Arthur Soucy
About Arthur L. Soucy
Independent director of Hayward Holdings, Inc. since December 2017, with over 30 years of global operating leadership across Oil & Gas and Aviation. Former President, Products & Technology at Baker Hughes (responsible for multi‑billion‑dollar chemicals, enterprise new product/technology, global marketing and supply chain) and prior regional President for Europe, Africa, Russia, Caspian; earlier held executive P&L, technology, and supply chain roles over 29 years at Pratt & Whitney. Tenure on HAYW board: Class II director with term expiring at the 2026 annual meeting; audit committee “financial expert” and independent under NYSE rules .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Baker Hughes | President, Products & Technology; previously President, Europe/Africa/Russia/Caspian | Retired July 2017; ~4 years headquartered in London for regional presidency | Led multi‑billion‑dollar chemical business; enterprise NP&T; global marketing & supply chain oversight |
| Pratt & Whitney | Executive positions (P&L, technology, supply chain) | 29 years | Multinational operating leadership across ~80 countries |
External Roles
| Organization | Role | Status |
|---|---|---|
| Not disclosed | — | No other public company directorships disclosed in the proxy biography |
Board Governance
| Governance Dimension | Detail |
|---|---|
| Independence | Board determined Soucy is independent; meets enhanced audit committee independence under NYSE and SEC Rule 10A‑3 |
| Financial Expertise | Designated audit committee “financial expert” alongside Dayhoff and Walker |
| Committees | Audit Committee member; Nominating & Corporate Governance Committee member |
| Committee Chair Roles | None (member roles only) |
| Board/Committee Attendance | Board met 5 times in FY2024; each director attended >75% of Board and applicable committees; Audit Committee held 8 meetings; Nominating & Governance held 5 meetings |
| Board Structure | Classified board (three classes); Soucy is Class II, term expires 2026 |
| Risk & Oversight | Audit Committee scope includes financial reporting integrity, internal controls, IT/cyber oversight, related‑party transaction review; Nominating & Governance oversees independence, conflicts, succession, and sustainability |
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $63,750 |
| Stock Awards (grant‑date fair value) | $130,011 |
| Option Awards | — (no FY2024 grant; see pre‑IPO options below) |
| Total | $193,761 |
Policy context:
- Director cash retainer policy revised May 30, 2024: $85,000 annual cash retainer for directors (Chair: $110,000), additional retainers only for committee chairs (Audit $20,000; Compensation $15,000; Nominating & Governance $15,000); committee membership fees eliminated; RSU annual grant fair value $130,000 (Chair: $205,000) .
Performance Compensation (Director Equity Awards)
| Grant Type | Grant Date | Shares (#) | Grant‑Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU (annual grant) | May 30, 2024 | 9,060 | $130,011 (based on $14.35 close) | Vest May 22, 2025, subject to continued service |
| Options (legacy, pre‑IPO, outstanding) | Pre‑IPO (aggregate) | 121,750 (vested) | — | Vested options issued prior to IPO; remain outstanding |
Director stock ownership guidelines: directors must hold shares equal to 5x the annual cash retainer, to be achieved within five years of the later of Feb 10, 2021 or director start date . Company policy prohibits short sales, hedging, margin accounts, and pledging of Company stock, reinforcing alignment .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Soucy |
| Shared directorships/interlocks | Not indicated; Board confirms independence and no material relationships affecting independence |
| Compensation Committee Interlocks | Company discloses no executive officer interlocks; committee members are independent (note: Silber is a former COO; not currently an employee) |
Expertise & Qualifications
- Global operations leadership across ~80 countries; multi‑industry (Oil & Gas, Aviation) P&L management .
- Supply chain, technology/product development, and marketing oversight at scale .
- Audit committee financial literacy and “financial expert” designation .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Within 60 Days: Options | Within 60 Days: RSUs |
|---|---|---|---|---|
| Arthur L. Soucy | 153,412 | <1% | 121,750 option shares | 9,060 RSUs |
| Notes: Percentages based on 216,189,708 shares outstanding (excluding treasury). Beneficial ownership includes shares acquirable within 60 days via option exercise and RSU vesting . |
Governance Assessment
- Positive signals: Independent status; audit committee financial expert; >75% attendance across Board/committee duties; structured RSU grants and robust ownership guidelines; prohibition on hedging/pledging; formal related‑party transaction review via Audit Committee .
- Alignment: Annual RSU grants and stock ownership guidelines support skin‑in‑the‑game; legacy options pre‑IPO provide additional alignment without repricing risk; no director received >$10,000 in company product per policy (limits perquisites) .
- Potential conflicts: None disclosed; Board reviewed director affiliations and found no material relationships; related‑party transactions governed by written policy and Audit Committee oversight .
- Committee effectiveness: Audit Committee active (8 meetings) with comprehensive remit including IT/cyber; Nominating & Governance oversight of sustainability and independence; committee membership entirely independent .
- RED FLAGS: None evident in proxy for Soucy—no pledging/hedging allowed, no related‑party transactions identified, no attendance concerns disclosed .
Context for compensation benchmarking: Company uses an independent consultant (Pearl Meyer) for executive pay and peer group benchmarking; director pay policy revised to align with peer median—indicative of governance responsiveness. While this addresses executive pay, it informs overall Board compensation philosophy and market alignment .
Notes on Data Availability
- Age and education for Mr. Soucy are not disclosed in the extracted proxy sections; the biography focuses on roles and experience .
- Insider Form 4 transactions are referenced at a section level (Section 16 Reports) but specific transaction details are not included in the provided proxy excerpts; no director‑specific related‑party transactions are disclosed .