Debra Oler
POOLAbout Debra S. Oler
Independent director at Pool Corporation since 2018; age 70. Former Senior Vice President/President, North America at W.W. Grainger (2017–2019) with prior leadership roles at Alliant FoodService, Kraft Foods, and I. Feldman & Company; B.S. from the University of Maryland. Areas of expertise: management, marketing and sales, business development, turnarounds and business transformation, and distribution . The Board has determined she is independent under Nasdaq listing rules; independent directors meet in executive session at each Board and committee meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.W. Grainger, Inc. | Senior Vice President/President, North America | 2017–2019 | Led transformational initiatives including Canadian turnaround, end-market sales segmentation, and new pricing models |
| Alliant FoodService, Inc. | Sales and leadership roles | 1996–2002 | Extensive sales and leadership experience |
| Kraft Foods | Sales and leadership roles | 1986–1996 | Commercial leadership experience |
| I. Feldman & Company | Earlier career roles | 1973–1986 | Foundational commercial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Horizon Global Corporation (formerly NYSE: HZN) | Director | 2020–2023 | Board service ended upon acquisition by a private company in 2023 |
| Public company boards (current) | — | — | No current public company directorships disclosed for Oler |
Board Governance
- Committee assignments (2024): Compensation Committee member; Strategic Planning Committee Chair .
- Independence: Board determined independent (all current directors except CEO Arvan and Vice Chairman Perez de la Mesa) .
- Attendance: Board held 7 meetings in 2024; each director attended ≥75% of Board and assigned committee meetings .
- Executive sessions: Independent directors meet in executive session at each Board and committee meeting .
- Board leadership: Chairman John E. Stokely; Lead Independent Director since 2003; Chairman since 2017 (context) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 6 |
| Strategic Planning | Chair | 3 |
Fixed Compensation (Non-Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director cash retainer |
| Compensation Committee member fee | $10,500 | Member fee |
| Strategic Planning Committee chair fee | $15,000 | Chair fee |
| 2024 cash earned (Oler) | $110,500 | Sum of retainer + committee fees |
| 2024 equity grant (fair value) | $125,106 | Annual director equity; Oler elected restricted stock |
| 2024 total director compensation (Oler) | $235,606 | Cash + equity |
Program structure:
- No per-meeting fees; reimbursement of reasonable expenses .
- Equity alternatives: directors may elect stock options (824 options) or restricted stock (348 shares) for the annual grant; 2024 grants vest no earlier than one year post-grant; all directors elected restricted stock except Perez de la Mesa, who chose options .
- Benchmarking: Director compensation reviewed against the executive peer group; program updated in May 2023 following Pearl Meyer review in fall 2022 .
Performance Compensation (Director Equity)
| Element | Design | Vesting | 2024 Oler Details |
|---|---|---|---|
| Annual director equity | Choice of stock options or restricted stock | Vest ≥1 year from grant date; options exercisable up to 10 years | 348 restricted shares outstanding as of 12/31/2024 ; 2024 equity fair value $125,106 |
Note: Director equity is time-based; no performance metrics (e.g., EPS/TSR) apply to director grants .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | During 2024, committee members (including Oler) were independent and none served as officers or employees of Pool; no interlock where Pool executives sat on another company’s board/compensation committee whose executive sat on Pool’s Board |
Expertise & Qualifications
- Management; marketing and sales; business development; turnarounds/business transformation; distribution .
- Proven track record in revenue growth and customer service; strategic go-to-market and sales team development .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 2,502 | Includes unvested restricted stock per proxy methodology |
| Ownership % of outstanding | <1% | Company had 37,718,199 shares outstanding on record date |
| Unvested director stock awards outstanding | 348 | As of 12/31/2024 |
| Options outstanding | None disclosed for Oler | |
| Shares pledged | Prohibited; directors and executives may not pledge Pool stock; no pledging disclosed | |
| Ownership guidelines | Directors must hold ≥3x annual cash retainer within 3 years; all directors currently in compliance |
Governance Assessment
- Board effectiveness: Oler chairs Strategic Planning and serves on Compensation, placing her at the center of capital allocation, growth planning, and pay oversight—positive for oversight depth and continuity since 2018 .
- Independence and engagement: Independent; committee service; ≥75% attendance; independent executive sessions at each meeting—supports robust governance and investor confidence .
- Compensation governance: Director pay aligned to peer medians; use of independent consultants (Pearl Meyer for directors; Meridian for executive pay); double-trigger change-in-control provisions and clawback policy in place for executives (context) .
- Conflicts/related-party exposure: Audit Committee reported no related party transactions in 2024; insider policy prohibits hedging and pledging—no red flags .
- Shareholder signals: Say-on-pay approved by 93.8% in 2024 (97.3% in 2023), indicating strong support for compensation practices overseen by the Compensation Committee on which Oler serves .
Red flags: None disclosed related to attendance, related-party transactions, pledging/hedging, or interlocks in 2024 .