⋅Resideo Technologies, Inc.
⋅Beacon Roofing Supply, Inc.	⋅HD Supply Holdings, Inc.	⋅SiteOne Landscape Supply, Inc.
⋅BMC Stock Holdings, Inc.	⋅Henry Schein, Inc.	⋅Univar Solutions Inc.
⋅Builders FirstSource, Inc.	⋅MSC Industrial Direct Co., Inc.	⋅UFP Industries, Inc.
⋅Fastenal Company	⋅Patterson Companies, Inc.	⋅Watsco, Inc.

The table below presents our revenue and market capitalization compared to the median of our 2021 peer group (based on data available in the fall of 2020 when the 2021 peer group was established).


(in millions)	Revenue		Market capitalization
POOL(1)	$	3,200	$	13,579
Peer group median(2)	4,988		3,576

(1)POOL’s revenue reflects our most recent annual net sales (fiscal year 2019) at the time of our analysis, and our market capitalization is as of October 8, 2020. For reference, our 2020 revenue was $3.9 billion, and our 2021 revenue was $5.3 billion.

(2)The peer group median revenue represents the median annual net sales based on annual public filings available as of October 2020; the peer group median market capitalization is as of October 8, 2020.

The Compensation Committee reviews each component of our NEOs’ compensation compared to the peer group. However, the Compensation Committee ultimately focuses on whether total compensation by design aligns closely with the peer group median total compensation. While we compare our CEO position to the CEO positions for our peer group, we compare our other N

SEC Form DEF 14A filed by Pool Corporation