Hayward Holdings, Inc DEF 14A, filed Apr 17, 2024

Hayward Holdings, Inc. (HAYW)

DEF 14A 2024-04-17 For: 2024-05-30

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Added on June 12, 2026

About this DEF 14A

Hayward Holdings, Inc filed this DEF 14A on April 17, 2024.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
	May 30, 2024		8:00 AM ET	Virtual meeting at www.virtualshareholdermeeting.com/HAYW2024
You can attend and participate in the 2024 annual meeting of stockholders of Hayward Holdings, Inc. (the “Annual Meeting”) online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HAYW2024. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card to access the Annual Meeting platform. Smart phone users can point your camera to the QR code provided in your Notice and vote without entering a control number.
		MEETING AGENDA
	1.	Elect three nominees identified in the accompanying proxy statement as Class III directors for three-year terms expiring in 2027, one nominee identified in the accompanying proxy statement as a Class II director for a two-year term expiring in 2026, and one nominee identified in the accompanying proxy statement as a Class I director for a one-year term expiring in 2025, and, in each case, until a successor is duly elected and qualified;
	2.	To approve, on an advisory basis, the compensation of our named executive officers;
	3.	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024; and
	4.	To transact such other business as may properly come before the Annual Meeting or any postponements, adjournments, or continuations thereof.
		RECORD DATE
Our Board of Directors has fixed the close of business on April 2, 2024 as the record date (the “Record Date”) for the Annual Meeting. Only stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting. Each share of common stock that you own represents one vote for each of the matters to be acted upon at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
		MATERIALS FOR REVIEW
We are again electronically disseminating Annual Meeting materials to our stockholders, as permitted under the “Notice and Access” rules approved by the U.S. Securities and Exchange Commission. Stockholders will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred. We encourage you to review these materials in preparation for the Annual Meeting.
		WAYS TO VOTE
Stockholders may vote in advance of the Annual Meeting: • By internet at www.proxyvote.com • By toll-free telephone at 1-800-690-6903 • By completing and mailing your proxy card (if you received printed proxy materials) to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717 Voting at the Annual Meeting: • By attending the virtual meeting • If you previously voted, you may still vote online at the Annual Meeting By order of the Board of Directors, Susan M. Canning Senior Vice President, Chief Legal Officer, and Corporate Secretary					YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, you are urged to vote and submit your proxy as soon as possible by following the voting procedures described in these proxy materials.

TABLE OF CONTENTS
PROXY SUMMARY	1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING	6
Why are you holding a virtual Annual Meeting and how can stockholders attend?	6
What matters am I voting on and how does the Board of Directors recommend that I vote?	6
Who is entitled to vote?	6
Who are stockholders of record?	6
Who are street name stockholders?	6
How many votes are needed for approval of each proposal?	7
What is a quorum?	7
How do I vote?	7
Can I change my vote?	8
What is the effect of giving a proxy?	8
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?	8
How are proxies solicited for the Annual Meeting?	8
How may my broker, bank or other nominee vote my shares if I fail to provide timely directions?	8
Where can I find the voting results of the Annual Meeting?	8
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?	9
What is the deadline to propose stockholder actions and director nominations for consideration at next year’s annual meeting of stockholders?	9
How can I access the bylaws?	10
BOARD OF DIRECTORS	11
Board of Directors Composition	11
Information Regarding Directors and Nominees	12
Nominees for Director	13
Continuing Directors	15
PROPOSAL NO. 1 ELECTION OF DIRECTORS	17
Nominees	17
Vote Required; Recommendation of the Board of Directors	17
CORPORATE GOVERNANCE	18
Corporate Governance Overview and Fiscal Year 2023 Highlights	18
Sustainability at Hayward	18
Board Leadership	19
Director Independence	19
Meetings of the Board of Directors	20
Board Committees	20
Membership and Functions of the Committees of the Board	20
Corporate Governance Guidelines	22
Identification and Evaluation of Nominees for Directors; Board Diversity	22
Summary of Director Skills, Competencies and Attributes	22
Compensation Committee Interlocks and Insider Participation	23
Code of Ethics for Senior Executive and Financial Officers and Business Conduct Policy	23
Related Party Transaction Policy	23
Role of the Board in Risk Oversight	23
Role of the Board In Sustainability and Corporate Social Responsibility Oversight	24
Communications with the Board of Directors	24
Non-Employee Director Compensation	24
Director and Officer Indemnification Agreements	26
Institutional Investor Outreach	26

	Page
PROPOSAL NO. 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (“SAY-ON-PAY”)	27
Overview of our Executive Compensation Program	27
Advisory Vote Required: Approval of Compensation of Named Executive Officers	27
EXECUTIVE COMPENSATION	28
Compensation Discussion and Analysis	28
Compensation Philosophy and Objectives	28
Key Compensation Practices	29
Determination of Executive Compensation and Compensation Practices	30
Elements of the Company’s Executive Compensation Program	31
Hedging and Pledging Policies, Derivatives Trading	38
Stock Ownership Guidelines	38
Incentive Based Recovery Policy	38
REPORT OF THE COMPENSATION COMMITTEE	39
Summary Compensation Table	40
Grants of Plan-Based Awards Table-Fiscal Year 2023	42
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table	43
Outstanding Equity Awards at Fiscal Year-End Table	44
Option Exercises and Stock Vested-Fiscal Year 2023	46
Employee Deferred Compensation	46
Summary of Potential Payments and Benefits-Termination Events	47
Summary of Potential Payments Upon Termination or Change in Control	48
Pay Versus Performance	49
CEO Pay Ratio	52
PROPOSAL NO. 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	53
Fees Paid to the Independent Registered Public Accounting Firm	53
Auditor Independence	53
Pre-Approval Policies and Procedures	53
Vote Required	54
REPORT OF THE AUDIT COMMITTEE	55
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	56
Section 16 Reports	57
RELATED – PERSON TRANSACTIONS	58
Amended and Restated Stockholders Agreement	58
Arrangements with our Directors and Officers	58
Purchases of Products in the Ordinary Course of Business	59
ADDITIONAL INFORMATION	60
2023 Annual Report and SEC Filings	60
Special Note Regarding Forward-Looking Statements	60
OTHER MATTERS	61
APPENDIX A – ANNUAL INCENTIVE PLAN PERFORMANCE MEASURES	A-1

PROXY SUMMARY
You are receiving this proxy statement and the accompanying form of proxy in connection with the solicitation of proxies by the Board of Directors of Hayward Holdings, Inc., a Delaware corporation, for use at the 2024 annual meeting of stockholders (the “Annual Meeting”) and any postponements, adjournments, or continuations thereof. In this proxy statement, the terms “Hayward,” “the Company,” “we,” “us” and “our” refer to Hayward Holdings, Inc. “Fiscal Year 2023” refers to the year ended December 31, 2023. The mailing address of our principal executive offices is 1415 Vantage Park Drive, Suite 400, Charlotte, North Carolina 28203. This Proxy Summary highlights selected information related to our Annual Meeting, corporate governance, executive compensation, and fiscal year 2023 financial performance. For more information about these topics, please see the more detailed sections of this proxy statement and 2023 annual report (the “2023 Annual Report”).
	THE ANNUAL MEETING
2024 Annual Meeting of the Stockholders Thursday, May 30, 2024 8:00 a.m. Eastern Time www.virtualshareholdermeeting.com/HAYW2024 Record Date: April 2, 2024 For more information about how to vote on the proposals and attend and participate in the Annual Meeting, see “Q&A — Information About the Proxy Materials and Our Annual Meeting” in this proxy statement.
	OVERVIEW OF HAYWARD FOR 2023


	OVERVIEW OF BOARD OF DIRECTORS DIVERSITY AND EXPERIENCE

0-2 YEARS		2-5 YEARS	5+ YEARS	30s	40s	50s	60s	WHITE	AFRICAN- AMERICAN	MALE	FEMALE

Named Executive Officer	Position
Kevin Holleran	President, Chief Executive Officer
Eifion Jones	Senior Vice President, Chief Financial Officer
Susan Canning	Senior Vice President, Chief Legal Officer and Corporate Secretary
John Collins	Senior Vice President, Chief Commercial Officer
Fernando Blasco	Vice President, General Manager Europe & Rest of the World
Richard Roetken	Former President, North America





Attract and Retain Top Executive Talent	Align Corporate and Financial Objectives	Align Long-Term Interests of Executives and Stockholders	Drive Market-Leading Performance

2023 Key Executive Compensation Elements
Compensation Element	Base Salary	Bonus	Equity
Form of Delivery	Cash	Cash	Options	Restricted Stock Units (“RSUs”)	Performance Stock Units (“PSUs”)
Performance Emphasis	Short-term		Long-term
Performance Measures/ Value Realization	Fixed component of compensation for services provided to the Company	Adjusted EBITDA Adjusted Free Cash Flow ESG-related goals	Value based on HAYW stock price on exercise date	Value based on HAYW stock price on vesting dates	Adjusted EBITDA Margin & Return on Gross Invested Capital
Performance/Vesting Period	Ongoing	1 year	Generally vest annually over 3 years	Generally vest annually over 3 years	Generally measured and vest at the end of 3-year period
Payout Determination	Primarily benchmarked against Peer Group, reflecting the executive’s skill set, experience, role and responsibilities	Primarily based on level of achievement against financial and operational goals, and may include discretionary bonus to recognize individual contributions	Completion of continued service through each vesting date	Completion of continued service through each vesting date	Based on level of achievement against financial goals and continued service through performance period

PROPOSALS	For More Information	Board Recommendation
PROPOSAL NO. 1 Election of three nominees identified in this proxy statement as Class III directors for three-year terms expiring in 2027, one nominee identified in this proxy statement as a Class II director for a two-year term expiring in 2026, and one nominee identified in this proxy statement as a Class I director for a one-year term expiring in 2025, and, in each case, until a successor is duly elected and qualified.	17	FOR each nominee
PROPOSAL NO. 2 Approval, on an advisory basis, of the compensation of our named executive officers.	27	FOR
PROPOSAL NO. 3 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.	53	FOR

PROPOSAL		BOARD OF DIRECTORS VOTING RECOMMENDATION
PROPOSAL NO. 1 Election of three nominees identified in this proxy statement as Class III directors for three-year terms expiring in 2027, one nominee identified in this proxy statement as a Class II director for a two-year term expiring in 2026, and one nominee identified in this proxy statement as a Class I director for a one-year term expiring in 2025, and, in each case, until a successor is duly elected and qualified.		FOR each nominee
PROPOSAL NO. 2 Approval, on an advisory basis, of the compensation of our named executive officers.		FOR
PROPOSAL NO. 3 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.		FOR

PROPOSAL	VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTIONS AND BROKER NON-VOTES
PROPOSAL NO. 1 Election of three nominees identified in this proxy statement as Class III directors for three-year terms expiring in 2027, one nominee identified in this proxy statement as a Class II director for a two-year term expiring in 2026, and one nominee identified in this proxy statement as a Class I director for a one-year term expiring in 2025, and, in each case, until a successor is duly elected and qualified.	Our certificate of incorporation and bylaws state that, to be elected, a nominee must receive a plurality of the votes, which means that the nominees that receive the highest number of votes of the shares present in person (by means of remote communication) or represented by proxy and entitled to vote on the election of directors at the Annual Meeting “FOR” are elected as directors. Broker non-votes (which are described below) will not count in determining the outcome of the election of directors. Our Corporate Governance Guidelines further state that, in the event of an uncontested director election (such as this director election), where the votes “withheld” from a director nominee’s election exceed the votes cast “FOR” that nominee’s election, such nominee shall be required to submit his or her resignation to the Board of Directors for its consideration. The Board of Directors will then have the opportunity to determine whether to accept or reject such tendered resignation.
PROPOSAL NO. 2 Approval, on an advisory basis, of the compensation of our named executive officers.	Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are seeking an advisory vote from our stockholders to approve the compensation of our named executive officers for Fiscal Year 2023, as disclosed in this proxy statement. Abstentions and broker non-votes will not be included in the vote totals for this matter and, accordingly, will have no impact on the outcome of the vote on this matter. This vote is not binding upon the Company, our Board of Directors or the compensation committee. Nevertheless, the Board of Directors and the compensation committee value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions regarding the Company’s named executive officers.
PROPOSAL NO. 3 Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.	The ratification of the appointment of PricewaterhouseCoopers LLP requires the affirmative vote of the holders of a majority of the voting power of the shares of our common stock entitled to vote on the proposal that are present in person (by means of remote communication) at the Annual Meeting or represented by proxy at the Annual Meeting. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote against this proposal. Broker non-votes are not considered votes for or against this proposal, and thus, will have no effect on the outcome of this proposal. Stockholder ratification of the appointment of PricewaterhouseCoopers LLP is not required by the Company’s bylaws, but if the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain PricewaterhouseCoopers LLP.

Name	Fees Earned or Paid in Cash ($)⁽⁶⁾	Stock Awards ($)⁽⁷⁾	Option Awards ($)⁽⁸⁾	Total ($)
Christopher Bertrand⁽¹⁾	–	–	–	–
Greg Brenneman⁽¹⁾⁽²⁾	–	–	–	–
Kevin Brown⁽¹⁾	–	–	–	–
Diane Dayhoff	80,000	125,007	–	205,007
Stephen Felice⁽³⁾	–	311,374	–	311,374
Mark McFadden⁽¹⁾⁽⁴⁾	–	–	–	–
Lawrence Silber	85,000	125,007	–	210,007
Arthur Soucy⁽³⁾	–	208,041	–	208,041
Lori Walker	95,000	125,007	–	220,007
Timothy Walsh⁽¹⁾⁽⁵⁾	–	–	–	–
Edward Ward	80,000	125,007	–	205,007

(1)	Each of these directors is affiliated with one of our Sponsors and was designated to the Board of Directors by the respective Sponsor. These directors waived compensation in respect of their service as members of our Board of Directors.
(2)	Mr. Brenneman ceased serving as director on June 30, 2023.
(3)	Mr. Felice and Mr. Soucy elected to receive their annual cash retainers for board and committee service in the form of RSUs. The grant date fair value of these awards, which were paid in quarterly installments during Fiscal Year 2023, are reflected in the “Stock Awards” column and described in further detail in footnote 7, below.
(4)	Mr. McFadden ceased serving as a director on September 30, 2023.
(5)	Mr. Walsh ceased serving as a director on May 18, 2023.
(6)	Directors who served on a committee for only a portion of the fiscal year received a prorated amount of the additional cash retainer payable in Fiscal Year 2023. Mr. Felice became chair of the nominating and corporate governance committee on May 18, 2023. Mr. Felice was replaced on the audit committee by Mr. Soucy on May 25, 2023. Mr. Felice joined the compensation committee on October 1, 2023. The cash retainers are paid generally in four equal quarterly installments.
(7)	Amounts reflect the full grant-date fair value of RSUs granted during Fiscal Year 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. On July 18, 2023, the directors received the following grants of RSUs: Ms. Dayhoff: 10,213 RSUs, Mr. Felice: 16,340 RSUs, Mr. Silber: 10,213 RSUs, Mr. Soucy: 10,712 RSUs, Ms. Walker: 10,213 RSUs and Mr. Ward: 10,213 RSUs. These RSUs will vest on May 30, 2024, subject to the director’s continued service on our Board of Directors. In determining the number of shares to be awarded, the Company used the closing price of our common stock on July 18, 2023, which was $12.24 per share. In addition, Mr. Felice and Mr. Soucy elected to receive their cash retainers for board and committee service in the form of RSUs. As such, on March 2, 2023, Mr. Felice was granted 2,329 RSUs and Mr. Soucy was granted 1,694 RSUs; on May 18, 2023, Mr. Felice was granted 2,266 RSUs and Mr. Soucy was granted 1,648 RSUs; on August 4, 2023, Mr. Felice was granted 1,893 RSUs and Mr. Soucy was granted 1,493 RSUs; and on November 1, 2023, Mr. Felice was granted 2,713 RSUs and Mr. Soucy was granted 2,005 RSUs. Each of these RSUs vested on December 31, 2023. The number of shares awarded on each grant date was determined based on the closing price of our common stock on such date. For each non-employee director, the aggregate number of unvested stock awards outstanding as of the end of the fiscal year ending December 31, 2023 was Ms. Dayhoff: 10,213 RSUs, Mr. Felice: 16,340 RSUs, Mr. Silber: 10,213 RSUs, Mr. Soucy: 10,712 RSUs, Ms. Walker: 10,213 RSUs and Mr. Ward: 10,213 RSUs.
(8)	For each non-employee director, the aggregate number of option awards outstanding as of the end of the fiscal year ending December 31, 2023 was Mr. Felice: 126,750 option shares, Mr. Silber: 140,400 option shares and Mr. Soucy: 121,750 option shares. These awards consist of vested and unvested option awards issued prior to our IPO.

Name	Board or Committee Member	Board or Committee Chairperson
Annual cash retainer	$75,000	$100,000
Additional annual cash retainer for compensation committee	$5,000	$10,000
Additional annual cash retainer for nominating and corporate governance committee	$5,000	$10,000
Additional annual cash retainer for audit committee	$5,000	$20,000

Compensation Element	Compensation Objective
Base Salary	Provides the level of market-based compensation to attract, retain and recognize talent in key roles required for the operation of the Company
Cash-Based Incentive Compensation	Provides short-term incentives directly linked to achievement of the Company’s financial and operational performance
Equity-Based Compensation	Aligns the long-term financial interests of named executive officers and stockholders

	What We Do		What We Do Not Do
✓	Emphasize performance-based, at-risk compensation	X	Do not grant uncapped cash incentives or guaranteed equity compensation
✓	Emphasize the use of equity compensation to promote executive retention and reward long-term value creation	X	Do not provide significant perquisites
✓	Target total direct cash compensation at the market median and weight the overall pay mix towards incentive compensation for executive officers	X	Do not reprice our stock option awards and our 2021 Plan expressly forbids exchanging underwater options for cash without stockholder approval
✓	Engage an independent compensation consultant to advise our compensation committee	X	Do not provide tax gross-up payments with respect to any excise tax due under the federal tax code as a result of severance payments
✓	Maintain robust stock ownership guidelines for our directors and executive officers	X	No hedging, pledging, or short sales of stock permitted
✓	Have double trigger requirements on cash severance payments and long-term incentive equity benefits following a change-in-control	X	Do not provide incentives that encourage excessive risk-taking
✓	Maintain an incentive compensation “clawback” policy
✓	Enhanced Code of Conduct

Peer Group
A. O. Smith Corporation	Evoqua Water Technologies Corp.	Mueller Industries Inc.	Trex Company, Inc.
Aaon, Inc.	Generac Holdings Inc.	Mueller Water Products, Inc.	Watts Water Technologies, Inc.
The Azek Company Inc.	Johnson Outdoors Inc.	Pool Corporation	YETI Holdings, Inc.
Badger Meter, Inc.	Lennox International Inc.	SPX Technologies, Inc.	Zurn Elkay Water Solutions Corporation
CSW Industrials, Inc.	Leslie’s, Inc.	The Toro Company

Compensation Element	Base Salary	Bonus	Equity
Form of Delivery	Cash	Cash	Options	RSUs	PSUs
Performance Emphasis	Short-term		Long-term
Performance Measures/ Value Realization	Fixed component of compensation for services provided to the Company	Adjusted EBITDA Adjusted Free Cash Flow ESG-related goals	Value based on HAYW stock price on exercise date	Value based on HAYW stock price on vesting dates	Adjusted EBITDA Margin & Return on Gross Invested Capital
Performance/Vesting Period	Ongoing	1 year	Generally vest annually over 3 years	Generally vest annually over 3 years	Generally measured and vest at the end of 3-year period
Payout Determination	Primarily benchmarked against Peer Group, reflecting the executive’s skill set, experience, role and responsibilities	Primarily based on level of achievement against financial and operational goals, and may include discretionary bonus to recognize individual contributions	Completion of continued service through each vesting date	Completion of continued service through each vesting date	Based on level of achievement against financial goals and continued service through performance period

Named Executive Officer	Base Salary⁽¹⁾
Kevin Holleran	$938,000
Eifion Jones	$540,000
Susan Canning	$445,000
John Collins⁽²⁾	$500,000
Fernando Blasco⁽³⁾	$232,566
Richard Roetken	$512,500

Named Executive Officer	Target Bonus Percentage ⁽¹⁾
Kevin Holleran	115%
Eifion Jones	75%
Susan Canning	50%
John Collins⁽²⁾	70%
Fernando Blasco	50%
Richard Roetken	70%

Performance Metrics		Performance Levels			Actual Performance
(dollars in millions)	Weighting	Threshold (40% of Target)	Target	Maximum (200% of Target)	Amount	% of Target Payout Achieved
Adjusted EBITDA⁽¹⁾⁽⁴⁾	70%	$274	$305	$350	$247.3	0%
Adjusted free cash flow⁽²⁾⁽⁴⁾	20%	$317	$352	$403	$235.1	0%
ESG⁽³⁾	10%	-3% YOY (Water and Electricity)	-4% YOY (Water and Electricity)	-6% YOY (Water and Electricity)	8% YOY (Water) 17% YOY (Electricity)	0%

Named Executive Officer	Target Bonus	Earned Bonus	Discretionary Bonus	Actual Bonus
Kevin Holleran	$1,078,700	$0	$150,000	$150,000
Eifion Jones	$405,000	$0	$125,000	$125,000
Susan Canning	$222,500	$0	$125,000	$125,000
John Collins	$222,500	$0	$125,000	$125,000
Fernando Blasco	$116,283	$0	$15,000	$15,000

2024 Bonus Opportunity
Performance Metrics	Weighting	Threshold	Max
Adjusted EBITDA	70%	91%	112%
Revenue (Net Sales)	20%	94%	108%
Cash Conversion Cycle	10%	96%	109%

Name Executive Officer	Grant Date	Stock Options (#)⁽¹⁾	Grant Date Value of Stock Options ($)⁽¹⁾
Kevin Holleran	March 2, 2023	312,897	$1,480,003
Eifion Jones	March 2, 2023	91,332	$432,000
Susan Canning	March 2, 2023	56,449	$267,004
John Collins	March 2, 2023	47,041	$222,504
Fernando Blasco	March 2, 2023	9,809	$46,397

Named Executive Officer	Grant Date	RSUs (#) ⁽¹⁾	Grant Date Value of RSUs ($)⁽¹⁾
Kevin Holleran	March 2, 2023	125,318	$1,480,006
Eifion Jones	March 2, 2023	36,580	$432,010
Susan Canning	March 2, 2023	41,448	$489,501
John Collins	March 2, 2023	18,840	$222,500
Fernando Blasco	March 2, 2023	3,929	$46,401

Named Executive Officer	Threshold (#)⁽¹⁾	Target (#)⁽¹⁾	Maximum (#)⁽¹⁾	Grant Date Value of PSUs ($)⁽¹⁾
Kevin Holleran	31,330	62,660	125,320	$740,015
Eifion Jones	9,145	18,290	36,580	$216,005
Susan Canning	5,652	11,304	22,608	$133,500
John Collins	4,710	9,420	18,840	$111,250
Fernando Blasco	983	1,966	3,932	$23,218

Position	Ownership Guideline (multiple of base salary)
Chief Executive Officer	5x
Chief Financial Officer	3x
Other Executive Officers	1x

Name and Principal Position	Year	Salary ($)⁽¹⁾	Bonus ($)	Stock Awards ($)⁽²⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)⁽⁵⁾	Total ($)
Kevin Holleran President, Chief Executive Officer	2023	923,135	150,000	2,220,021	1,480,003	–	657,510	201,337	5,632,006
	2022	875,000	–	700,006	2,800,000	–	875,951	369,752	5,620,709
	2021	775,000	–	–	3,100,000	1,550,000	742,482	259,907	6,427,389
Eifion Jones Senior Vice President, Chief Financial Officer	2023	531,731	125,000	648,015	432,000	–	160,922	92,053	1,989,721
	2022	493,452	150,000	185,843	743,300	–	111,208	109,795	1,793,598
	2021	464,000	–	–	877,500	715,000	144,712	413,796	2,615,009
Susan Canning Senior Vice President, Chief Legal Officer and Corporate Secretary	2023	440,192	125,000	623,001	267,004	–	134,393	87,966	1,677,556
	2022	416,539	130,000	80,028	423,000	–	104,557	91,467	1,245,590

John Collins Senior Vice President, Chief Commercial Officer	2023	444,327	125,000	333,750	222,504	–	97,354	93,655	1,316,590
	2022	261,538	232,500	173,753	255,000	–	41,263	167,148	1,131,203

Fernando Blasco ⁽⁶⁾ Vice President, General Manager Europe & Rest of World	2023	195,271	15,000	69,619	46,397	–	–	20,471	346,758
	2022	153,299	–	23,530	94,017	–	–	21,702	292,548
	2021	233,090	–	–	93,971	233,090	–	22,438	582,589
Richard Roetken⁽⁷⁾ Former President, North America	2023	499,856	–	420,022	280,002	–	236,389	89,861	1,526,130
	2022	474,192	–	127,703	510,700	–	77,564	183,008	1,373,167
	2021	456,000	–	–	1,325,530	638,000	253,394	344,836	3,017,760

Name	401(k) Plan ($)^(a)	Company Cars ($)^(b)	Supplemental Medical Plan ($)^(c)	Nonqualified Deferred Compensation Plan ($)^(d)	Relocation Benefits ($)^(e)	Life Insurance	Total ($)
Kevin Holleran	19,050	10,381	15,768	83,082	69,037	4,019	201,337
Eifion Jones	19,050	–	15,768	53,365	–	3,870	92,053
Susan Canning	19,050	–	15,768	51,317	–	1,831	87,966
John Collins	17,697	–	15,588	39,989	19,031	1,350	93,655
Fernando Blasco	–	15,814	2,494	–	–	2,163	20,471
Richard Roetken	19,050	6,186	15,768	44,987	–	3,870	89,861

Name	Grant Date ⁽¹⁾	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽²⁾			Estimated Future Payouts Under Equity Incentive Plans⁽³⁾			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($) ⁽⁴⁾
Name	Grant Date ⁽¹⁾	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Kevin Holleran President, Chief Executive Officer	N/A	431,480	1,078,700	2,157,400	—	—	—	—	—	—	—
	3/2/2023	—	—	—	—	—	—	—	312,897	11.81	1,480,003
	3/2/2023	—	—	—	31,330	62,660	125,320	—	—	—	740,015
	3/2/2023	—	—	—	—	—	—	125,318	—	—	1,480,006
Eifion Jones Senior Vice President, Chief Financial Officer	N/A	162,000	405,000	810,000	—	—	—	—	—	—	—
	3/2/2023	—	—	—	—	—	—	—	91,332	11.81	432,000
	3/2/2023	—	—	—	9,145	18,290	36,580	—	—	—	216,005
	3/2/2023	—	—	—	—	—	—	36,580	—	—	432,010
Susan Canning Senior Vice President, Chief Legal Officer and Corporate Secretary	N/A	89,000	222,500	445,000	—	—	—	—	—	—	—
	3/2/2023	—	—		—	—	—	—	56,449	11.81	267,004
	3/2/2023	—	—		5,652	11,304	22,608	—	—	—	133,500
	3/2/2023	—	—	—	—	—	—	41,448	—	—	489,501
John Collins Senior Vice President, Chief Commercial Officer	N/A	89,000	222,500	445,000	—	—	—	—	—	—	—
	3/2/2023	—	—	—	—	—	—	—	47,041	11.81	222,504
	3/2/2023	—	—	—	4,710	9,420	18,840	—	—	—	111,250
	3/2/2023	—	—	—	—	—	—	18,840	—	—	222,500
Fernando Blasco Vice President, General Manager Europe & Rest of World	N/A	46,395	115,988	231,975	—	—	—	—	—	—	—
	3/2/2023	—	—	—	—	—	—	—	9,809	11.81	46,397
	3/2/2023	—	—	—	983	1,966	3,932	—	—	—	23,218
	3/2/2023	—	—	—	—	—	—	3,929	—	—	46,401
Richard Roetken Former President, North America	N/A	143,500	358,750	717,500	—	—	—	—	—	—	—
	3/2/2023	—	—	—	—	—	—	—	59,197	11.81	280,002
	3/2/2023	—	—	—	5,928	11,856	23,712	—	—	—	140,019
	3/2/2023	—	—	—	—	—	—	23,709	—	—	280,003

	(1)	These grants were issued under the 2021 Plan.
	(2)	Threshold, target and maximum non-equity incentive opportunities calculated as a percentage of actual base salary earned during the performance year.
	(3)	Reflects PSU awards granted in Fiscal Year 2023. Refer to “—Compensation Discussion and Analysis—Equity Compensation—Performance Based Stock Units” for further details on these awards.
	(4)	Amounts reflect the full grant-date fair value of PSU awards, RSU awards, and options granted during Fiscal Year 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all PSU awards, RSU awards, and option awards made to executive officers in Note 17 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023.

		Option Awards				Stock Awards
Name	Grant Date⁽¹⁾	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)⁽²⁾
Kevin Holleran President, Chief Executive Officer	12/24/2019	3,310,000	390,000	1.40	12/24/2029	—	—	—	—
	3/11/2021	404,823	202,412	17.00	3/11/2031	—	—	—	—
	3/3/2022	169,388	338,779	17.10	3/3/2032	—	—	—	—
	3/3/2022	—	—	—	—	—	—	40,936	556,730
	3/2/2023	—	312,897	11.81	3/2/2033	—	—	—	—
	3/2/2023	—	—	—	—	—	—	62,660	852,176
	3/2/2023	—	—	—	—	125,318	1,704,325	—	—
Eifion Jones Senior Vice President, Chief Financial Officer	4/20/2020	753,375	312,000	1.40	4/20/2030	—	—	—	—
	3/11/2021	114,591	57,296	17.00	3/11/2031	—	—	—	—
	3/3/2022	44,969	89,939	17.10	3/3/2032	—	—	—	—
	3/3/2022	—	—	—	—	—	—	10,868	147,805
	3/2/2023	—	91,332	11.81	3/2/2033	—	—	—	—
	3/2/2023	—	—	—	—	—	—	18,290	248,744
	3/2/2023	—	—	—	—	36,580	497,488	—	—
Susan Canning Senior Vice President, Chief Legal Counsel and Corporate Secretary	8/4/2021	18,215	9,108	23.29	8/4/2031	—	—	—	—
	8/4/2021	—	—	—	—	716	9,738	—	—
	3/3/2022	25,588	51,182	17.10	3/3/2032	—	—	—	—
	3/3/2022	—	—	—	—	—	—	4,680	63,648
	3/2/2023	—	56,449	11.81	3/2/2033	—	—	—	—
	3/2/2023	—	—	—	—	—	—	11,304	153,734
	3/2/2023	—	—	—	—	41,448	563,693	—	—
John Collins Senior Vice President, Chief Commercial Officer	7/29/2022	20,681	41,363	11.67	7/29/2032	—	—	—	—
	7/29/2022	—	—	—	—	—	—	5,463	74,297
	7/29/2022	—	—	—	—	6,285	85,476	—	—
	3/2/2023	—	47,041	11.81	3/2/2033	—	—	—	—
	3/2/2023	—	—	—	—	—	—	9,420	128,112
	3/2/2023	—	—	—	—	18,840	256,224	—	—
Fernando Blasco, Vice President, General Manager Europe & Rest of World	4/25/2019	—	29,250	1.80	4/25/2029	—	—	—	—
	3/11/2021	9,816	4,909	17.00	3/11/2031	—	—	—	—
	3/3/2022	5,687	11,376	17.10	3/3/2023	—	—	—	—
	3/3/2022	—	—	—	—	—	—	1,376	18,714
	3/2/2023	—	9,809	11.81	3/2/2033	—	—	—	—
	3/2/2023	—	—	—	—	—	—	1,966	26,738
	3/2/2023	—	—	—	—	3,929	53,434	—	—
Richard Roetken ⁽³⁾ Former President, North America	8/27/2018	126,670	—	0.50	8/27/2028	—	—	—	—
	1/12/2021	156,000	39,000	3.61	1/12/2031	—	—	—	—
	3/11/2021	81,173	40,587	17.00	3/11/2031	—	—	—	—
	3/3/2022	30,896	61,794	17.10	3/3/2032	—	—	—	—
	3/3/2022	—	—	—	—	—	—	7,468	101,565
	3/2/2023	—	59,197	11.81	3/2/2033	—	—	—	—
	3/2/2023	—	—	—	—	—	—	11,856	161,242
	3/2/2023	—	—	—	—	23,709	322,442	—	—

Grant Date	Grant Type	Vesting Schedule
4/25/2019	Stock Options	Unvested portion vests on April 25, 2024, subject generally to the executive’s continued employment with the company.
12/24/2019	Stock Options	Unvested portion vests on August 12, 2024, subject generally to the executive’s continued employment with the company.
4/20/2020	Stock Options	Unvested portion vests in two equal installments, on each of April 20, 2024 and April 20, 2025, subject generally to the executive’s continued employment with the company.
1/12/2021	Stock Options	Unvested portion vests in two equal installments, on each of August 28, 2024 and August 28, 2025, subject generally to the executive’s continued employment with the company.
3/11/2021	Stock Options	Unvested portion vests on April 11, 2024, subject generally to the executive’s continued employment with the company.
8/4/2021	Stock Options	Unvested portion vests on August 4, 2024, subject generally to the executive’s continued employment with the company.
8/4/2021	RSUs	Unvested portion vests on August 4, 2024, subject generally to the executive’s continued employment with the company.
3/3/2022	Stock Options	Unvested portion vests in two equal installments, on each of April 3, 2024 and April 3, 2025, subject generally to the executive’s continued employment with the company.
3/3/2022	PSUs	Award generally vests subject to the satisfaction of the three-year performance period and the executive’s continued employment with the company. Reflects target performance and generally any shares awarded would be issued in March 2025.
3/3/2022	RSUs	Unvested portion vests in two equal installments, on each of April 3, 2024 and April 3, 2025, subject generally to the executive’s continued employment with the company.
7/29/2022	Stock Options	Unvested portion vests in two equal installments, on each of July 29, 2024 and July 29, 2025, subject generally to the executive’s continued employment with the company.
7/29/2022	PSUs	Award generally vests subject to the satisfaction of the three-year performance period and the executive’s continued employment with the company. Reflects target performance and generally any shares awarded would be issued in March 2026.
7/29/2022	RSUs	Unvested portion vests in two equal installments, on each of July 29, 2024 and July 29, 2025, subject generally to the executive’s continued employment with the company.
3/2/2023	Stock Options	Unvested portion vests in three equal installments, on each of March 2, 2024, March 2, 2025 and March 2, 2026, subject generally to the executive’s continued employment with the company.
3/2/2023	PSUs	Award generally vests subject to the satisfaction of the three-year performance period and the executive’s continued employment with the company. Reflects target performance and generally any shares awarded would be issued in March 2027.
3/2/2023	RSUs	Unvested portion vests in three equal installments, on each of March 2, 2024, March 2, 2025 and March 2, 2026, subject generally to the executive’s continued employment with the company.

Name	Executive Contributions in Last FY ⁽¹⁾($)	Registrant Contributions in Last FY⁽²⁾ ($)	Aggregate Earnings in Last FY ⁽³⁾ ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE⁽⁴⁾($)
Name	Executive Contributions in Last FY ⁽¹⁾($)	Registrant Contributions in Last FY⁽²⁾ ($)	Aggregate Earnings in Last FY ⁽³⁾ ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE⁽⁴⁾($)
Kevin Holleran	92,313	83,082	60,167	—	2,629,966
Eifion Jones	53,365	53,365	11,368	—	456,906
Susan Canning	51,317	51,317	6,068	—	238,950
John Collins	39,989	39,989	2,998	—	138,617
Fernando Blasco	—	—	—	—	—
Richard Roetken	44,987	44,987	17,596	—	755,994

Name	Benefit	Death⁽¹⁾($)	Disability⁽¹⁾($)	Termination Without Cause or for Good Reason (no Change in Control) ($)	Termination Without Cause or for Good Reason in Connection with a Change in Control ($)
Kevin Holleran	Cash	—	—	4,003,669	4,003,669
	Equity Acceleration⁽²⁾	4,758,000	4,758,000	—	8,431,316
	Value of Health Benefits	—	26,186	26,186	26,186
	Value of Retirement Contributions ⁽³⁾	—	219,993	219,993	219,993
	Value of Outplacement Services ⁽⁴⁾	—	—	6,000	6,000
	Total	4,758,000	5,004,179	4,255,848	12,687,164
Eifion Jones	Cash	—	—	936,731	936,731
	Equity Acceleration⁽²⁾	3,806,400	3,806,400	—	4,863,921
	Value of Health Benefits	—	26,186	26,186	26,186
	Value of Retirement Contributions ⁽³⁾	—	114,000	114,000	114,000
	Value of Outplacement Services ⁽⁴⁾	—	-	6,000	6,000
	Total	3,806,400	3,946,586	1,082,917	5,946,838
Susan Canning	Cash	—	—	662,692	662,692
	Equity Acceleration⁽²⁾	—	—	—	891,857
	Value of Health Benefits	—	18,568	18,568	18,568
	Value of Retirement Contributions ⁽³⁾	—	85,575	85,575	85,575
	Value of Outplacement Services ⁽⁴⁾	—	—	6,000	6,000
	Total	—	104,143	772,835	1,664,692
John Collins	Cash	—	—	666,827	666,827
	Equity Acceleration⁽²⁾	—	—	—	708,143
	Value of Health Benefits	—	24,918	24,918	24,918
	Value of Retirement Contributions ⁽³⁾	—	101,850	101,850	101,850
	Value of Outplacement Services ⁽⁴⁾	—	—	6,000	6,000
	Total	—	126,768	799,595	1,507,738
Fernando Blasco	Cash	—	—	311,258	311,258
	Equity Acceleration⁽²⁾	345,150	345,150	—	461,594
	Value of Health Benefits	—	—	—	—
	Value of Retirement Contributions ⁽³⁾	—	—	—	—
	Value of Outplacement Services ⁽⁴⁾	—	—	—	—
	Total	345,150	345,150	311,258	772,852
Richard Roetken	Cash	—	—	858,606	858,606
	Equity Acceleration⁽²⁾	389,610	389,610	—	1,080,821
	Value of Health Benefits	—	9,957	9,957	9,957
	Value of Retirement Contributions ⁽³⁾	—	104,138	104,138	104,138
	Value of Outplacement Services ⁽⁴⁾	—	—	6,000	6,000
	Total	389,610	503,705	978,701	2,059,522