Stephen Felice
About Stephen J. Felice
Stephen J. Felice is Hayward Holdings’ non-executive Chairman, an independent director since May 2018, with prior CEO and C-suite operating experience in global industrials and technology. He chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee; the Board has affirmatively determined his independence under NYSE rules. In FY 2024 he presided over non-management executive sessions; directors attended >75% of Board and committee meetings, and the Board met five times that year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Felice Partners, LLC | Chairman & CEO | Jan 2017–present | Advisory and private investment leadership |
| Filtration Group Corporation | President & CEO | Jan 2014–Jan 2017 | Led global industrial manufacturer |
| Dell, Inc. | President & Chief Commercial Officer; prior executive roles | Dec 2011–Dec 2013; Feb 1999–Nov 2011 | Global sales/IT leadership |
| DecisionOne Corporation | President & CEO | 1997–1999; President 1995–1997 | Led services provider |
| Bell Atlantic Corp. | Various roles | 1984–1995 | Telecom operations |
| Shell Oil Corp. | Various roles | 1979–1984 | Energy sector experience |
External Roles
| Organization | Role | Since | Committee/Impact |
|---|---|---|---|
| Southwire Corporation | Director; Chair of Human Resources Committee | 2015 | Human capital oversight |
| Mark Felice Foundation | Board member | 2003 | Philanthropy |
| St. Michael’s Catholic Academy | Vice Chairman | 2010–2014 | Governance |
| The Franklin Institute | Board of Trustees | 2013–2015 | Non-profit governance |
| Singapore Economic Development Board | Board service | 2010–2012 | Economic development |
Board Governance
- Structure: CEO and Board Chair roles separated; Felice is non-executive Chair .
- Independence: Board determined all directors other than the CEO are independent; relationships with other companies were deemed immaterial .
- Committees:
- Nominating & Corporate Governance (Chair: Felice; members Soucy, Ward; 5 meetings in FY 2024) .
- Compensation (Members: Silber (Chair), Brown, Felice; 4 meetings in FY 2024; Ronald Keating joined March 20, 2025) .
- Attendance and engagement: Board met 5 times in FY 2024; all directors attended >75% of Board/committee meetings; directors attended the 2024 annual meeting; Felice presided at non-management sessions .
- Shareholder votes: 2024 director election support for Felice was 176,108,370 “For” vs. 30,629,345 “Withhold,” lower relative support versus other nominees that year; policy requires resignation only if “Withhold” exceeds “For” (not triggered) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Board cash retainer policy (member/chair) | $75,000 / $100,000 | $85,000 member; $110,000 Board Chair; no committee membership fees; additional chair retainers: Audit $20,000; Comp $15,000; N&G $15,000 |
| Felice – Fees Earned (Cash) | $0 (elected RSUs instead) | $123,847 |
| Felice – Stock Awards (Grant-date fair value) | $311,374 | $205,004 |
| Felice – Total Director Compensation | $311,374 | $328,851 |
Notes:
- Directors may receive Hayward pool products for personal use; no director exceeded $10,000 in FY 2024 .
Performance Compensation
| Grant | Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant (Chair of Board) | May 30, 2024 | 14,286 | $205,000 | Vests May 22, 2025, subject to continued service |
| Quarterly RSUs in lieu of cash retainers | Mar 3, 2024 | 2,031 | Value per closing price on grant date | Vested Dec 31, 2024 |
| Quarterly RSUs in lieu of cash retainers | May 3, 2024 | 2,035 | Value per closing price on grant date | Vested Dec 31, 2024 |
| Quarterly RSUs in lieu of cash retainers | Oct 30, 2024 | 3,996 | Value per closing price on grant date | Vested Dec 31, 2024 |
| Options outstanding (pre-IPO) | As of Dec 31, 2024 | 126,750 | — | Vested option shares issued prior to IPO |
Directors are not subject to performance metrics for equity; RSUs are service-based. The company prohibits hedging/pledging and maintains stock ownership guidelines for directors (5× annual cash retainer) to align interests .
Other Directorships & Interlocks
| Company | Nature | Potential Interlock/Conflict |
|---|---|---|
| Southwire Corporation | External board; HR Committee Chair | Hayward’s independence review considered directors’ other-company roles; none deemed material or impairing independence . |
Expertise & Qualifications
- Manages large global enterprises with information technology and industrial manufacturing experience; strategic planning and global sales/manufacturing expertise .
- As Board Chair, presides over non-management sessions, strengthening oversight cadence .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Components Included (within 60 days) |
|---|---|---|---|
| Stephen J. Felice | 447,803 | <1% | 126,750 option shares; 14,286 RSUs |
Stock ownership guidelines: Directors must hold shares equal to 5× annual cash retainer; counting direct holdings, vested awards, and unvested RSUs (net of taxes). Hedging, short sales, margin accounts, and pledging are prohibited .
Governance Assessment
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Strengths
- Independent, experienced non-executive Chair; clear separation from CEO role .
- Active committee leadership (N&G Chair) and compensation oversight role; committees composed entirely of independent directors .
- Ownership alignment: RSUs in lieu of cash retainers; meaningful beneficial ownership and options; robust ownership guidelines and anti-hedging/pledging policies .
- Strong say-on-pay support (2025: 169,630,954 For vs. 14,205,872 Against; 2024: 199,220,042 For vs. 7,383,765 Against), signaling investor confidence in governance and compensation programs .
- Transparent related-party transaction policy with audit committee oversight; no material relationships impairing independence .
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Watch items / potential red flags
- Elevated “Withhold” votes in 2024 director election versus peers (30.6M Withhold for Felice), a relative shareholder signal warranting ongoing engagement; not triggering the resignation policy given “For” exceeded “Withhold” .
- Oversight concentration: concurrent roles as Board Chair, N&G Chair, and Compensation Committee member may increase influence; balanced by fully independent committees and defined charters .
- Pre-IPO option holdings persist; company prohibits repricing and hedging/pledging, mitigating misalignment risk .
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Shareholder engagement: The company pursued outreach with investors representing ~80% of shares (seven institutions in 2024; six in 2023), indicating proactive governance responsiveness .