Diane Dayhoff
About Diane S. Dayhoff
Independent Class III director at Hayward Holdings (HAYW) since March 2021; current term expires at the 2027 annual meeting. Background spans VP Investor Relations at The Home Depot (May 2003–April 2018), 14 years at Continental Airlines culminating as Staff VP of Finance, and CFO experience at a large privately held company where she led the first audited financial statements—bringing deep investor relations, financial planning, and accounting/audit literacy. Age and formal education are not disclosed in the company’s proxy. She is designated an Audit Committee “financial expert” under SEC rules and meets NYSE independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Home Depot, Inc. | Vice President, Investor Relations | May 2003 – April 2018 | IR leadership; communications expertise |
| Continental Airlines | Staff Vice President of Finance (progressive roles over 14 years) | 14 years (dates not specified) | Financial planning; close collaboration with auditors |
| Large privately held company | Chief Financial Officer | Not disclosed | Generated first audited financial statements; strong accounting knowledge |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed |
Board Governance
- Committee assignments: Audit Committee member; AC chaired by Lori Walker with members Dayhoff and Arthur Soucy; 8 meetings held in FY2024 .
- Independence and expertise: Board affirmed Ms. Dayhoff’s independence; meets heightened audit independence and is designated an audit committee “financial expert” (SEC rules) .
- Attendance and engagement: Board met 5 times in FY2024; each director attended >75% of Board and committee meetings; all directors attended 2024 annual meeting; non-employee directors met in executive session periodically .
- Audit Committee scope: Oversees financial reporting, external auditor, internal controls, related-party transactions policy, capital structure and liquidity, and IT/cyber integrity and contingency plans .
Fixed Compensation
| Component | Policy Details | FY2024 Dayhoff Amount |
|---|---|---|
| Annual cash retainer | Revised May 30, 2024: $85,000 for directors; $110,000 for Chair; additional cash only for committee chairs (Audit $20k; Compensation $15k; Nominating $15k). Legacy pre-5/30/24 included $75k Board, $5k committee member, higher chair retainers . | $61,675 cash fees in FY2024 (reflects mix of legacy and revised policy periods) . |
| Meeting fees | $2,500 per special committee meeting; none held in 2024 . | $0 . |
| Equity retainer (RSUs) | Annual RSUs with grant-date fair value $130,000 for directors ($205,000 for Board Chair); vest on earlier of first anniversary or date of 2026 annual meeting, subject to service . | $130,011 stock awards (grant-date fair value) . |
Total FY2024 director compensation for Dayhoff: $191,686 (cash $61,675; equity $130,011) .
Performance Compensation
Directors receive time-based RSUs; no director-specific performance metrics are applied to equity grants.
| Grant Date | Instrument | Shares (#) | Grant-Date Fair Value | Vesting | Basis for Share Count |
|---|---|---|---|---|---|
| May 30, 2024 | RSUs | 9,060 | $130,011 | Vests May 22, 2025, subject to continued service | Closing price $14.35 used for sizing . |
Policy notes: Directors may elect to receive annual cash retainer in RSUs vesting on Dec 31 of the year; RSU quantity equals retainer divided by closing price on grant date .
Other Directorships & Interlocks
| Company | Role | Potential Interlock |
|---|---|---|
| None disclosed for Ms. Dayhoff | — | Board noted some directors hold roles at companies with which Hayward engages; no material relationships impairing independence were found . |
Expertise & Qualifications
- Audit/finance competence: Designated audit committee “financial expert”; deep familiarity with accounting practices and financial statement literacy .
- Investor relations and communications: Led IR at Home Depot for 15 years .
- Corporate finance: Senior finance leadership at Continental Airlines; CFO experience including initiating audited reporting .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| Diane S. Dayhoff | 37,337 | <1% | Includes 9,060 RSUs that may vest within 60 days of March 24, 2025; unvested RSUs outstanding at FY2024 year-end: 9,060 . |
Policies and guidelines:
- Hedging and pledging: Directors are prohibited from hedging, margin accounts, and pledging of HAYW securities .
- Director ownership guideline: Hold shares equal to 5× annual Board cash retainer (achieve within 5 years from Feb 10, 2021 or date became director) .
- Counting toward guidelines: Includes vested awards and unvested RSUs (net of taxes); pledged shares and unexercised/unvested awards (other than RSUs) do not count .
Governance Assessment
- Independence and financial oversight: Clear independence and audit “financial expert” designation strengthen board effectiveness in financial reporting, controls, and auditor oversight—positive for investor confidence .
- Engagement: >75% attendance in FY2024 and participation in executive sessions indicate active oversight; Board met 5 times, AC met 8 times—adequate cadence .
- Compensation alignment: Dayhoff’s equity retainer ($130k RSUs) exceeds cash fees ($61.7k), tilting director pay toward equity and alignment with shareholder value; no special meeting fees in 2024 .
- Ownership: Beneficial ownership is modest (<1%); however, directors are subject to robust ownership guidelines (5× retainer) and anti-hedging/pledging rules—mitigates misalignment risks; individual compliance status is not disclosed .
- Conflicts and related parties: Audit Committee oversees a formal related-party transactions policy; Board reviewed external affiliations and found no material relationships impairing independence; no family relationships among directors or executive officers .
- Perquisites: Directors may receive Hayward pool products for personal use; no director received $10,000 or more in products during FY2024—low risk of perquisite excess .
- RED FLAGS: None identified specific to Ms. Dayhoff in the proxy; no pledging, hedging, tax gross-ups for directors, or related-party transactions disclosed that would impair independence .