James Hope
POOLAbout James D. Hope
Independent director at Pool Corporation since 2022; age 65. Former Executive Vice President & CFO of Performance Food Group (2018–2022) and EVP of Operations (2014–2018) after 26 years at Sysco in senior finance, sales/marketing, transformation, and operating company CEO roles. Holds a BBA from The University of Texas at Austin. Areas of expertise: finance, strategic planning, M&A, operations, and distribution .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Performance Food Group (NYSE: PFGC) | EVP & Chief Financial Officer | 2018–2022 | Public company accounting/reporting; risk management |
| Performance Food Group (NYSE: PFGC) | EVP of Operations | 2014–2018 | Operations leadership |
| Sysco Corporation (NYSE: SYY) | Various senior roles incl. EVP Business Transformation; SVP Sales & Marketing; President & CEO, Sysco Kansas City | 26 years (prior to PFGC) | Transformation, sales/marketing, P&L leadership |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Core & Main Inc. (NYSE: CNM) | Director | Current | Specialized distributor of water, wastewater, storm drainage and fire protection products |
Board Governance
- Independence: Board classifies Hope as an independent director .
- Committee assignments (all-independent committees): Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Audit committee financial expert: Board determined all three Audit Committee members (including Hope) meet SEC “audit committee financial expert” criteria .
- Attendance and engagement: Board met 7 times in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors hold executive sessions at each Board and committee meeting .
- Committee activity: 2024 meetings — Audit (8), Compensation (6), Nominating & Corporate Governance (5), Strategic Planning (3) .
- Audit oversight scope includes financial reporting integrity, internal audit, auditor independence, compliance, and cybersecurity risk; the Audit Committee (chaired by Hope) pre-approves all audit and permissible non-audit services; Hope has delegated authority to pre-approve between meetings .
Fixed Compensation (Director)
| Element (2024) | Amount | Basis |
|---|---|---|
| Annual cash retainer | $85,000 | Standard non-employee director cash retainer |
| Audit Committee Chair retainer | $25,000 | Committee chair fee |
| Nominating & Corporate Governance member fee | $7,500 | Committee member fee |
| Meeting fees | $0 | Company does not pay per-meeting fees |
| Cash fees earned (reported) | $117,500 | Reported 2024 fees for Hope |
Performance Compensation (Director)
| 2024 Equity | Form | Value | Grant mechanics | Vesting |
|---|---|---|---|---|
| Annual director equity | Restricted stock | $125,106 | Annual grant sized at $125,000; director could elect 348 restricted shares or 824 options; all directors except one elected restricted stock in 2024 | No earlier than 1 year from grant date (annual meeting) |
Directors’ equity is time-based (no performance conditions), aligning interests via ownership and holding requirements .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Core & Main Inc. (NYSE: CNM) | Hope is a director | None disclosed with Pool Corporation; Audit Committee reported no related-party transactions in 2024 |
- Compensation Committee interlocks: None; no Pool executives served on another company’s comp committee where that company’s executive served on Pool’s Board/Comp Committee in 2024 .
Expertise & Qualifications
- Financial expertise; designated audit committee financial expert under SEC rules .
- Deep distribution, operations, M&A, and strategic planning experience across PFGC and Sysco .
- Education: BBA, University of Texas at Austin .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 12, 2025) | 704 shares | Includes unvested restricted stock; “less than 1%” of outstanding |
| Unvested director stock awards outstanding (as of Dec 31, 2024) | 348 shares | Outstanding restricted stock for Hope |
| Implied vested shares (calc.) | 356 shares | Beneficial 704 minus unvested 348; derived from disclosures |
| Shares pledged | Prohibited | Directors and officers are prohibited from pledging company stock |
| Hedging/derivatives | Prohibited | Anti-hedging policy bans hedging/monetization and equity options in company stock |
| Ownership guideline | 3x annual cash retainer | Compliance reviewed annually; all directors currently in compliance |
Governance Assessment
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Strengths
- Independent director with public company CFO background; serves as Audit Committee Chair and meets “audit committee financial expert” standard, bolstering financial oversight and audit quality .
- Strong engagement norms: independent director executive sessions at each Board and committee meeting; 75%+ attendance; active committee cadence (8 Audit meetings in 2024) .
- Shareholder alignment: time-based annual equity, ownership guidelines (3x retainer) with current compliance, and strict anti-hedging/pledging policy .
- No related-party transactions disclosed for 2024; Audit Committee (chaired by Hope) pre-approved 100% of audit/non-audit services and oversees cybersecurity risk .
- Investor support context: Say-on-pay approval of 93.8% in 2024 (97.3% in 2023), indicating overall confidence in compensation governance .
-
Watch items
- External board at Core & Main (distributor in adjacent infrastructure end-markets): no conflicts disclosed, but continued monitoring for potential ecosystem overlaps is prudent; Company reports no related-party dealings in 2024 .
- Macro and earnings cyclicality affect performance-based executive equity (Company expects certain EPS-based awards not to vest), increasing the importance of rigorous audit/risk oversight; Audit Committee’s scope includes such risk management .
No red flags identified regarding independence, attendance, related-party exposure, hedging/pledging, or director pay practices based on latest proxy disclosures .