John Stokely
POOLAbout John E. Stokely
Independent director and current Board Chairman of Pool Corporation. Age 72, director since 2000, lead independent director from 2003, and Chairman since 2017. Former President, CEO, and Chairman of Richfood Holdings, Inc. (1996–1999); B.A., University of Tennessee. Brings strategic, financial, risk management, distribution, retail and senior leadership expertise; currently serves as a director of Malibu Boats (Nasdaq: MBUU) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Richfood Holdings, Inc. | President, CEO, Chairman | 1996–1999 | Led Fortune 500 wholesale food distributor; prior to acquisition by SuperValu Inc.; significant acquisition experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Malibu Boats (Nasdaq: MBUU) | Director | Not disclosed | Manufacturer of recreational powerboats |
Board Governance
- Independence: Board has determined Stokely is independent under Nasdaq rules; Board committees are composed solely of independent directors .
- Board leadership: Independent Chairman role separated from CEO since 2001; Stokely’s chairman responsibilities include presiding over Board and executive sessions, setting agendas with CEO, overseeing governance policy implementation, directing retention of independent consultants, and assisting the Compensation Committee Chair with CEO performance evaluation .
- Committees: 2024 committee roster shows Stokely not serving on Audit, Compensation, Nominating & Corporate Governance, or Strategic Planning committees (consistent with standalone chairman oversight) .
- Attendance & engagement: Board held 7 meetings in FY2024; each director attended ≥75% of Board and applicable committee meetings; all directors attended the prior annual meeting .
- Executive sessions: Independent directors meet in executive session at each Board and committee meeting .
| Committee | Chair | Stokely Member? | Meetings in 2024 |
|---|---|---|---|
| Audit | James Hope | No | 8 |
| Compensation | Martha Gervasi | No | 6 |
| Nominating & Corporate Governance | David Whalen | No | 5 |
| Strategic Planning | Debra Oler | No | 3 |
Fixed Compensation (Director Pay Structure and 2024 Actuals)
| 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 |
| Director equity grant (annual) | $125,000 |
- Per-meeting fees: None; reasonable out-of-pocket expenses reimbursed .
- 2024 election form: Directors could choose either 824 stock options (exercise price = closing price on grant date) or 348 restricted shares; all directors elected restricted stock except Mr. Perez de la Mesa .
- Vesting and term: Awards granted on date of annual meeting; options and restricted stock vest no earlier than one year; options exercisable for up to 10 years .
| Director | Fees Earned (Cash) | Stock Awards (Fair Value) | Option Awards (Fair Value) | Total |
|---|---|---|---|---|
| John Stokely | $220,000 | $125,106 | $0 | $345,106 |
Performance Compensation
- Non-employee director compensation does not include performance-based cash awards; annual equity grant is time-based (with option alternative). No director-specific performance metrics disclosed for equity vesting .
- Equity instruments and vesting:
- Restricted stock: 348 shares (2024 election form) per director; vests ≥1 year post grant .
- Stock options: 824 options if elected; 10-year term; vests ≥1 year; 2024—Stokely did not elect options .
| Instrument | Grant mechanics | Vesting | 2024 Stokely Election |
|---|---|---|---|
| RSAs | 348 shares at annual meeting | No earlier than 1-year | Elected RSAs |
| Stock options | 824 options at grant-date closing price | No earlier than 1-year; 10-year term | Not elected |
Other Directorships & Interlocks
| Company | Relationship to Pool | Overlap Risk/Conflict |
|---|---|---|
| Malibu Boats (MBUU) | No customer/supplier relationship disclosed | No related-party transactions approved in FY2024 |
Expertise & Qualifications
- Strategic planning, finance, operations, corporate governance, and distribution expertise per board matrix and biography; senior executive management, operational expertise; M&A experience .
Equity Ownership
| Holder | Beneficially Owned Shares | Options Exercisable | % of Outstanding | Notes |
|---|---|---|---|---|
| John Stokely | 14,125 | 0 | <1% | Includes unvested restricted shares with voting/dividend rights |
| Director | Stock Awards Outstanding | Options Outstanding | Options Exercisable |
|---|---|---|---|
| John Stokely | 348 | 0 | 0 |
- Ownership guidelines: Directors (other than CEO) must hold 3x annual cash retainer within 3 years of appointment; all directors presently in compliance .
- Hedging/pledging: Prohibited under Insider Trading Policy; directors may not hedge or pledge company shares; minimum 6-month holding for open market purchases .
Governance Assessment
- Strengths:
- Independent Chairman with clearly delineated responsibilities; separation from CEO enhances oversight .
- Stokely is independent; Board and all committees comprised of independent directors (except CEO/former CEO on Board) .
- Strong director ownership alignment via equity grants and ownership guidelines; anti-hedging/pledging policies .
- No related-party transactions approved in FY2024; mitigates conflict risk .
- Board/committee executive sessions at each meeting; formal governance documents and charters publicly available .
- Say-on-pay support at 93.8% in 2024 indicates broad shareholder endorsement of compensation practices (contextual governance signal) .
- Watch items:
- Long tenure (director since 2000) warrants ongoing refreshment monitoring; Board discloses commitment to balanced tenure and skills mix .
- Committee non-membership by Chairman concentrates governance duties at Board level; mitigated by independent chairs across committees .
- RED FLAGS: None observed in disclosed materials—no related-party transactions, no hedging/pledging, attendance ≥75%, and director pay aligned to peer median with clear structures .