Kevin Holleran
About Kevin Holleran
Kevin P. Holleran is President & Chief Executive Officer (since August 2019) and a Class III director (term expiring at the 2027 annual meeting) of Hayward Holdings. He holds an MBA from Wake Forest University and a B.S. from Cornell University . In FY2024, Hayward delivered adjusted EBITDA of $277.4M (12.2% YoY growth) with adjusted EBITDA margin of 26.4% (+150 bps YoY) and improved cash conversion cycle to 154 days, which drove above-target annual bonus outcomes; management subsequently raised FY2025 guidance following stronger execution and margin expansion in Q3’25 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hayward Holdings, Inc. | President & CEO; Director (Class III) | CEO since Aug 2019; Director since Aug 2019 | Leads global pool/outdoor tech company; deep knowledge of business and markets |
| Textron, Inc. (Industrial Segment) | President & CEO | Beginning in 2017 until joining Hayward in 2019 | Led Textron’s Industrial Segment (Textron Specialized Vehicles and Kautex), growing revenue/profitability |
| Textron Specialized Vehicles | President & CEO | Prior 10 years before 2017 | Substantial revenue and profitability growth through organic growth and acquisitions |
| Ingersoll Rand; Terex | Management roles in sales, marketing, product management | Not disclosed | Broad industrial operations and commercial leadership experience |
External Roles
No external public company directorships for Mr. Holleran are disclosed in the 2025 proxy; he serves on Hayward’s Board as CEO (non-independent) .
Fixed Compensation
| Component | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | $875,000 | $923,135 | $938,000 |
| Target Bonus (% of salary) | Not disclosed | Not disclosed | 115% |
| Target Bonus ($) | — | — | $1,078,700 |
| Actual Annual Bonus Paid ($) | — | $0 (no non-equity line in 2023) | $1,156,366 |
Notes:
- FY2024 cash bonus reflected a 107.2% weighted payout vs. target based on company performance .
- CEO received no additional cash retainer for Board service (director compensation applies to non-employee directors only) .
Performance Compensation
Annual Incentive Plan (FY2024 design and results)
| Metric | Weight | Threshold | Target | Maximum | Actual Result | Payout vs 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% |
Vesting/Payment: Annual cash bonus paid after year-end; CEO earned $1,156,366 for FY2024 corresponding to a 107.2% weighted payout .
Long-Term Equity (design, targets, vesting)
- Mix: For FY2024 CEO awards, 50% time-based RSUs and 50% PSUs (target), reflecting alignment with long-term performance; RSUs vest in three equal annual installments; PSUs have performance and an absolute TSR modifier over a 3-year period (payout in early 2027) .
- 2025 change: PSUs measured over three-year period (net sales CAGR 50%, adjusted EBITDA margin 30%, ROIC 20%) with relative TSR modifier vs S&P SmallCap 600 Industrials; PSU weighting standardized to 50% for all NEOs (CEO unchanged) .
FY2024 PSU metrics and outcomes (pre-TSR):
| Performance Measure | Weight | Threshold (25%) | Target (100%) | Max (200%) | Actual | Earned % (pre-TSR) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA Margin | 40% | 25.0% | 25.8% | 27.0% | 26.4% | 150.0% |
| Gross Profit Margin | 40% | 48.5% | 49.6% | 52.0% | 50.5% | 137.5% |
| Return on Gross Invested Capital | 20% | 40.5% | 43.3% | 47.5% | 45.3% | 147.6% |
PSU TSR modifier (absolute, 3-year ending 12/31/26): -15% if TSR < 0%, +15% if TSR > 10%, 0% otherwise; vest post-TSR in early 2027 subject to continuous service .
FY2022 PSU (three-year performance ending 12/31/24) results:
| Measure | Threshold (50%) | Target (100%) | Max (200%) | Actual | Earned % |
|---|---|---|---|---|---|
| Organic net revenue growth | 19.0% | 30.6% | 37.8% | -26.6% | 0% |
| Adjusted EBITDA margin | 28.6% | 29.8% | 31.3% | 26.4% | 0% |
FY2024 CEO equity grants (annual):
| Grant Date | Instrument | Shares (#) | Target Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 3/4/2024 | RSUs | 130,650 | $1,850,004 | 1/3 annually on 3/4/2025, 3/4/2026, 3/4/2027 |
| 3/4/2024 | PSUs (target) | 130,650 | $1,850,004 | Earn-outs per FY2024 metrics; modifier via 3-yr TSR; payout early 2027 |
Multi-year CEO compensation summary (SEC “Summary Compensation Table”):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022 | 875,000 | — | 700,006 | 2,800,000 | — | 369,752 | 4,744,758 |
| 2023 | 923,135 | 150,000 | 2,220,021 | 1,480,003 | — | 201,337 | 4,974,496 |
| 2024 | 938,000 | — | 3,700,008 | — | 1,156,366 | 229,575 | 6,023,949 |
Equity Ownership & Alignment
- Beneficial ownership: 4,721,309 shares (2.18% of outstanding) as of March 24, 2025; includes 2,100 shares held indirectly; options exercisable within 60 days for 4,362,570 shares .
- Outstanding equity (as of 12/31/2024):
- Unvested RSUs: 83,546 (2023 grant) and 130,650 (2024 grant) = 214,196 RSUs; market value $1,277,418 and $1,997,639 respectively at $15.29 per share .
- Unearned PSUs: 31,330 (2023 grant at threshold status) and 261,300 (2024 grant) with indicated market/payout values $479,036 and $3,995,277 at $15.29 per share (subject to performance and TSR modifier) .
- Options: Significant legacy and IPO-era options remain (e.g., 3,238,571 at $1.40 expiring 12/24/2029; 607,235 at $17.00 expiring 3/11/2031; portions of 2022 and 2023 grants exercisable/unexercisable at $17.10 and $11.81) .
- Exercises/realizations: In FY2024, 511,429 options were exercised (value realized $6,723,377); RSUs vested 41,772 shares (value $598,593) .
- Ownership guidelines: CEO must hold stock equal to 5x base salary; required attainment within 5 years of the later of Feb 10, 2021 or designation as executive officer/director; counting rules include vested awards and unvested RSUs (net of taxes), exclude pledged/unexercised awards .
- Hedging/pledging: Prohibited for directors, officers, employees; short sales and margin accounts also prohibited .
- Deferred compensation: CEO elective deferrals $325,073 with company match $188,493; aggregate plan balance $3,702,347 at 12/31/2024 .
Employment Terms
- Agreement: Amended and restated employment agreement (Mar 2, 2021), with nomination right to Board while serving as CEO; relocation support includes $10,000 lump sum and up to $90,000 in home-sale reimbursements if sold by Mar 31, 2025 .
- Restrictive covenants: 1-year non-compete; 2-year non-solicit; perpetual confidentiality, IP assignment, mutual non-disparagement .
- Severance (no CIC): If terminated without cause or resigns for good reason: cash severance equal to 2x (base salary + target bonus) paid over 24 months, pro-rata bonus if earned, welfare benefits value, partial COBRA premium for 12 months, 6 months outplacement (subject to release and covenants) .
- Change-in-control (equity): Double-trigger vesting for unvested options and RSUs (if awards assumed and termination without cause/for good reason within 18 months post-CIC) .
- Clawback: Policy requires recovery of incentive-based compensation received during the three completed fiscal years preceding a required accounting restatement (including “little r” restatements) .
- Excise tax gross-ups: None; payments reduced if needed to avoid 280G excise tax where cutback increases after-tax value .
Potential payments (illustrative, if event on 12/31/2024, at $15.29/share):
| Scenario | Cash ($) | Equity Acceleration ($) | Health Benefits ($) | Retirement Contributions ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death | 1,156,366 | — | — | — | — | 1,156,366 |
| Disability | 1,156,366 | — | 27,932 | 202,203 | — | 1,386,501 |
| Termination w/o Cause or for Good Reason (no CIC) | 5,189,766 | — | 27,932 | 202,203 | 6,000 | 5,425,901 |
| Termination w/o Cause or for Good Reason (in connection with CIC) | 5,189,766 | 7,582,603 | 27,932 | 202,203 | 6,000 | 13,008,504 |
Board Governance
- Role: Director (Class III); term through 2027 annual meeting .
- Independence and leadership: Mr. Holleran is not independent; Board has an independent non-executive Chair (Stephen J. Felice); CEO and Chair roles are separated, addressing potential CEO/Chair concentration risks .
- Committees: Audit, Compensation, and Nominating & Corporate Governance committees are composed entirely of independent directors; Mr. Holleran does not serve on these committees .
- Attendance: The Board held five meetings in FY2024; each director attended >75% of Board and assigned committee meetings; all directors attended the 2024 annual meeting .
- Director compensation (executive director): Mr. Holleran received no additional compensation for Board service (compensation disclosed in executive tables) .
Compensation Committee composition and practices:
- FY2024 members: Lawrence H. Silber (Chair), Kevin D. Brown, Stephen J. Felice; Ronald Keating joined on March 20, 2025. Independent consultant (Pearl Meyer) advises; program emphasizes at‑risk pay, no repricing, no hedging/pledging, double-trigger CIC provisions .
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay vote: For 169,630,954; Against 14,205,872; Abstain 13,138; Broker non‑votes 20,102,078 (approved) .
- Investor outreach: Hayward sought feedback from investors representing ~80% of outstanding shares and engaged with seven global institutions during 2024 .
Compensation Peer Group (benchmarking)
FY2024 peer group included: A. O. Smith, AAON, Badger Meter, CSW Industrials, Generac, Latham Group, Lennox, Leslie’s, Mueller Industries, Mueller Water Products, Pentair, Pool Corp, SPX Technologies, The AZEK Company, The Toro Company, Trex, Watts Water, YETI, Zurn Elkay; Evoqua Water Technologies was removed after its acquisition by Xylem . For FY2025, Hayward removed six largest prior peers by revenue and added Fluidra S.A. .
Performance & Track Record (under Holleran)
- FY2024 operational performance used for incentives: adjusted EBITDA $277.4M (+12.2% YoY), adj. EBITDA margin 26.4% (+150 bps YoY), cash conversion cycle improved to 154 days; revenue $1,051.6M .
- FY2022 PSUs paid 0% (below-threshold multi-year performance), demonstrating downside risk in long-term pay .
- Q3’25 update: net sales +7%, adj. EBITDA +16%, margin expansion to 24.2%; gross margin +150 bps to 51.2%; net leverage reduced to 1.8x; FY2025 guidance raised (net sales growth ~4%–5.5%; adj. EBITDA $292–$297M; FCF guidance raised to ~$170M) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces alignment risk); robust clawback policy in place .
- No option repricing permitted under 2021 Plan; no excise tax gross‑ups; double‑trigger equity vesting on CIC (shareholder‑friendly) .
- 2024 option exercises realized $6.72M value, indicating liquidity events that could signal periodic selling pressure around vest/exercise windows; ongoing RSU/PSU vesting schedules may create incremental supply over time .
Investment Implications
- Pay-for-performance alignment: Variable pay tied to EBITDA/revenue/cash conversion (annual) and margin/ROIC/TSR (long-term). Zero payout on 2022 PSUs and above-target 2024 PSU performance (pre-TSR) evidence both downside and upside sensitivity; 2025 PSUs strengthen multi-year focus and introduce relative TSR, enhancing alignment .
- Retention and selling pressure: CEO holds meaningful equity (2.18% beneficial ownership) and outstanding options/RSUs; scheduled RSU/PSU vesting and option maturities can create episodic selling pressure, but hedging/pledging prohibitions and ownership guidelines support alignment and retention .
- Change-in-control economics: 2x cash multiple on salary+target bonus and double‑trigger equity vesting balance retention with governance norms; absence of gross‑ups reduces shareholder-unfriendly optics .
- Execution track: Margin expansion, leverage reduction, and guidance raises support confidence in management execution; however, macro/tariff dynamics and channel trends remain variables for incentive outcomes and stock performance .