Ronald Keating
About Ronald C. Keating
Independent director at Hayward Holdings since March 20, 2025; currently serves on the Compensation Committee and is classified as independent under NYSE rules . Keating is President & CEO (and a director) of Excelitas Technologies Corp. (since October 2023) and previously led Evoqua Water Technologies as CEO/director, taking it public in 2017 and selling it to Xylem in 2023 at an enterprise value noted as 25x EBITDA . Prior roles include President/CEO and Board Chair at Contech Engineered Solutions, plus a public-company directorship at US Ecology (2017–2022) . Education: MBA, Kellogg School of Management (Northwestern); BS in Industrial Distribution, Texas A&M University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evoqua Water Technologies (NYSE: AQUA, acquired by Xylem) | President & CEO; Director | 2014–mid 2023 | Took company public (2017) and led sale to Xylem at a purchase price cited as 25x EBITDA |
| Contech Engineered Solutions | President, CEO & Chair of the Board | 2007–2014 | Led infrastructure site solutions provider |
| US Ecology Holdings (formerly US Ecology, Inc.) | Director | 2017–2022 | Public company environmental services; board service concluded in 2022 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Excelitas Technologies Corp. | President & CEO; Director | Oct 2023–present | Industrial technology in sensing/detection/imaging/illumination |
| EnPro Industries, Inc. (NYSE: NPO) | Director | Current | Public, applied engineering products |
| Manufacturers Alliance (formerly MAPI) | Board of Trustees | Current | Industry executive consortium |
| Allegheny Conference | Board | Current | Regional economic leadership |
Board Governance
- Classification and tenure: Class I director; joined March 20, 2025; standing for election to a term lasting until the 2028 annual meeting .
- Independence: Board determined Keating is independent under NYSE standards; all standing committees composed entirely of independent directors .
- Committee assignment: Compensation Committee member (not chair) starting March 20, 2025 .
- Board attendance: In FY 2024, the Board met 5 times and all directors serving in FY 2024 attended >75% of Board and committee meetings; Keating joined in 2025, so FY 2024 attendance is not applicable .
- Leadership structure: Separate Chair (non-executive) and CEO; robust governance practices including prohibition on short sales, hedging, margin accounts, and pledging; stock ownership guidelines for directors and officers .
Fixed Compensation
| Component | Policy Detail | Amount | Vesting/Timing |
|---|---|---|---|
| Annual cash retainer (non-employee director) | Revised policy effective May 30, 2024 | $85,000 | Paid in cash; Board Chair $110,000 |
| Committee chair fees | Additional annual retainers for chair roles only | Audit Chair $20,000; Comp Chair $15,000; NCG Chair $15,000 | Ongoing |
| Committee membership fees | Eliminated in revised policy | N/A | N/A |
| Annual RSU grant (non-employee director) | Fair value at grant | $130,000 (members); $205,000 (Chair) | Vests on earlier of first anniversary of grant or date of 2026 annual meeting, subject to service |
| Keating’s initial compensation | Prorated cash retainer and RSUs consistent with policy | $85,000 cash; $130,000 RSUs (prorated) | Per appointment on March 20, 2025 |
Performance Compensation
| Item | Policy | Metrics | Outcome |
|---|---|---|---|
| Director equity awards | Time-based RSUs only | None (no performance conditions for directors) | RSUs vest per schedule; no performance metrics apply |
Other Directorships & Interlocks
| Company/Entity | Nature of Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| EnPro Industries, Inc. | Director (public company) | Board considered directors’ roles at other companies and determined no material relationships impair independence |
| Excelitas Technologies Corp. | CEO & Director (industrial tech, likely private) | No direct product overlap with Hayward (pool equipment); ordinary-course interactions with companies where directors serve are assessed under independence standards |
| Manufacturers Alliance; Allegheny Conference | Trustee/Board member | External policy/industry bodies; independence maintained |
Expertise & Qualifications
- Water industry leadership: Led Evoqua across public listing and strategic sale; deep operational and financial expertise relevant to Hayward’s water-centric ecosystem .
- Industrial operations and engineering: Senior roles at Contech and Excelitas; global operations experience .
- Board and governance experience: Multiple public/private boards; compensation committee experience at Hayward .
- Education: MBA (Northwestern Kellogg); BS Industrial Distribution (Texas A&M) .
Equity Ownership
| Holder | Security | Amount | Ownership Form | As-of Date | % of Outstanding |
|---|---|---|---|---|---|
| Ronald C. Keating | Common Stock | 30,443 | Direct (per Form 3/A) | 07-08-2025 | ~0.014% (30,443 / 216,189,708)* |
| Ronald C. Keating (proxy table) | Common Stock | 30,000 | Direct | 03-24-2025 | <1% (proxy designation) |
- Stock ownership guidelines: Directors must hold shares equal to 5x annual cash retainer within 5 years; retention requirements apply until thresholds are met .
- Hedging/pledging: Prohibited by company policy (no margin accounts or pledging) .
- RSU/options: No director-specific option grants post-IPO policy; director equity awards are RSUs; Keating’s RSU grant is prorated per appointment .
Insider Filings
| Form | Filed Date | Event Date | Reporting Name | Security | Amount/Notes |
|---|---|---|---|---|---|
| Form 3 (Initial) | 03-27-2025 | 03-20-2025 | Keating, Ronald C. | Common Stock | 30,000 shares; Direct ownership |
| Form 3/A (Amended) | 07-08-2025 | 03-20-2025 | Keating, Ronald C. | Common Stock | 30,443 shares (correction of initial amount) |
Governance Assessment
-
Strengths
- Independence affirmed; immediate placement on Compensation Committee adds relevant oversight expertise for incentive design, retention, and pay-risk review .
- Domain expertise in water and industrial operations aligns with Hayward’s strategy in pool and water technology; track record of value realization (Evoqua IPO and sale) supports strategic judgment .
- Director compensation aligned with peer-median policy; simplified structure (no membership fees) and robust director ownership guidelines strengthen alignment .
- Anti-hedging/pledging and clawback policies for incentive compensation enhance investor protection; related-party transaction policy with Audit Committee oversight mitigates conflicts .
-
Watch Items / Potential Risks
- Multiple external commitments (Excelitas CEO, EnPro board, Manufacturers Alliance/Allegheny Conference) could constrain availability; monitor Board and committee attendance once FY 2025 data is available .
- Ordinary-course dealings with companies where directors serve are reviewed under independence standards; current determinations show no material impairment, but ongoing monitoring is warranted .
- Director product benefits capped; ensure continued compliance (no director received ≥$10,000 of Hayward products in FY 2024) .
-
Alignment Signals
- Beneficial ownership recorded on Form 3/A (30,443 shares) plus RSU grant participation indicate skin-in-the-game; compliance with director ownership guidelines expected over five-year horizon .
Overall, Keating’s appointment adds operational rigor and water-industry depth to Compensation Committee oversight with independence and governance structures in place; primary monitoring need is time commitment/attendance and any evolving interlocks.
RED FLAGS: None disclosed specific to Keating (no related-party transactions; no hedging/pledging; standard indemnification agreements). Continue to monitor future filings for attendance, committee actions, and any new transactions .