Hayward (HAYW) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 22, 2025, with a focus on accessibility and environmental impact reduction.

• Key agenda items include electing three directors, an advisory vote on executive compensation, and ratifying the external auditor.

• 2024 net sales were approximately $1B, with 90% of products linked to sustainability themes and a strong aftermarket sales base.

• The company received the 2024 ENERGY STAR® Partner of the Year Award and ranked in the top quartile for ESG performance by Morningstar Sustainalytics.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors for terms expiring in 2028, approving executive compensation on an advisory basis, and ratifying PricewaterhouseCoopers LLP as the independent auditor for 2025.

• The board recommends voting in favor of all proposals.

• Shareholders may submit proposals for the 2026 meeting by December 5, 2025, or via advance notice as per bylaws.

Board of directors and corporate governance

• The board will reduce from ten to nine members after the meeting, with three classes of directors serving staggered three-year terms.

• All directors except the CEO are independent; committees are fully independent per NYSE standards.

• The board has an independent chair and robust stock ownership guidelines for directors and officers.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and responsibilities.

• Institutional investor outreach engaged holders of about 80% of outstanding shares in 2024.