Eifion Jones
About Eifion Jones
Senior Vice President and Chief Financial Officer (CFO) of Hayward Holdings (HAYW) since April 2020; age 57 as of July 3, 2024, and previously CFO of Cornerstone Holdings Inc. from 2011–2020 . 2024 performance against incentive metrics: Adjusted EBITDA rose 12.2% to $277.4M with margin up 150 bps to 26.4% and cash conversion cycle improved to 154 days; annual bonus metrics were weighted 70% EBITDA, 20% revenue, 10% CCC, with a 107.2% weighted payout for Mr. Jones (plus a discretionary $19,760) . Long-term incentives use PSUs tied to adjusted EBITDA margin, gross profit margin, and ROIC with an absolute TSR modifier for 2024 grants (three-year vest, payout certified in early 2027) . HAYW prohibits pledging/hedging and maintains a clawback policy aligned with SEC/NYSE rules .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cornerstone Holdings Inc. | Chief Financial Officer | 2011–2020 | Portfolio company CFO (H.I.G./Littlejohn), relevant to capital discipline and PE-style value-creation playbook |
| Hayward Holdings | Principal Accounting Officer (reacquired role) | 2024–present | Reassumed PAO responsibilities to enhance financial rigor (effective July 3, 2024) |
| Hayward Holdings | Principal Accounting Officer (prior) | Ended Apr 2022 | Transitioned PAO duties to newly appointed CAO; remained CFO |
External Roles
- No public company board roles disclosed for Mr. Jones in the 2025 proxy; named executive officers are listed separately from directors .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $540,000 | $560,000 (3.70% increase) |
| Target Bonus (% of Salary) | — | 75% |
Performance Compensation
Annual Incentive Plan (AIP) – Design and 2024 Results
| Metric | Weighting | Threshold | Target | Max | Actual | Payout as % of Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | $250.0M | $275.6M | $310.0M | $277.4M | 105.4% |
| Revenue (Net Sales) | 20% | $1,000.0M | $1,067.1M | $1,150.0M | $1,051.6M | 82.8% |
| Cash Conversion Cycle | 10% | 170 days | 164 days | 150 days | 154 days | 168.6% |
| Executive | Target Bonus ($) | Weighted Payout (%) | Earned Bonus ($) | Discretionary Bonus ($) | Bonus Paid ($) |
|---|---|---|---|---|---|
| Eifion Jones | $420,000 | 107.2% | $450,240 | $19,760 | $470,000 |
- AIP framework (2024): EBITDA 70%, revenue 20%, CCC 10%; payouts 40%/100%/200% at threshold/target/max .
Long-Term Incentives (LTI)
- 2024 Grants to Mr. Jones (Grant date: 3/4/2024) :
- RSUs: 50,848 units; grant-date fair value $720,008; RSUs generally vest annually over 3 years .
- PSUs: 33,900 target units; grant-date fair value $480,024; vest at end of three years with 2024 financial metrics and a three-year absolute TSR modifier (payout certified in early 2027) .
- 2024 PSU performance scoring (pre-TSR) :
- Adjusted EBITDA margin: 26.4% vs 25.8% target → 150.0% earned
- Gross profit margin: 50.5% vs 49.6% target → 137.5% earned
- Return on gross invested capital: 45.3% vs 43.3% target → 147.6% earned
- 2025 PSU design updates: 3-year measurement (net sales CAGR 50%, adj. EBITDA margin 30%, ROIC 20%) with relative TSR modifier vs S&P SmallCap600 Industrials (+/–15%); PSU mix increased to 50% of equity for non-CEO NEOs .
Multi‑Year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 493,452 | 531,731 | 556,154 |
| Bonus (Discretionary/Sign-on) | 150,000 | 125,000 | 19,760 |
| Stock Awards (RSUs/PSUs at target FV) | 185,843 | 648,015 | 1,200,032 |
| Option Awards (FV) | 743,300 | 432,000 | — |
| Non‑Equity Incentive Plan (AIP) | — | — | 450,240 |
| All Other Compensation | 109,795 | 92,053 | 133,436 |
| Total | 1,682,390 | 1,828,799 | 2,359,622 |
- No stock option grants were made in FY 2024 (shift toward RSUs/PSUs) .
Equity Ownership & Alignment
Beneficial Ownership and Exercisable Options (as of Mar 24, 2025)
| Item | Value |
|---|---|
| Shares beneficially owned | 1,557,787; <1% of outstanding |
| Shares outstanding reference | 216,189,708 (ex‑treasury) |
| Shares acquirable within 60 days (options) | 1,358,057 |
| Ownership guidelines (CFO) | 3x base salary; 5‑year compliance window |
| Pledging/hedging | Prohibited (no margin accounts, hedging, or pledging) |
Outstanding Equity Awards (Dec 31, 2024)
| Award Type | Grant Date | Exercisable | Unexercisable | Strike | Expiry |
|---|---|---|---|---|---|
| Stock Options | 4/20/2020 | 834,375 | 156,000 | $1.40 | 4/20/2030 |
| Stock Options | 3/11/2021 | 171,887 | — | $17.00 | 3/11/2031 |
| Stock Options | 3/3/2022 | 89,938 | 44,970 | $17.10 | 3/3/2032 |
| Stock Options | 3/2/2023 | 30,443 | 60,889 | $11.81 | 3/2/2033 |
| Award Type | Grant Date | Unvested RSUs (#) | Market Value ($) | Unearned PSUs (#) | Payout Value ($) |
|---|---|---|---|---|---|
| RSUs/PSUs | 3/2/2023 | 18,290 | 279,654 | 9,145 | 139,827 |
| RSUs/PSUs | 3/4/2024 | 50,848 | 777,466 | 67,800 | 1,036,662 |
- Realized in 2024: 75,000 option shares exercised ($1,102,875 value realized); 12,193 RSUs vested ($174,726) .
Deferred Compensation
| Item (2024) | Amount ($) |
|---|---|
| Employee elective deferrals (subset of SCT salary/bonus) | Salary $50,054; Bonus $3,952; AIP $90,048 |
| Company contributions | $92,354 |
| Aggregate earnings | $68,470 |
| Aggregate balance at FYE | $798,034 |
Employment Terms
- At‑will employment; Mr. Jones is party to agreements defining compensation and severance terms .
- Non‑compete: 1 year post‑termination; Non‑solicit: 2 years post‑termination; perpetual confidentiality/IP assignment; non‑disparagement .
- Insider trading policy and governance: hedging/pledging banned; robust ownership guidelines; clawback policy meeting SEC/NYSE requirements .
Potential Payments on Termination (Dec 31, 2024 value per share $15.29)
| Scenario | Cash ($) | Equity Acceleration ($) | Health Benefits ($) | Retirement Contributions ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death | 450,240 | 2,166,840 | — | — | — | 2,617,080 |
| Disability | 450,240 | 2,166,840 | 27,932 | 108,900 | — | 2,753,912 |
| Termination w/o Cause or Good Reason (no CIC) | 1,430,240 | — | 27,932 | 108,900 | 6,000 | 1,573,072 |
| Termination w/o Cause or Good Reason in connection with CIC (double trigger) | 1,430,240 | 4,493,234 | 27,932 | 108,900 | 6,000 | 6,066,306 |
- Company states “double trigger” severance upon termination following a change‑in‑control .
Compensation Structure Analysis
- Mix shift: No stock options granted in 2024; emphasis on RSUs/PSUs increases certainty of value and retention, reducing reliance on option leverage .
- AIP metrics tightened to operational levers (EBITDA, revenue, CCC); payout curve unchanged at 40%/100%/200% .
- 2024 PSUs tied to single‑year financials with a 3‑year absolute TSR modifier due to macro uncertainty; this introduces some de‑risking on financial targets but preserves long‑term alignment via TSR certification in early 2027 .
- 2025 PSUs revert to 3‑year financial goals with relative TSR vs SmallCap600 Industrials; PSU weighting raised to 50% for all NEOs (more at‑risk, performance‑linked equity) .
Compensation Peer Group and Shareholder Feedback
- 2024 peer group included 20+ names across water/outdoor living/industrial (e.g., Pentair, Pool, Watts, SiteOne, Zurn, AZEK, Generac, Badger Meter, etc.) and informed market‑median targeting .
- 2025 updates: removed six largest peers (A.O. Smith, Generac, Mueller Industries, Lennox, SiteOne, Toro) and added Fluidra S.A. to better size-align .
- Investor outreach: 2024 engagement pursued feedback from investors representing ~80% of outstanding shares; engaged with seven global institutions .
Risk Indicators & Red Flags
- Clawback policy compliant with SEC/NYSE (restatement‑triggered recovery for three prior years) .
- Hedging/pledging/margin accounts prohibited; reduces misalignment and forced-liquidation risk .
- 2022 PSUs paid 0% due to below‑threshold organic growth and EBITDA margin over 2022–2024, indicating pay sensitivity to performance troughs .
- Discretionary bonuses: $125,000 awarded for 2023 and $19,760 in 2024 to Mr. Jones; discretion cited for leadership/cash management amid macro headwinds .
Performance & Track Record
- 2024 operational improvements: Adjusted EBITDA +12.2% to $277.4M, margin +150 bps to 26.4%, CCC improved to 154 days; AIP payout for Mr. Jones at 107.2% of target with an additional discretionary $19,760 .
- 2024 equity realization events: 75,000 options exercised ($1.10M realized) and 12,193 RSUs vested ($174,726) .
Compensation Committee and Governance
- Compensation Committee members (2024): Lawrence H. Silber (Chair), Stephen Felice, Kevin Brown .
- Independent consultant: Pearl Meyer; peer-based benchmarking with median targeting .
Investment Implications
- Alignment/retention: Large in‑the‑money legacy options (1.36M exercisable within 60 days as of 3/24/25) and substantial unvested RSUs/PSUs through 2027 create strong retention hooks but can introduce episodic selling pressure around vesting/exercise windows; pledging is prohibited, mitigating leverage risk .
- Pay-for-performance: AIP and PSU frameworks are tightly coupled to EBITDA, margins, ROIC, and TSR; prior PSU zero‑payout underscores downside sensitivity, while 2024 PSU scoring indicates improved fundamentals pre‑TSR .
- Change-in-control economics: Double‑trigger structure; illustrative CIC termination value of ~$6.07M (including $4.49M equity acceleration at $15.29/share) is meaningful but not outsized for a CFO, suggesting reasonable governance balance .
- Peer calibration: 2025 peer group resized to improve comparability; raising PSU weighting to 50% and adopting relative TSR vs SmallCap600 Industrials heightens performance linkage going forward .
Note: All figures and terms are sourced from Hayward Holdings’ 2025 DEF 14A and related 8‑K disclosures as cited inline.