Edward Ward
About Edward D. Ward
Edward D. Ward is an independent director of Hayward Holdings and a retired technology executive with over 38 years of industry experience. He joined Hayward’s board in April 2022 and serves on the Nominating & Corporate Governance Committee . Ward previously served as President – Client Product Group at Dell Technologies from November 2020 to July 2024, following 24 years at Dell in senior engineering and product roles; he also held engineering leadership roles at NCR Corporation . His education includes a B.S. in electrical engineering and computer science (University of Colorado, Boulder) and the Advanced Management Program at Harvard Business School . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dell Technologies | President – Client Product Group | Nov 2020 – Jul 2024 | Led global client products; strategic and engineering leadership |
| Dell Technologies | Senior Vice President – Client Product Group | Not disclosed (part of 24 years at Dell) | Product and engineering leadership |
| Dell Technologies | Senior Vice President of Engineering – Client Product Group | Not disclosed | Engineering leadership for client portfolio |
| Dell Technologies | Vice President of Engineering – Servers | Not disclosed | Server engineering leadership |
| NCR Corporation | Vice President of Engineering – Shared Components & Technical Services | Not disclosed | Engineering leadership across shared components and services |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| University of Colorado, Boulder | Board roles | Academic/non-profit | Governance/advisory involvement |
| University of Texas, Rio Grande Valley | Board roles | Academic/non-profit | Governance/advisory involvement |
| Austin’s Habitat for Humanity | Board roles | Non-profit | Community/mission engagement |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; the committee met 5 times in FY 2024; Chair is Stephen Felice; other member is Arthur Soucy; all members are independent .
- Independence: The Board determined Ward is independent under NYSE standards; no material relationships impaired independence .
- Attendance and engagement: The Board held 5 meetings in FY 2024; each director attended more than 75% of the aggregate of Board and committee meetings; directors attended the 2024 annual meeting .
- Board leadership: Independent, non-executive Chair (Stephen J. Felice) with CEO/Chair separation .
- Ethics and risk oversight: Policies prohibit short sales, hedging, margin accounts, and pledging; committees oversee risk, sustainability, and related-party transactions under formal charters .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash retainer earned ($) | $80,000 | $61,675 |
| Committee membership fees ($) | Policy provided $5,000 per committee member; Ward served on Nominating & Governance | Eliminated under revised policy effective May 30, 2024 |
| Total cash ($) | $80,000 | $61,675 |
| Policy notes | Pre-5/30/2024: $75,000 base; $5,000 per committee; higher chair fees | Post-5/30/2024: $85,000 base ($110,000 Chair); only chair adders; no committee member fees |
Performance Compensation
| RSU Grant Date | Shares Granted (#) | Grant Date Fair Value ($) | Closing Price Used | Vesting Date | Notes |
|---|---|---|---|---|---|
| 2023-07-18 | 10,213 | $125,007 | $12.24 | 2024-05-30 | Annual director RSU grant |
| 2024-05-30 | 9,060 | $130,011 | $14.35 | 2025-05-22 | Annual director RSU grant |
- Option awards: No option awards are disclosed for Ward; options outstanding were disclosed only for Directors Felice, Silber, and Soucy at FY 2024 year-end .
Other Directorships & Interlocks
- Public company boards: None are disclosed in Ward’s proxy biographies .
- Notable interlocks: Shared Dell background with Hayward’s Chairman Stephen J. Felice (former Dell President & Chief Commercial Officer), suggesting potential network information flow benefits; independence status maintained by Board .
Expertise & Qualifications
- Technical and engineering expertise from senior roles at Dell and NCR; strategic leadership in client products and server engineering .
- Education: B.S. in electrical engineering and computer science (University of Colorado, Boulder); Advanced Management Program (Harvard Business School) .
Equity Ownership
| Metric | Amount | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 29,985 (<1% of class) | Record date: 2025-03-24 | Includes 9,060 RSUs vesting within 60 days |
| Shares outstanding (for % calc) | 216,189,708 | 2025-03-24 | Per proxy record date |
| Unvested director RSUs outstanding | 9,060 | 2024-12-31 | Vests 2025-05-22 |
| Stock ownership guideline | 5× annual cash retainer for directors | Policy adopted 2021-02-10 | Must achieve within 5 years of later of adoption or becoming director (April 2022 → deadline April 2027) |
| Hedging/pledging | Prohibited by company policy | Ongoing | Applies to directors/officers |
Governance Assessment
- Alignment: Annual RSU grants and stock ownership guidelines provide alignment; Ward’s beneficial ownership is small relative to total shares (<1%), typical for non-employee directors; unvested RSUs provide ongoing equity exposure .
- Independence and engagement: Independent status affirmed; active committee membership (Nominating & Governance); Board/committee attendance above 75%; directors attended the 2024 annual meeting .
- Compensation structure signals: 2024 policy shift eliminated committee member fees and modestly increased base retainer/RSU grant values to peer median—reducing pay complexity while maintaining equity-based alignment .
- Risk controls: Robust prohibitions on hedging/pledging and formal related-party transaction review by Audit Committee strengthen investor confidence; no material independence impairments identified by the Board .