Kevin Brown
About Kevin D. Brown
Kevin D. Brown is an independent Class II director of Hayward Holdings, Inc. (HAYW), serving on the board since June 2017; his current term runs to the 2026 annual meeting . He is a Partner and member of the Investment Committee at BDT & MSD Partners (formerly Co‑Head of the Private Capital Group at MSD Partners), with prior investing roles at Court Square Capital (Partner, industrials; 10 years) and Apax Partners (Vice President, media/late-stage software/tech-enabled services) . Brown holds a B.S. from the University of Virginia’s McIntire School of Commerce and an M.B.A. (Palmer Scholar) from The Wharton School of the University of Pennsylvania . The Board affirmatively determined that all non-employee directors, including Brown, are independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSD Partners (pre-merger) | Co‑Head, Private Capital Group | Not disclosed | Led private capital investing; continued as Partner at BDT & MSD |
| Court Square Capital | Partner (Industrials) | 10 years | Led/oversaw industrials investments |
| Apax Partners | Vice President | Not disclosed | Focused on media, late-stage software, tech-enabled services |
| Prior boards (select) | Director | Not disclosed | ERICO Global; MacDermid; Pike Corporation; Wyle |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BDT & MSD Partners | Partner; Investment Committee member | Since 2016 | Private investment firm (BDT & MSD) |
| Endries International | Director | Not disclosed | Private company board |
| Woolpert | Director | Not disclosed | Private company board |
| West Monroe Partners | Director | Not disclosed | Private company board |
| East West Manufacturing | Director | Not disclosed | Private company board |
| Ring Container Technologies | Director | Not disclosed | Private company board |
Board Governance
- Board structure: Three staggered classes; Brown is Class II (term expires 2026) .
- Independence: Board determined all non-employee directors (including Brown) are independent under NYSE rules; no family relationships among directors/officers .
- Committees: Compensation Committee member (4 meetings in FY2024); the Board met 5 times in FY2024 .
- Attendance: Each director attended >75% of aggregate Board and committee meetings in FY2024 .
- Leadership: Independent, non-executive Chair (Stephen J. Felice); CEO and Chair roles separated .
- Executive sessions: Non-employee directors met without management periodically during FY2024 .
- Compensation Committee governance: Uses independent consultant (Pearl Meyer), maintains clawback policy for executives; no compensation committee interlocks or insider participation (aside from historical COO service by Silber) .
Fixed Compensation (Director)
| Item | Amount/Policy | Notes |
|---|---|---|
| FY2024 Fees Earned (Cash) | $0 | Brown waived compensation as a director affiliated with BDT & MSD . |
| FY2024 Stock Awards (RSUs) | $0 | Waived; no RSUs in 2024 . |
| FY2024 Total | $0 | Waived all director compensation . |
| Standard Board Cash Retainer (as of 5/30/2024) | $85,000 | $110,000 for Board Chair; committee chair adders only (Audit $20k; Comp $15k; NCG $15k) . |
| Standard Annual RSU Grant (Members/Chair) | $130,000 / $205,000 | Vests at earlier of 1st anniversary or next annual meeting . |
| Election to take cash retainer in RSUs | Permitted | RSUs vest year-end if elected . |
Performance Compensation (Director)
- Structure: Hayward’s non-employee director equity is time-based RSUs; no performance metrics apply to director compensation .
- Brown-specific: Waived all FY2024 director equity; thus no performance-conditioned awards .
| Performance Metric | Applies to Directors? | Notes |
|---|---|---|
| Financial/TSR metrics | No | Director RSUs are time-based; no performance criteria disclosed . |
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond HAYW .
- Compensation Committee interlocks: None reported; no executives of Hayward serve on other companies’ compensation committees and vice versa (Silber noted only as former COO, 2008–2012) .
- Large shareholder affiliation: Brown is a Partner at BDT & MSD Partners; entities affiliated with Michael S. Dell/MSD reported 6.27% beneficial ownership as of Feb. 2025 (13,545,707 shares) .
- Independence affirmation despite affiliations: Board deemed directors (including Brown) independent after considering ordinary-course relationships .
Expertise & Qualifications
- Finance/capital markets and strategic leadership across complex global businesses; extensive board experience in industrials and services .
- Education: B.S. (UVA McIntire); M.B.A. (Wharton, Palmer Scholar) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Kevin D. Brown | 3,200,529 | 1.48% | Excludes shares held by an affiliate of MSD Partners per footnote . |
| Policy safeguards | — | — | Directors prohibited from hedging/pledging; robust stock ownership guidelines . |
| Director ownership guideline | 5x annual cash retainer | — | Achieve within 5 years of adoption or appointment . |
Governance Assessment
-
Positives
- Independence affirmed; active Compensation Committee member with governance experience; Board and committee attendance exceeded 75% in FY2024 .
- Significant personal beneficial ownership (3.20M shares; 1.48%), aligning interests with shareholders; director stock ownership guideline in place (5x retainer) and prohibitions on hedging/pledging strengthen alignment .
- Compensation Committee engages an independent consultant; executive clawback policy in place, supporting disciplined pay-for-performance oversight (relevant to Brown’s committee role) .
-
Potential risks/monitorable items
- Affiliation with BDT & MSD Partners (a major shareholder group) can raise perceived conflict concerns; however, the Board reviewed relationships and maintained independence determinations; no material related-party transactions disclosed .
- Brown waived all director compensation (cash and RSUs) in FY2024 due to affiliation, which eliminates ongoing director equity refresh; while mitigated by large beneficial ownership, absence of annual RSU grants could modestly weaken incremental year-to-year equity alignment versus peers .
- Continue monitoring any updates to MSD/BDT ownership or related-party dealings; Audit Committee oversees related-party transactions per policy .
-
Additional governance context
- Independent, non-executive chair; separation of CEO/Chair roles; periodic executive sessions by non-employee directors .
- Shareholder outreach in 2024 covered ~80% of outstanding shares, engaging seven global institutions—indicative of responsiveness to investors .
No material legal proceedings, pledging, hedging, or related-party transactions involving Brown were disclosed in the latest proxy; Section 16 filings were timely for FY2024 registrants .