pool-20240328

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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o Soliciting Material under § 240.14a-12

Pool Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2024 Annual Meeting

and Proxy Statement

Wednesday, May 1, 2024

9:00 a.m. Eastern Time

Online at

www.virtualshareholdermeeting.com/POOL2024

Dear Fellow Shareholder,

I am pleased to invite you to attend our 2024 annual meeting of stockholders (the Annual Meeting) on Wednesday, May 1, 2024, at 9:00 a.m. Eastern Time. The Annual Meeting will be held in a virtual-only format, via live webcast, and there will not be a physical meeting location. 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.

We value your investment in Pool Corporation, and we look forward to your participation in the Annual Meeting.

Sincerely,

Peter D. Arvan

President, Chief Executive Officer and Director

POOL CORPORATION

_____________________

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Pool Corporation (the Company, we, us or our) cordially invites you to virtually attend its 2024 annual meeting of stockholders (the Annual Meeting) on Wednesday, May 1, 2024, at 9:00 a.m. Eastern 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/POOL2024, 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 eight 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 2024 fiscal year; and

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).

Stockholders will consider any other business which may properly come before the Annual Meeting. The accompanying Proxy Statement describes the matters being voted on and contains other information relating to Pool Corporation. Please read it carefully.

The Board of Directors has set Thursday, March 14, 2024, as the record date for the Annual Meeting. If you owned shares of the Company’s common stock at the close of business on that date, you are entitled to receive this notice and to vote on the matters to be brought before the Annual Meeting or any adjournments or postponements thereof.

By Order of the Board of Directors,

Jennifer M. Neil

Corporate Secretary

Covington, Louisiana

March 28, 2024

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 as instructed on the proxy card, whether or not you plan to attend the Annual Meeting. See “Frequently Asked Questions Regarding Attendance and Voting” for information about voting by telephone or internet.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 1, 2024:

The Company’s 2024 Proxy Statement and Annual Report to Stockholders for the fiscal year ended December 31, 2023 are available at http://ir.poolcorp.com/proxy-statements-annual-reports.

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 Objectives and Philosophy			24
Process of Setting Compensation			24
Compensation Components			26
Report of the Compensation Committee			34
Executive Compensation			35
Pay Versus Performance			43
Director Compensation			46
Certain Relationships and Related Transactions			47
Report of the Audit Committee			48
Proposal to Ratify the Retention of Independent Registered Public Accounting Firm (Proposal 2)			49
Advisory Vote to Approve Named Executive Officer Compensation (Proposal 3)			50
Stockholder Proposals and Board Nominations			51

We include website addresses throughout this Proxy Statement for reference only. The information contained or referenced on our website and other websites mentioned in this Proxy Statement are not a part of this Proxy Statement and are not deemed incorporated by reference into this Proxy Statement or any other public filing made with the Securities and Exchange Commission (SEC).

Except for historical and factual information contained herein, matters set forth in our 2024 proxy materials identified by words such as “expects,” “believes,” “will” and similar expressions are forward-looking statements as defined by the federal securities laws and are subject to the “safe harbor” protection thereunder. Actual events and results may differ materially from those anticipated by us in those statements due to several factors, including those disclosed in our other filings with the SEC. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

POOL CORPORATION

109 Northpark Boulevard

Covington, Louisiana 70433

PROXY STATEMENT

Frequently Asked Questions Regarding Attendance and Voting

Q: Why did I receive this proxy statement?

A: We are sending this proxy statement to you because our Board of Directors (the Board) is soliciting your proxy to vote your shares at our 2024 annual meeting of stockholders (the Annual Meeting). This proxy statement summarizes information you need to vote at the Annual Meeting to be held on Wednesday, May 1, 2024, at 9:00 a.m. Eastern Time via live webcast on the internet, and any adjournment or postponement of the meeting. This proxy statement is being sent to record date stockholders on or about March 28, 2024.

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

A: Only stockholders of record at the close of business on March 14, 2024, may vote. As of that date, there were 38,485,624 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 in person or by proxy. If you submit your proxy or if you attend the Annual Meeting in person, 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 beneficially 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 Wednesday, May 1, 2024, at 9:00 a.m. Eastern Time via live webcast on the internet, accessible at www.virtualshareholdermeeting.com/POOL2024. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m. Eastern 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 eight 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 2024 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).

Stockholders will consider any other business which may properly come before the Annual Meeting. 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: 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. For the convenience of our stockholders and employees, our Board has determined to hold the Annual Meeting solely by means of remote communication via live webcast on the internet. This is often referred to as a “virtual annual meeting.” The virtual stockholder meeting webcast, hosted by Broadridge, allows all stockholders to join the meeting, regardless of location. We have taken steps to ensure that the format of the virtual Annual Meeting affords stockholders a similar experience 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/POOL2024.

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/POOL2024. Subject to our rules of conduct for the meeting, we will respond to as many inquiries at the Annual Meeting as time allows. Off-topic, personal or other inappropriate questions will not be answered.

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 at the close of business on March 14, 2024, the record date. You will be able to attend the Annual Meeting, vote and submit your questions by visiting www.virtualshareholdermeeting.com/POOL2024. Please enter the 16-digit control number included on your proxy card and follow the instructions for participation and voting.

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: 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/POOL2024. Please be sure to check in by 8:45 a.m. Eastern Time on Wednesday, May 1, 2024, 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, including any adjournment or postponement thereof, and they intend to vote on any such matter as recommended by the Board.

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 Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024 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 timely-submitted and properly completed instructions. If you do not properly or timely provide instructions, then 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 (i) present for purposes of determining the existence of a quorum at the Annual Meeting and (ii) not cast with respect to any other matter submitted to a vote.

Proposal 2, the ratification of the retention of our independent registered public accounting firm, is the only matter to be brought before the Annual Meeting that is considered routine, and thereby is the only matter upon which your broker or other nominee has discretionary authority to vote 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 considered non-routine matters. For both of these matters, the failure of beneficial holders to timely submit voting instructions will result in 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 (1)

Effect of Abstentions

Effect of Broker Non-Votes

No. 1 - Elect the eight 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 nominee must receive an affirmative vote of the majority of votes cast. This means that the votes cast “for” a nominee’s election must exceed the votes cast “against” the nominee. (2)

No effect because only votes cast are considered

No. 2 - Ratify retention of independent registered public accounting firm for 2024

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

This proposal must receive an affirmative vote of the majority of the shares of Common Stock present in person 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.

This proposal must receive an affirmative vote of the majority of the shares of Common Stock present in person or by proxy and entitled to vote.

Treated as votes against

No effect because shares are not entitled to be voted

(1) Under our Bylaws, each matter, other than the election of directors, requires the affirmative vote of the holders of a majority of the shares of our Common Stock present in person or by proxy and entitled to vote on such matter, except as otherwise provided by law, our Certificate of Incorporation, or our Bylaws.

(2) This is the voting standard applicable to the Annual Meeting’s uncontested election of directors. In contested elections (where the number of director nominees exceeds the number of directors to be elected), our directors would instead be elected by a plurality of shares of our Common Stock voted.

Q: Can I change or revoke my proxy?

A: Yes. If you are a record holder, 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)timely mail (i) a new properly executed proxy 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.

Attending the Annual Meeting without voting will not revoke your proxy. If you hold your shares in street name, you may timely 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 stockholder 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. In the Chairman’s absence, our chief executive officer, or in his absence any other person designated by the Board or the Chairman, will act as chairman of and preside at the meeting.

Q: 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.

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. Currently, the size of the Board is nine members. Following the 2024 Annual Meeting, we expect our Board to consist of eight members.

Board Refreshment

As previously announced, Robert C. Sledd notified the Board that he will retire from service on the Board at the end of his current term and, accordingly, will not stand for re-election at the 2024 Annual Meeting. Mr. Sledd has served as a director since 1996.

Harlan F. Seymour and Timothy M. Graven retired from the Board on May 4, 2023. We added Carlos A. Sabater and James D. Hope as directors during the second half of 2022.

2024 Board Nominees

The Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the eight individuals named in this Proxy Statement to serve another one-year term. All of the nominees currently serve as directors and were elected by our stockholders at the 2023 annual meeting of stockholders. 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 2025 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 then decide whether to accept, reject or take other action with respect to the resignation within 90 days from certification of the election results.

Board Assessment and 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. In connection with identifying, evaluating and considering potential nominees, our Nominating and Corporate Governance Committee looks for candidates with relevant educational, business and industry experience with demonstrated character and judgment, in accordance with the policy set forth in our Corporate Governance Guidelines. 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 a meaningful 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, which we believe enhances the quality of the Board’s deliberations and decisions. We provide new directors with orientation materials to familiarize them with our business, operations and strategies to optimize their service as directors.

Our Nominating and Corporate Governance Committee and Board believe the nominees fulfill the criteria described above. In addition, the Board has determined that six of our eight 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 SEC rules. In addition to reviewing these personal attributes, our Nominating and Corporate Governance Committee and Board have determined that the eight director nominees collectively possess a range of skills and experience suitable for overseeing our operations and industry. We describe these qualifications individually for each nominee below.

Board Diversity

The Board recognizes that its success hinges on its ability to successfully navigate a broad spectrum of challenges. To that end, the Board’s composition and culture are crucial, with diversity and refreshment serving as two fundamental concepts that enhance effective oversight. We are committed to maintaining a balanced and diverse board, with members who bring a variety of skills, expertise, experiences, perspectives, tenures and personal characteristics, including with regard to gender, age, race 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. Reflecting this commitment, the Board has welcomed four new independent directors since 2018, three of whom are female or ethnically diverse. Also in the vein of refreshment, the Board has overseen important leadership transitions as several directors have assumed new committee chair roles.

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 14, 2024. Each of the categories listed in the table below reflects the meanings in Nasdaq Rule 5605(f). To see our Board Diversity Matrix as of March 15, 2023, please see our proxy statement filed with the SEC on March 29, 2023.


Board Diversity Matrix (as of March 14, 2024)
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	—	2	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	5	—	—
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: 58 Director since: 2019 Areas of expertise include: •Management •Strategic planning •Marketing •Operations •Industry Knowledge


			Business experience: Ms. Gervasi currently serves as a senior advisor and executive coach at 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; NYSE: HIG), 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 and driving cultural transformations. 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 across multiple industries.
Martha S. Gervasi Independent Age: 62 Director since: 2021 Areas of expertise include: •Mergers and acquisitions •Strategic planning •Corporate governance •Succession planning •Human resources/compensation


			Business experience: From 2018 until his retirement at the end of 2022, Mr. Hope was executive vice president and chief financial officer of Performance Food Group Company (PFG, NYSE: PFGC); he served as PFG’s executive vice president of operations from 2014 to 2018. Prior to joining PFG, Mr. Hope spent 26 years in various executive leadership roles at Sysco Corporation (NYSE: SYY), most recently serving as executive vice president of business transformation. Before that, Mr. Hope progressed through several financial and sales leadership positions including senior vice president of sales and marketing and president and CEO of Sysco’s Kansas City operating company. Other qualifications: Mr. Hope holds a Bachelor of Business Administration from the University of Texas at Austin and brings to the Board a well-rounded background including public company accounting and reporting, deep experience in all aspects of mergers and acquisitions, strategic planning, and risk management and mitigation.
James D. Hope Independent Age: 64 Director since: 2022 Areas of expertise include: •Finance •Strategic planning •Mergers and acquisitions •Operations •Distribution


			Business experience: Prior to her retirement, from 2017 to 2019, Mrs. Oler served as senior vice president/president, North America of W.W. Grainger, Inc. (Grainger; NYSE:GWW ), 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 served as a director of Horizon Global Corporation (formerly NYSE: HZN), a leading manufacturer of branded towing and trailering equipment, from 2020 until Horizon was acquired by a private company in 2023. 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 Independent Age: 69 Director since: 2018 Areas of expertise include: •Management •Marketing and sales •Business development •Turnarounds and business transformation •Distribution


			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. 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: 67 Director since: 2001 Vice Chairman since: 2019 Areas of expertise include: •Management •Strategic planning •International operations •Finance •Industry knowledge


			Business experience: Mr. Sabater retired from Deloitte & Touche LLP (Deloitte) as a senior global partner in 2020. Prior to his retirement, Mr. Sabater served in various senior leadership and operational roles with Deloitte, including as CEO for both the United States and global audit practices and as the managing partner for all of Deloitte’s businesses across North and South America. During his tenure at Deloitte, Mr. Sabater worked closely with the boards of directors and audit committees of several Fortune 500 companies and dynamic mid-sized public and privately held enterprises, gaining nearly 40 years of leadership, accounting and financial expertise. Other directorships: Mr. Sabater serves as a director of KBR, Inc. (NYSE: KBR), a science, technology and engineering solutions company and served on the board of PDC Energy, Inc. (Nasdaq: PDCE), an oil and gas company, until 2023. Other qualifications: Mr. Sabater, Cuban-American, received a Bachelor of Business Administration from Florida International University and is a certified public accountant. Among other qualifications, Mr. Sabater brings to the board a strong financial acumen and deep experience in SEC financial reporting. He has worked closely with United States and global regulators, including the Public Company Accounting Oversight Board (PCAOB) and the International Forum of Independent Audit Regulators (IFIAR). Mr. Sabater is National Association of Corporate Directors (NACD) certified.
Carlos A. Sabater Independent Age: 65 Director since: 2022 Areas of expertise include: •Finance •Audit •Risk and crisis management •International operations •Corporate governance


			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 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 Independent Age: 71 Director since: 2000 Lead independent director since: 2003 Chairman since: 2017 Areas of expertise include: •Management •Finance •Operations •Corporate governance •Distribution


			Business experience: Mr. Whalen served as the president and chief executive officer of 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. Prior to joining Cross, Mr. Whalen held various senior positions with Bausch & Lomb Inc. and the G. Heileman Brewing Company and was 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. 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 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 provides him valuable strategic and operational insight.
David G. Whalen Independent Age: 66 Director since: 2015 Areas of expertise include: •Finance •Strategic planning •Marketing •Mergers and acquisitions •International operations

Corporate Governance

Corporate Governance Documents

Our internet address is www.poolcorp.com. Under our website’s “Investors” tab section under the “Governance” link, 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. The matrix is not intended to comprehensively reflect all contributions of our director nominees. A particular director nominee may possess additional experience, qualifications, attributes or skills, even if they are not indicated below.

Peter Arvan

Martha Gervasi

James Hope

Debra Oler

Manuel Perez de la Mesa

Carlos Sabater

John Stokely

David Whalen

Knowledge, skills and experience:

Senior executive management

Finance/accounting

Audit committee financial expert

Strategic planning/
business development

Risk management

Marketing

Mergers and acquisitions

Operational expertise

International operations

Corporate governance/compliance

Human resources/
executive compensation

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

Pool Corporation is governed by its Board, which is led by an independent chairman, and its four standing committees, composed entirely of independent directors. The structure of the Board and the responsibilities of the Board and its committees are described in more detail below.

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 chief executive officer (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 chair of the Compensation Committee in her evaluation of our CEO’s performance; and

▪perform such other functions as the Board may direct.

The principal responsibility of the CEO is to operate and manage the Company. We believe that separation of the chairman and CEO positions has functioned effectively for us since 2001. Separating these positions has allowed our CEO to have primary responsibility for the operational leadership and strategic direction of our business, while allowing our chairman to lead the Board in its fundamental role of providing guidance to and separate oversight of management. Our Bylaws provide that the Board may also elect a vice chairman to perform the duties of the chairman or the CEO in the absence, sickness or otherwise of the chairman or CEO. Mr. Perez de la Mesa has served as vice chairman of the Board since 2019.

Director Attendance at Meetings

Our Board held five meetings in the 2023 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 2023 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.

Role of the Board and its Committees 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 overseeing 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 assist the Board in identifying and overseeing the management of material 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, cybersecurity, sustainability, insurance, information technology and operations. Our Board also sets and regularly reviews quantitative and qualitative limits on managerial authority. Further, in connection with overseeing the strategic direction of our Company, our Board considers the potential rewards and risks of our business opportunities and challenges and monitors the management of risks that may impact our strategic goals.

While risk oversight is a responsibility of the full Board, 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. Our Compensation Committee assesses risks related to our compensation programs, and our Nominating and Corporate Governance Committee monitors governance risks. 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.

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 clawback policies 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.

Sustainability

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 reduce our carbon footprint and expand product choices that allow pool and homeowners 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 our products, particularly the chemicals and fertilizers that we sell.

For more information on our sustainability efforts, please read our 2022 Corporate Responsibility Report and our 2023 Annual Report on Form 10-K or visit the Responsibility tab of our website at www.poolcorp.com.

Stockholder Engagement

Throughout the year, we regularly engage with our stockholders to review our financial performance and strategic initiatives and discuss emerging issues so that management can better understand our stockholders’ perspectives. We believe this active dialogue is important to our commitment to deliver exceptional, sustainable value to our stockholders. Periodically, we solicit feedback through a third-party investor perception study to gauge investor sentiment. Our CEO, CFO, and members of our investor relations team maintain regular contact with a broad base of stockholders. Engagement with stockholders includes quarterly earnings calls, investor conferences, and other meetings. In March 2024, we hosted Investor Day where senior management presented our long-term strategic goals and outlook for 2024. The Investor Day presentation is available on our website at www.poolcorp.com in the “Investors” section under the “Presentations” link.

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. If we amend, or grant a waiver from, a provision of our Code of Business Conduct and Ethics, we plan to post 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;

•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 2023.

Audit
Committee

Compensation
Committee

Nominating and
Corporate Governance
Committee

Strategic Planning
Committee

Martha Gervasi

Chair

James Hope

Chair

Debra Oler

Chair

Carlos Sabater

Robert Sledd

John Stokely

David Whalen

Chair

Meetings held in 2023

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 oversees our accounting and financial reporting processes, the audits of our financial statements, and our risk management processes and compliance programs. As part of these responsibilities, the Audit Committee’s primary duties include, among other matters, assisting with the Board’s oversight of:

•the preparation and integrity of our financial statements;

•the independent registered public accounting firm’s qualifications, performance and independence;

•the performance of our internal audit function;

•information technology security and risks, including cybersecurity; and

•our compliance with legal and regulatory requirements as well as our standards of business conduct, code of ethics and internal policies.

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 all four above-identified members of the Audit Committee qualify as “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, Mr. Sabater, Mr. Sledd and Mr. Whalen 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 14, 2024, 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

Age

Position

Peter D. Arvan

President and Chief Executive Officer

Melanie M. Hart

Vice President, Chief Financial Officer, Treasurer

Ilya “Ike” K. Mihaly

Vice President, Operations and Supply Chain

Kristopher R. Neff

Vice President, Strategy and Corporate Development

Jennifer M. Neil

Senior Vice President, Chief Legal Officer, Corporate Secretary

Walker F. Saik

Chief Accounting Officer and Corporate Controller

Kenneth G. St. Romain

Senior Vice President

Peter D. Arvan

Please refer to the section titled “Election of Directors (Proposal 1)” beginning on page 5 of this proxy statement for Mr. Arvan’s biographical information.

Melanie M. Hart

Mrs. Hart was named vice president, chief financial officer and treasurer in 2021. Mrs. Hart previously served as vice president and chief accounting officer from 2019 to 2021 and as chief accounting officer and corporate controller from 2008 to 2019. She first joined Pool Corporation in May 2006 as the senior director of corporate accounting before becoming the corporate controller in 2007. Prior to that, Mrs. Hart, a certified public accountant, served numerous publicly traded companies during her roles in the Assurance and Advisory Business Services Group at Ernst & Young LLP for 12 years.

Ilya “Ike” K. Mihaly

Mr. Mihaly joined Pool Corporation in March 2022 as the vice president of operations and supply chain. He previously served as the vice president of supply chain for Beacon Roofing Supply. Earlier in his career, Mr. Mihaly worked at General Electric from 2001 to 2014 in various management roles ranging from sourcing and inventory manager, sourcing director, and global commodity leader. Mr. Mihaly is a military veteran and served four years as a U.S. Army armor officer.

Kristopher R. Neff

Mr. Neff has served as vice president, strategy and corporate development since joining Pool Corporation in July 2023. From 2018 to 2023, Mr. Neff served at Brunswick Corporation in various senior management roles, most recently as president of the Boston Whaler division. From 2005 to 2018, Mr. Neff held leadership roles spanning operations, corporate development and product management across Brunswick’s fitness and marine divisions. Earlier in his career, Mr. Neff worked in the automotive sector as a manufacturing and product development engineer for Lear Corporation and Ford Motor Company.

Jennifer M. Neil

In February 2024, Ms. Neil was promoted to senior vice president, and she has served as chief legal officer of Pool Corporation since May 2003. In February 2005, she was appointed to serve as corporate secretary and in February 2018, she was also named vice president. From January 2000 through April 2003, she was employed by Adams and Reese LLP, where she represented and advised corporations in a range of areas, including labor and employment, commercial litigation, and securities. Earlier in her career, she was an associate with Skadden, Arps, Slate, Meagher & Flom LLP, where her work focused on structured finance.

Walker F. Saik

Mr. Saik was named chief accounting officer and designated as the principal accounting officer in March 2023. He joined Pool Corporation as our corporate controller in July 2021 and continues to hold that position. He is a certified public accountant. Prior to joining Pool Corporation, he concluded a 13-year career with Ernst & Young LLP as a managing director in the audit practice where he served both publicly traded and privately held clients in various industries, including energy, manufacturing and marine transportation services.

Kenneth G. St. Romain

Mr. St. Romain was named senior vice president in September 2022. He previously served as group vice president from 2007 to September 2022, general manager of the Central Division of SCP Distributors, LLC from 2001 to 2007 and as vice president of SCP Distributors, LLC since 2004. Prior to that, Mr. St. Romain held several positions in management and has been employed with the company since 1993.

PRINCIPAL STOCKHOLDERS

In accordance with Rule 13d-3 under the Exchange Act of 1934, as amended (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 14, 2024. 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	75,891		*
Martha Gervasi	1,164		*
James Hope	356		*
Debra Oler	2,154		*
Manuel Perez de la Mesa	1,026,813	(2)	3%
Carlos Sabater	1,106		*
Robert Sledd	6,483	(3)	*
John Stokely	13,777		*
David Whalen	6,709		*
Named Executive Officers (4)
Melanie Hart	25,231	(5)	*
Kristopher Neff	2,456		*
Jennifer Neil	8,622		*
Kenneth St. Romain	74,339		*

All executive officers and directors as a group (15 persons)	1,248,063	(6)	3%
Greater than 5% Beneficial Owners
BlackRock, Inc.	3,368,822	(7)	9%
The Vanguard Group, Inc.	4,444,257	(8)	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) 109,849 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 13, 2024; (ii) 6,000 shares beneficially owned by Mr. Perez de la Mesa’s wife; (iii) 25,765 shares held by a trust for which Mr. Perez de la Mesa serves as a trustee; and (iv) 822,622 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 13, 2024.

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

(5)Includes 9,250 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 13, 2024.

(6)Includes 120,753 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 13, 2024. Also includes 848,387 shares held in trusts and 8,300 shares held by family members of such persons.

(7)Based on the holder’s Schedule 13G/A filed with the SEC on January 25, 2024. BlackRock, Inc. has sole voting power over 3,098,461 shares and sole dispositive power over 3,368,822 shares. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported in BlackRock’s Schedule 13G/A. The business address of BlackRock, Inc. is 50 Hudson Yards, New York, New York 10001.

(8)Based on the holder’s Schedule 13G/A filed with the SEC on February 13, 2024. The Vanguard Group, Inc. (Vanguard) has shared voting power over 52,493 shares, sole dispositive power over 4,277,281 shares and shared dispositive power over 166,976 shares. Vanguard’s clients, including investment companies registered under the Investment Company Act of 1940 other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported in Vanguard’s Schedule 13G/A. 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, 2023.


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)	570,722	$173.13	3,947,708	(1)
	Employee Stock Purchase Plan	—	—	52,875
Equity Compensation Plans Not Approved by Stockholders		—	—	—
	Total	570,722	$173.13	4,000,583

(1) Includes 853,337 shares that may be issued as restricted stock.

For a complete description of our equity compensation plans, see Note 6 in our 2023 Annual Report on Form 10-K.

COMPENSATION DISCUSSION AND ANALYSIS

In the discussion that follows (the CD&A), we describe and analyze our compensation program and policies during the last fiscal year to our named executive officers (collectively, our Named Executive Officers or NEOs).

For fiscal 2023, our Named Executive Officers were:

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

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

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

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

▪Kristopher R. Neff, Vice President, Strategy and Corporate Development.

Executive Summary

Overview of Fiscal 2023 Executive Compensation Changes

In February of 2023, after the Compensation Committee reviewed the independent compensation consultant’s findings, they made the following changes to our 2023 compensation design, each of which is more fully discussed in the sections that follow:

▪The Compensation Committee considered the performance and contributions of our NEOs in a challenging and highly competitive talent market and approved base salary increases to narrow the gap between our NEOs’ base salaries and the median base salaries of their peers.

▪Consistent with our philosophy of at-risk compensation, the Compensation Committee replaced the medium-term cash award Strategic Plan Incentive Program (SPIP) with an equity-based performance award based on a three-year adjusted diluted EPS CAGR. These shares, referred to as the Performance Shares-2, or PS-2 awards, will cliff vest on the third anniversary of the grant date, subject to attaining the achievement of the diluted EPS CAGR target, if realized.

▪The Compensation Committee approved a vesting schedule change that removes the length of service requirement for our performance-based restricted stock awards with return on invested capital (ROIC) as the performance-based vesting criterion (PS-1 awards). Previously, awards granted to employees with less than five years of service to the company cliff vested after five years, assuming achievement of the ROIC target. For grants beginning in 2023, all PS-1 awards will vest 50% three years after the grant date and 50% five years after the grant date, assuming achievement of the ROIC target, regardless of the employee’s length of service. While this vesting schedule moves us closer to market practice, it remains more restrictive than the majority of our peers who offer ratable vesting and/or shorter vesting periods. This change in the vesting schedule did not impact outstanding awards.

Due to the transition from the SPIP cash awards to the PS-2 equity awards in 2023, the Summary Compensation Table figures for NEOs may be higher in 2023 and 2024 due to having both (i) a payout on the SPIP period ending in each of these years (from prior grants) and (ii) a grant date value for the replacement PS-2 equity awards. This is due to differing disclosure requirements for cash and equity awards, whereby cash awards are disclosed when paid and equity awards are disclosed when granted. However, the actual compensation level is not materially impacted by this change because the PS-2 equity awards cliff vest after 3 years based on performance (which is the same as the prior SPIP awards).

Overview of Fiscal 2023 Performance Results

Over the past four years, our business has experienced significant, but not linear, growth. In 2023, net sales decreased 10% to $5.5 billion, the second highest in company history. Net sales grew at a compound annual growth rate (CAGR) of 15% from 2019 to 2023. Gross profit was $1.7 billion in 2023, a decrease of 14% from the prior year but grew at a 16% CAGR from 2019. Operating expenses increased 0.6% to $913.5 million in 2023, reflecting lower volume-driven expenses that were more than offset by inflationary wage increases, higher rent and facilities costs and increased insurance and healthcare-related costs. Operating income for the year decreased 27% to $746.6 million, which represents a four-year CAGR of 22%. Earnings per share decreased 29% to $13.35 per diluted share compared to a record of $18.70 per diluted share in 2022. Without the impact from Accounting Standards Update (ASU) 2016-09, Improvements to Employee Share-Based Payment Accounting, in both periods, earnings per diluted share decreased 28% to $13.18 per diluted share compared to $18.43 per diluted share in 2022. From 2019 to 2023, our earnings per diluted share increased by a 20% CAGR or a 23% CAGR without the impact from ASU 2016-19.

In 2023, we also reported record operating cash flows of $888.2 million and return on invested capital (ROIC) of 24.0%.

We have delivered consistent positive returns to our stockholders over time, and in 2023 we continued our long history of increasing our dividend rate and conducting share repurchases. In May 2023, our Board of Directors increased our quarterly dividend per share by 10% and increased our share repurchase authorization by $186.4 million to $600.0 million. During the year, we repurchased nearly 843,000 shares, or 2.2% of our outstanding shares. In 2023, we returned $473.9 million of cash to shareholders while also reducing total debt outstanding by $333.5 million.

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, 2023. 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	(28.6)	%	31.9	%	33.3	%	38.5	%	26.3	%
3-year	16.1	%	2.3	%	3.2	%	12.5	%	10.0	%
5-year	20.2	%	21.8	%	22.7	%	22.4	%	15.7	%
10-year	20.5	%	21.2	%	21.9	%	10.0	%	12.0	%

(1)The adjusted diluted EPS CAGR amounts are based on 2023 adjusted diluted EPS of $13.18, which excludes a $0.17 benefit from the impact of ASU 2016-09.

The 1-year diluted EPS CAGR is also based on adjusted 2022 diluted EPS of $18.45, which excludes a $0.27 benefit from the impact of ASU 2016-09 and a $0.02 impact of a non-cash goodwill impairment charge.

The 3-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 a $0.15 impact of a non-cash goodwill and other asset impairment charge.

The 5-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.

(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 FactSet.

Overview of Fiscal 2023 NEO Pay Results

The performance results summarized above yielded the following 2023 pay results for the NEOs:

•the annual cash incentive plan payout for 2023 was below target – 55% of target for the CEO and 55% of target, on average, for the other NEOs, excluding Mr. Neff, who received a guaranteed bonus of $250,000 for 2023 per the terms of his offer letter;

•the SPIP payout for the three-year performance period ending in 2023 was earned at 161.1% of target for the NEOs, reflecting three-year diluted EPS CAGR of 16.1%; and

•Restricted stock awards scheduled to vest in 2023 based on three-year average ROIC (2021-2023) were earned.

We believe that a significant part of our executives’ pay is properly linked to stockholder value through our annual incentive cash performance plan and long-term performance-based equity awards. In early 2023, our Compensation Committee reviewed our existing programs and considered current market and competitive conditions at the time along with our overall compensation objectives and philosophy and concluded that the total compensation program for our executives appropriately focused on enhancing company performance and increasing value for stockholders. Overall, payout levels for 2023 under our annual cash incentive plan were lower than 2022, which demonstrates the strong linkage between pay and performance created by the Company’s executive compensation structure and incentive plan designs.

2023 Executive Compensation Program Highlights

Strong Shareholder Support

At our 2023 annual meeting of stockholders, our stockholders overwhelmingly approved our executive compensation by a vote of 97.3% of the votes cast (excluding broker non-votes). Because our Compensation Committee typically establishes NEO compensation in February of each year (prior to our annual meeting for the year), it reviews the prior year’s say-on-pay when setting executive officer compensation. Thus, when setting 2023 compensation, the Compensation Committee considered the strong stockholder support we received on the 2022 say-on-pay vote, which was approved by 97.4% 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.

Performance-Based Target Pay Mix

A majority of each NEO’s target compensation (85% for Mr. Arvan in 2023) has been and continues to be at-risk. The charts below show the 2023 plan design, or target, compensation mix by component:

SEC Form DEF 14A filed by Pool Corporation