Jennifer Neil
POOLAbout Jennifer Neil
Senior Vice President, Chief Legal Officer, and Corporate Secretary at Pool Corporation; age 51 as of March 12, 2025, promoted to Senior Vice President in February 2024 after serving as Chief Legal Officer since May 2003 and Corporate Secretary since February 2005; prior experience at Adams and Reese LLP (2000–2003) and Skadden, Arps in structured finance . 2024 company performance context: net sales decreased 4% to $5.3B, EPS decreased 15% to $11.30, operating cash flow nearly $660M, while TSR CAGR was 11.1% over 5 years and 19.2% over 10 years; peer and S&P 500 comparators shown below . Say‑on‑pay approval was 93.8% in 2024, indicating broad shareholder support for NEO compensation programs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Adams and Reese LLP | Attorney | 2000–2003 | Advised corporations across labor and employment, commercial litigation, and securities |
| Skadden, Arps, Slate, Meagher & Flom LLP | Associate | Not disclosed | Structured finance work |
External Roles
- No public company directorships or external roles disclosed in POOL’s proxy or filings for Ms. Neil .
Fixed Compensation
Summary Compensation (multi‑year)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $300,000 | $325,000 | $475,000 |
| Stock Awards (grant‑date fair value) | $500,166 | $525,804 | $600,642 |
| Non‑Equity Incentive Plan Compensation | $1,020,654 | $686,059 | $213,750 |
| All Other Compensation | $81,347 | $76,377 | $84,446 |
| Total | $1,902,167 | $1,613,240 | $1,373,838 |
2024 Cash Compensation Detail
| Item | 2024 |
|---|---|
| Base Salary | $475,000 |
| Target Bonus % of Salary | 75% (other NEOs) |
| Target Bonus $ | $356,250 |
| Actual AIP Bonus Paid | $213,750 |
2024 Perquisites and Other Compensation
| Component | Amount (USD) |
|---|---|
| Company Matching Contributions (defined contribution plans) | $46,212 |
| Vehicle (depreciation, maintenance, insurance) | $19,811 |
| Other (medical/dental/disability, executive health program and related tax gross‑ups) | $18,423 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Target | Actual | Payout % of Target | Payout $ |
|---|---|---|---|---|---|
| Consolidated Operating Income | 66.7% | $795.0M | $617.2M | 0% | $0 |
| Other Specific Business Objectives | 33.3% | N/A (qualitative) | See objectives list | 180% | $213,750 |
- Total AIP achievement: 60.0% of target; Award Earned: $213,750 .
- Ms. Neil’s objectives covered business development and organizational support, corporate governance, litigation management, compliance and people initiatives .
Long‑Term Equity Awards – 2024 Grants
| Award Type | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Time‑based RSAs | 02/28/2024 | 764 | $300,321 | Cliff vest 50% after 3 years (02/28/2027) and 50% after 5 years (02/28/2029) |
| Performance‑based RSAs (PSUs) | 02/28/2024 | Threshold 382; Target 764; Max 1,528 | $300,321 (target) | Cliff vest 3 years after grant date, subject to performance; metric is diluted EPS over performance period (three‑year) |
2024 Option Exercises and Stock Awards Vested
| Item | Quantity | Value Realized |
|---|---|---|
| Options Exercised | 0 | $0 |
| Stock Awards Vested | 1,917 shares | $747,223 |
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (includes unvested RS) | 10,890 shares; <1% of outstanding |
| Unvested Restricted Stock (value) | 6,906 shares; $2,354,532 (as of 12/31/2024) |
| Vested Shares (derived) | 3,984 shares (10,890 – 6,906) |
| Stock Ownership Guidelines | Vice Presidents: 2x base salary market value; all NEOs/directors presently in compliance |
| Hedging/Pledging | Prohibited by Insider Trading Policy; directors/NEOs may not hedge or pledge company stock |
| Equity Plan Design | Double‑trigger change‑of‑control vesting; no option repricing allowed |
| Deferred Compensation | Exec contributions $115,529; company contributions $32,412; gains $129,247; withdrawals $(163,645); balance $1,134,802 (2024) |
Employment Terms
- At‑will employment; officer form agreement governs terms; includes restrictive covenants (non‑compete/non‑solicit), injunctive relief for breaches, and standard notices .
- Amended and Restated Officer Employment Agreements effective October 27, 2025: upon termination without Cause or with Good Reason within two years following a Change in Control (double‑trigger), each NEO other than the CEO receives base salary for 78 weeks, eligibility for certain welfare benefits for 18 months, and target bonus for the year of termination (CEO receives 104 weeks); benefits conditioned on compliance with restrictive covenants .
- Equity awards: death/disability full vest; double‑trigger full vest (performance conditions waived) after change‑of‑control; retirement continues vesting if covenants met; forfeiture upon termination otherwise (subject to committee discretion) .
- Clawback: enhanced policy approved October 2023 to comply with SEC/Nasdaq; recovery of erroneously awarded incentive‑based compensation in event of restatement .
- Trading plans: during Q3 2025, no directors or officers adopted or terminated Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements .
Compensation Committee, Peer Group, and Say‑on‑Pay
- 2024 design: base salary, AIP (operating income metric for all NEOs; operating cash flow metric for certain NEOs), discontinued SPIP (final 3‑yr period ended 12/31/2024 with no payout), and long‑term equity awards (50% time‑based, 50% performance‑based on diluted EPS) .
- 2024 peer group changes: removed Univar Solutions Inc. and W.W. Grainger; added Boise Cascade Company and Core & Main, Inc.; targeting market median total compensation .
- Say‑on‑pay: 93.8% approval at 2024 annual meeting .
Performance & Track Record (Company context during Neil’s tenure)
| Metric | 2024 Result |
|---|---|
| Net Sales | $5.3B (−4% YoY) |
| EPS (diluted) | $11.30 (−15% YoY) |
| Operating Cash Flow | ~ $660M |
| TSR CAGR | 1‑yr −13.3%; 3‑yr −14.5%; 5‑yr 11.1%; 10‑yr 19.2% |
Investment Implications
- Compensation alignment: Heavy weighting to operating income (66.7%) drove a zero payout for that metric in 2024; Ms. Neil’s AIP payout came entirely from specific objectives (180% on a 33.3% weight), yielding 60% of target, signaling discipline on financial results and meaningful emphasis on governance/litigation/compliance outcomes for the CLO role .
- Retention and selling pressure: Significant unvested equity (6,906 shares; $2.35M value) plus 2024 grants with cliff vesting in 2027/2029 create retention hooks and potential future selling pressure around vest dates; no options exercisable or exercised in 2024 reduces near‑term derivative‑driven selling risk .
- Governance safeguards: Anti‑hedging/pledging, stock ownership guidelines with confirmed compliance, double‑trigger equity vesting and clawback policy reduce misalignment and headline risk; amended change‑in‑control severance is double‑trigger and conditioned on covenants, mitigating windfall concerns while providing retention certainty .
- Pay‑for‑performance scrutiny: Company operating income missed threshold in 2024, but robust cash generation and objectives‑based payouts suggest balanced incentives; continued monitoring of diluted EPS performance periods for PSUs (vesting in 2027) is warranted given macro sensitivity in discretionary pool markets .