Kenneth St. Romain
POOLAbout Kenneth St. Romain
Kenneth G. St. Romain, age 62, is Senior Vice President at Pool Corporation. He was promoted to SVP in September 2022 after serving as Group Vice President (2007–2022) and General Manager of the Central Division (2001–2007); he has been with the company since 1993, signaling deep operating tenure across Pool’s distribution network . Company performance context for incentive alignment: in 2024 net sales were $5.3B (-4% YoY), diluted EPS was $11.30 (-15% YoY), and operating cash flow was nearly $660M; TSR CAGRs were -13.3% (1-year), -14.5% (3-year), 11.1% (5-year), and 19.2% (10-year), framing a cyclical comedown from COVID-era highs but robust long-term compounding .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pool Corporation | Senior Vice President | Sep 2022 – Present | Promoted from Group VP; long-tenured operator since 1993 |
| Pool Corporation (SCP Distributors) | Group Vice President | 2007 – Sep 2022 | Prior divisional leadership |
| SCP Distributors, LLC (Pool subsidiary) | General Manager, Central Division | 2001 – 2007 | Advanced from management roles; VP since 2004 |
| Pool Corporation | Various management roles | 1993 – 2001 | Joined company in 1993 |
External Roles
- No external public company directorships or external roles disclosed for Mr. St. Romain in the proxy .
Fixed Compensation
Multi-year summary of reported compensation (USD):
| Year | Salary | Bonus | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $525,000 | — | $109,082 | $1,962,227 |
| 2023 | $450,000 | $50,000 | $108,954 | $2,683,505 |
| 2022 | $350,000 | — | $112,937 | $2,551,598 |
- 2024 base salary increased 16.7% YoY (to $525,000) to better align with market medians for peer roles .
- Perquisites detail (2024 “All Other”): company plan matching $57,822; vehicle $27,098; other (medical/dental/disability, executive physicals) $24,162; “other” includes tax gross-ups related to the executive health program .
- Deferred compensation elections (2024): executive contributions $115,644; company contributions $44,022; gains $91,184; year-end balance $2,097,618 .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
- Target opportunity: 100% of base salary ($525,000)
- Actual payout: 62.5% of target = $328,125
- Metric mix and weightings:
| Metric | Weight | Target (Plan) | Actual | Payout |
|---|---|---|---|---|
| Group Operating Income | 65% | Not disclosed (group-level) | Not disclosed | Reflected in total payout |
| Operating Cash Flow (% of NI; adjusted) | 10% | 80/90/100% of NI (thr/target/max) | 136.0% of NI (adjusted) | 200% for this component |
| Other Specific Business Objectives | 25% | Individual objectives | Achieved | 150% = $196,875 |
Notes:
- Committee allowed an additional 5% of base salary if adjusted operating cash flow exceeded 100% of net income; threshold was met (136%), but total payout still capped by formula; the reported total payout equals 62.5% of target .
Equity Awards – 2024 Grants
| Award Type | Grant Date | Grant Value | Shares | Vesting | Performance Metric |
|---|---|---|---|---|---|
| Time-Based RS | 2/28/2024 | $500,010 | 1,272 | 50% on 3rd anniv (2/28/2027); 50% on 5th anniv (2/28/2029) | N/A |
| Performance RS (target) | 2/28/2024 | $500,010 | 1,272 (target) | Cliff at 3 years (2/28/2027) | 3-yr adjusted diluted EPS CAGR: 5%/10%/15% → 50%/100%/200% shares |
- Company disclosure: the EPS-based performance awards granted in 2023 and 2024 are “not expected to vest” at current trajectories .
Realizations (2024)
| Type | Shares/Vest | Value |
|---|---|---|
| Stock awards vested (2024) | 3,906 | $1,522,871 |
| Options exercised (2024) | 0 | $0 |
Equity Ownership & Alignment
- Beneficial ownership: 79,304 shares (includes unvested restricted stock as such shares vote and may receive dividends) .
- Shares outstanding at 3/12/2025: 37,718,199 .
- Ownership as % of shares outstanding: ~0.21% (79,304 / 37,718,199) .
Ownership structure and outstanding awards as of 12/31/2024:
- Unvested time-based RS by grant:
- 2/26/2020: 2,153 (vested 2/26/2025)
- 2/24/2021: 1,336 (vests 2/24/2026)
- 2/23/2022: 2,166 (50% vested 2/23/2025; 50% vests 2/23/2027)
- 2/28/2024: 1,272 (50% vests 2/28/2027; 50% vests 2/28/2029)
- Performance-based RS (unearned):
- 2/22/2023: 2,518 (50% vests 2/22/2026; 50% vests 2/22/2028, if earned) – not expected to vest
- 2/22/2023: 420 (threshold depiction; 2/22/2026, if earned) – not expected to vest
- 2/28/2024: 636 (2/28/2027, if earned) – not expected to vest
- No options listed as outstanding for Mr. St. Romain .
- Policy alignment: executive officers and directors are prohibited from pledging Company stock; insider policy also prohibits hedging/monetization and short-term trading .
- Stock ownership guidelines: executives are subject to ownership requirements (vice presidents 2x base salary); all NEOs are currently in compliance .
Upcoming vesting/supply watch (potential tax selling pressure):
- Feb 2025: ~3,236 time-based RS from 2020/2022 (2,153 + 1,083) reached vest milestones post year-end —a possible source of selling to cover taxes.
Employment Terms
- Employment/tenure: with Pool since 1993; SVP since September 2022 .
- Severance (without cause): 6 months’ base salary (as of 12/31/2024 → $262,500) plus up to ~6 months’ health premium reimbursement (≈$2.5k) .
- Non-compete: 1-year non-compete for NEOs; severance conditional on release and covenant compliance .
- Change-of-control: no cash “golden parachute”; equity vests on a double-trigger (CoC + qualifying termination); as of 12/31/2024, the value of his unvested stock awards that would accelerate upon death/disability or CoC+QT was $4,660,309 (based on $340.94 stock price) .
- Clawback: enhanced, SEC/Nasdaq-compliant policy adopted Oct 2023 .
- Anti-hedging/pledging: prohibited .
Compensation Structure Analysis
- Mix shift and rigor: 2024 LTIs evenly split between time-based and EPS-CAGR performance RS; 2023–2024 performance RS currently “not expected to vest,” indicating rigorous targets and downside alignment in a softer cycle .
- AIP design: emphasizes operating income (group-weighted for him) and operating cash flow; OCF outperformance (136% of NI, adjusted) paid at 200% for that component but overall payout still well below target (62.5% of target total), reflecting weak operating income in 2024 .
- Governance: no CoC cash payments; double-trigger vesting; caps on variable pay; clawbacks in place; ownership guidelines; independent consultant engaged (Meridian) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 93.8% at 2024 annual meeting; prior year 97.3%—signaling strong investor support for pay design and outcomes .
Risk Indicators & Red Flags
- Pledging/hedging: prohibited (reduces alignment risk) .
- Perquisite tax gross-ups: present for executive health program (modest, disclosed under “Other”) .
- Related-party transactions: none approved for 2024 .
- Options repricing: prohibited; change-of-control vesting is double-trigger; variable comp formula caps present .
Investment Implications
- Alignment: High—significant unvested equity; strict anti-hedging/pledging; ownership guideline compliance; rigorous EPS-CAGR hurdles that are currently out-of-the-money, tying upside to recovery and execution .
- Retention: Moderate—long tenure (since 1993) and meaningful unvested time-based equity with multi-year vesting (2026–2029) incentivize continuity; severance is modest (6 months), which is conservative but could amplify retention reliance on equity value .
- Trading signals: Near-term vest events (2025) may create tax-selling pressure; yet performance-based tranches are not expected to vest, reducing incremental supply risk from those cohorts absent upside surprises .
- Pay-for-performance: 2024 AIP paid below target (62.5% for him) and performance RS tracking to zero, consistent with lower operating income and EPS—reinforces discipline; improvement in OCF (136% of NI) underscores focus on cash, supporting working-capital stewardship into normalization .
Appendices
2022–2024 Equity Grants and Outstanding Awards (Mr. St. Romain)
| Grant | Shares/Status | Vesting | Market Value Ref. |
|---|---|---|---|
| 2/26/2020 RS (time-based) | 2,153 unvested at 12/31/24 | Vested 2/26/2025 | Valued at $340.94/sh as of 12/31/24 |
| 2/24/2021 RS (time-based) | 1,336 unvested | Vest 2/24/2026 | $340.94/sh |
| 2/23/2022 RS (time-based) | 2,166 unvested | 50% 2/23/2025; 50% 2/23/2027 | $340.94/sh |
| 2/22/2023 RS (performance) | 2,518 unearned | 50% 2/22/2026; 50% 2/22/2028 if earned; not expected to vest | $340.94/sh |
| 2/22/2023 RS (performance – threshold depiction) | 420 unearned | 2/22/2026 if earned; not expected to vest | $340.94/sh |
| 2/28/2024 RS (time-based) | 1,272 unvested | 50% 2/28/2027; 50% 2/28/2029 | $340.94/sh |
| 2/28/2024 RS (performance – threshold depiction) | 636 unearned | 2/28/2027 if earned; not expected to vest | $340.94/sh |
Company Performance Context (select)
- 2024 results: net sales $5.3B (-4%), EPS $11.30 (-15%); operating cash flow nearly $660M; continued dividends and buybacks (843K shares repurchased; $483.4M returned) .
- TSR CAGRs as of 12/31/2024: 1-year -13.3%, 3-year -14.5%, 5-year 11.1%, 10-year 19.2% .
Sources: Pool Corporation 2025 DEF 14A Proxy (filed 3/27/2025). Citations in brackets refer to document and chunk indices.