David Whalen
POOLAbout David G. Whalen
Independent director of Pool Corporation since 2015; age 67. Former President and CEO of A.T. Cross Company (later Costa Inc.) from 1999–2014; earlier senior roles at Bausch & Lomb, G. Heileman Brewing, and consultant at Booz Allen Hamilton. Education: B.A. with honors, Trinity College; MBA, University of Chicago. Areas of expertise cited by the Board: finance, strategic planning, marketing, M&A, and international operations . The Board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.T. Cross Company (Costa Inc.) | President & CEO | 1999–2014 | Led restructuring and M&A integrations; operated global brands (Cross, Costa) |
| Bausch & Lomb Inc. | Senior positions | Not disclosed | Senior operating and marketing roles |
| G. Heileman Brewing Company | Senior positions | Not disclosed | Senior operating roles |
| Booz Allen Hamilton | Consultant | Not disclosed | Strategy/operations consulting experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A.T. Cross Company (Nasdaq: ATX) | Director | Served during CEO tenure | Board service aligned with CEO role |
| Delta Apparel, Inc. (NYSE: DLA) | Director | Feb 2017 – May 2024 | Diversified branded apparel insights; no interlocks disclosed with POOL |
Board Governance
- Independence: Board determined all current directors except the CEO (Arvan) and former CEO (Perez de la Mesa) are independent; Whalen is independent .
- Board leadership: Independent chairman (John E. Stokely) since 2017; separate CEO/Chair roles. Independent directors meet in executive session at each Board and committee meeting .
- Attendance: Board held 7 meetings in FY2024; each director attended at least 75% of Board and committee meetings on which they served; all directors in office attended the last annual meeting .
- Committee assignments (current):
- Audit Committee: Member (ü)
- Nominating & Corporate Governance Committee: Chair
- Strategic Planning Committee: Member (ü)
- Compensation Committee: Not currently listed; he served during the last fiscal year along with Gervasi, Murphy, Oler, and Sledd; none were officers; no interlocks reported .
- Committee meeting cadence (2024): Audit (8), Compensation (6), Nominating & Corporate Governance (5), Strategic Planning (3) .
- Financial expertise: Identified by the Board as an “audit committee financial expert” .
Fixed Compensation
Director pay structure (current program; unchanged since May 2023):
| Compensation Element | Amount |
|---|---|
| Non-employee director cash retainer | $85,000 |
| Additional chairman cash retainer | $135,000 |
| Audit Committee chair | $25,000 |
| Compensation Committee chair | $20,000 |
| Nominating & Corporate Governance chair | $15,000 |
| Strategic Planning chair | $15,000 |
| Audit Committee member | $10,500 |
| Compensation Committee member | $10,500 |
| Nominating & Corporate Governance member | $7,500 |
| Strategic Planning member | $7,500 |
| Per-meeting fees | None (reimbursed expenses only) |
David Whalen – 2024 director compensation (reported):
| Item | Amount |
|---|---|
| Fees earned/paid in cash | $123,250 |
| Stock awards (grant-date fair value) | $125,106 |
| Option awards | $0 |
| Total | $248,356 |
Notes: Directors may elect equity in lieu of cash; no per-meeting fees; benchmarking uses the executive compensation peer group; program reviewed with Pearl Meyer in 2022; updated May 2023; no changes since .
Performance Compensation
Annual equity award design and Whalen’s 2024 elections:
| Feature | Detail |
|---|---|
| Annual equity value | $125,000 (grant made on the date of the annual meeting) |
| Election choice | 824 stock options at grant-date strike (closing price) OR 348 shares of restricted stock |
| 2024 director elections | All directors chose restricted stock except Perez de la Mesa (chose options) |
| Vesting | No earlier than one year from grant (time-based) |
| Options term | Up to 10 years |
Whalen outstanding equity as of 12/31/2024:
| Security | Quantity |
|---|---|
| Stock awards outstanding | 348 |
| Options outstanding | 0 |
| Options exercisable | 0 |
No performance metrics apply to non-employee director equity grants (time-based vesting only) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current other public boards | None disclosed |
| Prior public boards | Delta Apparel, Inc. (2017–May 2024); A.T. Cross (during CEO tenure) |
| Compensation Committee interlocks | None; no executive officer interlocks with other companies’ boards/comp committees in FY2024 |
Expertise & Qualifications
- Board-identified expertise: Finance; strategic planning; marketing; M&A; international operations .
- Audit Committee Financial Expert designation: Yes .
- Education: B.A. (honors), Trinity College; MBA, University of Chicago .
Equity Ownership
| Ownership Element | Data |
|---|---|
| Beneficial ownership (as of Mar 12, 2025) | 7,141 shares; less than 1% of outstanding |
| Shares acquirable within 60 days | 0 |
| Unvested/stock awards outstanding | 348 shares as of 12/31/2024 |
| Pledging policy | Directors and executives prohibited from pledging POOL stock as loan collateral |
| Hedging policy | Hedging/monetization and trading in publicly traded equity options prohibited |
| Ownership guidelines | Directors must hold ≥3x annual cash retainer within 3 years; all NEOs and directors currently in compliance |
Governance Assessment
- Board effectiveness and independence: Whalen is independent, serves as Chair of Nominating & Corporate Governance and member of Audit and Strategic Planning—positions that enhance oversight of board composition, risk/compliance, and long-term strategy. The Board maintains an independent chair and conducts executive sessions at each Board and committee meeting, supporting robust independent oversight .
- Engagement and attendance: Company reports each director attended ≥75% of Board/committee meetings in 2024; all directors in office attended the annual meeting—no attendance red flags disclosed .
- Alignment and incentives: Director pay mix is balanced (cash retainer/committee fees plus annual equity), with time-based restricted stock vesting ≥1 year and no option repricing; anti-hedging/anti-pledging policies and stock ownership guidelines (and current compliance) further align interests with shareholders .
- Conflicts and related-party exposure: Audit Committee reported no related party transactions in FY2024; Compensation Committee reported no interlocks; executives and directors barred from pledging and hedging—no conflict red flags identified for Whalen .
- Shareholder sentiment: Strong say-on-pay support (93.8% approval at 2024 annual meeting) indicates favorable investor view of compensation governance .
Red flags: None disclosed specific to Whalen (no related-party transactions, pledging, hedging, or attendance issues identified) .
Watch item: Committee rotation—Whalen served on the Compensation Committee during FY2024 but now chairs Nominating & Corporate Governance and sits on Audit; this increases his governance oversight footprint and workload; continued monitoring of committee effectiveness and refreshment is warranted .