Carlos Sabater
POOLAbout Carlos A. Sabater
Independent director of Pool Corporation since 2022; age 66. Former senior global partner at Deloitte & Touche LLP with prior roles as CEO of the U.S. and global audit practices and managing partner for all Deloitte businesses across the Americas, bringing nearly 40 years of leadership, accounting, and SEC reporting expertise. He is a CPA, NACD certified, and has worked closely with U.S. and global regulators (PCAOB, IFIAR). He is Cuban‑American and serves on POOL’s Audit Committee and Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Senior global partner; previously CEO for U.S. and global audit practices; managing partner for the Americas | Through 2020 (nearly 40 years career) | Worked closely with boards/audit committees of Fortune 500s; deep SEC reporting; engagement with PCAOB/IFIAR |
External Roles
| Organization | Role | Dates | Committees/Notes |
|---|---|---|---|
| KBR, Inc. (NYSE: KBR) | Director | Current | Board service disclosed; committee assignments not specified in POOL proxy |
| PDC Energy, Inc. (Nasdaq: PDCE) | Director | Through 2023 | Former public company directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Committee assignments (POOL) | Audit Committee – Member; Nominating & Corporate Governance Committee – Member |
| Committee chairs | Not a current committee chair |
| Audit financial expert | Board determined all three Audit Committee members (including Mr. Sabater) are “audit committee financial experts” |
| Director attendance (2024) | Each director attended ≥75% of Board and applicable committee meetings |
| Years of service on Board | Director since 2022 |
| Board leadership | Independent Chairman (John E. Stokely); CEO and Chair roles separated |
| Executive sessions | Independent directors regularly meet in executive session at each Board and committee meeting |
| Risk oversight | Audit Committee oversees financial reporting, internal audit, compliance and cybersecurity; Board/committees oversee strategic, financial, compensation and governance risks |
| 2024 committee meetings held | Audit: 8; Compensation: 6; Nominating & Corporate Governance: 5; Strategic Planning: 3 |
| Audit Committee Report | Signed by Chair James D. Hope, with members Carlos A. Sabater and David G. Whalen |
Fixed Compensation (Director)
| Component | Program Rate | 2024 Actual (Sabater) |
|---|---|---|
| Annual cash retainer | $85,000 | $103,000 (cash fees total) |
| Audit Committee member fee | $10,500 | Included above |
| Nominating & Corporate Governance member fee | $7,500 | Included above |
| Additional chair retainers | N/A (not a chair) | $0 |
| Notes | Directors do not receive meeting fees; reasonable expenses reimbursed | — |
Performance Compensation (Director)
| Element | 2024 Grant Mechanics | Vesting | 2024 Reported Value |
|---|---|---|---|
| Annual director equity | Default $125,000 annual equity; directors could elect 348 restricted shares or 824 options equivalent; all directors (except Mr. Perez de la Mesa) elected restricted stock | Not earlier than one year post grant (annual meeting grant date) | $125,106 (stock awards reported for Sabater) |
| Grant timing | Granted on date of annual meeting | Standard one-year minimum vest | — |
No performance metrics apply to non-employee director equity; it is time-based restricted stock, not PSU/option performance awards.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | KBR, Inc. (Director) |
| Prior public boards | PDC Energy, Inc. (Director; through 2023) |
| Interlocks/conflicts | No Compensation Committee interlocks disclosed for 2024; Sabater is not on POOL’s Compensation Committee |
| Related-party transactions | Audit Committee did not approve any related-party transactions in 2024 |
Expertise & Qualifications
- Finance, public company audits, risk management, international operations, strategic planning, corporate governance
- CPA; NACD certified; extensive SEC financial reporting experience; worked closely with PCAOB/IFIAR
- Audit Committee financial expert (as determined by Board)
Equity Ownership
| Metric | Amount / Status |
|---|---|
| Total beneficial ownership | 1,454 shares; <1% of outstanding |
| Stock awards outstanding (director) | 348 restricted shares outstanding as of 12/31/2024 |
| Pledging/hedging | Prohibited by Insider Trading Policy; directors/officers are prohibited from pledging company stock |
| Ownership guidelines (director) | 3x annual cash retainer; all directors and NEOs currently in compliance |
| Notes | Beneficial ownership figures include unvested restricted shares (carry voting/dividend rights) |
Governance Assessment
- Strengths
- Deep audit and regulatory background; designated “audit committee financial expert”; active Audit Committee member signing the Audit Committee Report. Supports robust financial oversight and risk governance.
- Independent, with committee roles on Audit and Nominating & Corporate Governance; Board separates Chair/CEO; independent Chair.
- Solid alignment: director equity grants, ownership guidelines (3x retainer), anti-hedging/anti-pledging policies; all directors in compliance.
- No 2024 related-party transactions disclosed; broad shareholder support context (say‑on‑pay approval 93.8% at 2024 meeting).
- Attendance at or above threshold (≥75%) in 2024 across Board/committees.
- Watch items
- Relatively recent tenure (since 2022) implies ongoing integration into board dynamics; however, committee placements (Audit/NCG) suggest immediate engagement on critical oversight.
No RED FLAGS identified: no pledging/hedging, no related-party transactions, no attendance issues disclosed, no director pay anomalies (cash+equity mix aligns with peer benchmarks used by POOL).