Manuel Perez de la Mesa
POOLAbout Manuel Perez de la Mesa
Manuel J. Perez de la Mesa (age 68) is Vice Chairman of the Board at Pool Corporation, serving as a director since 2001 and Vice Chairman since 2019. He holds a BBA from Florida International University and an MBA from St. John’s University, and brings extensive management, strategic planning, international operations, finance, and industry expertise from over 20 years leading POOL and prior roles at Watsco, Fresh Del Monte Produce, IBM, and Sea-Land/R.J. Reynolds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pool Corporation | President & COO | 1999–2001 | Executive leadership; operations |
| Pool Corporation | President & CEO | 2001–2018 | Led strategy and growth; industry expertise |
| Watsco, Inc. | General/financial/operations management | 1994–1999 | Distribution and operations experience |
| Fresh Del Monte Produce B.V. | Management roles | 1987–1994 | International operations |
| IBM | Management roles | 1982–1987 | Technology and operations |
| Sea-Land Service Inc./R.J. Reynolds, Inc. | Management roles | 1977–1982 | Logistics/industrial operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advanced Drainage Systems, Inc. (NYSE: WMS) | Director | Current | Public company board experience |
Board Governance
- Independence: The Board determined Mr. Perez de la Mesa is not independent under Nasdaq rules due to his status as former President & CEO; all committees are composed entirely of independent directors .
- Role: Vice Chairman since 2019. Bylaws permit the Vice Chairman to perform duties of the Chairman or CEO in their absence .
- Attendance: Board held seven meetings in FY2024; each director attended at least 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 Structure (2024)
| Committee | Chair | Members | Meetings (2024) |
|---|---|---|---|
| Audit | James Hope | Carlos A. Sabater; David G. Whalen | 8 |
| Compensation | Martha S. Gervasi | Kevin M. Murphy; Debra S. Oler | 6 |
| Nominating & Corporate Governance | David G. Whalen | James D. Hope; Carlos A. Sabater | 5 |
| Strategic Planning | Debra S. Oler | Martha S. Gervasi; David G. Whalen | 3 |
Note: Mr. Perez de la Mesa is not an independent director and is not listed as a member of any standing committee .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Non-employee director cash retainer | $85,000 | Program updated May 2023; no changes since |
| Committee chair/member fees | $0 | Not a committee chair/member |
| Meeting fees | $0 | Company does not pay per-meeting fees |
| Additional chairman retainer | $0 | Board Chairman is John Stokely (independent) |
2024 Director Compensation (Mr. Perez de la Mesa)
| Year | Fees Earned or Paid in Cash | Stock Awards (fair value) | Option Awards (fair value) | Total |
|---|---|---|---|---|
| 2024 | $85,000 | $0 | $125,174 | $210,174 |
Performance Compensation
| Program Parameter | 2024 Detail | Vesting/Term | Grant Date Basis |
|---|---|---|---|
| Annual director equity grant value | $125,000 | Options and restricted stock vest no earlier than one year; options exercisable up to 10 years | Granted on date of annual meeting; exercise price equals closing price on grant date |
| Instrument elected (2024) | Stock options (Mr. Perez de la Mesa) | See above | See above |
| Alternative instrument | 348 shares restricted stock (most directors) | See above | See above |
| Option quantity (2024 grant choice) | 824 options if elected | See above | See above |
In 2024, all non-employee directors elected restricted stock except Mr. Perez de la Mesa, who elected options .
Other Directorships & Interlocks
- Compensation Committee interlocks: None disclosed in FY2024; no reciprocal executive/director situations with other entities .
- Related-party oversight: Audit Committee reviews and approves related-party transactions; none approved or requested in FY2024 .
Expertise & Qualifications
- Skills matrix indicates strengths in senior executive management, finance/accounting, strategic planning, risk management, M&A, operations, international operations, and corporate governance/compliance .
- Education: BBA (Florida International University); MBA (St. John’s University) .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Presently Acquirable (≤60 days) | % Outstanding |
|---|---|---|---|
| Manuel J. Perez de la Mesa | 989,852 | 73,173 | 3% |
Breakdown and instruments:
- Includes 6,000 shares owned by spouse; 32,188 shares held by a trust where he is trustee; 815,914 shares held in five irrevocable trusts for adult children .
- As of 12/31/2024, outstanding director equity instruments: Stock awards outstanding: 0; Options outstanding: 110,673; Options exercisable: 109,849 .
- Anti-pledging: Directors and executive officers are prohibited from pledging Company stock (including margin accounts) .
- Anti-hedging: Hedging/monetization transactions and equity options in POOL’s stock are prohibited by policy .
Governance Assessment
- Independence and committee access: Not independent; consequently not seated on standing committees, which are comprised solely of independent directors. This limits formal committee oversight roles despite Vice Chairman status .
- Ownership alignment: Significant beneficial ownership at ~3% with extensive family trust holdings and substantial option exposure; anti-pledging and anti-hedging policies reduce alignment risk from leverage or monetization strategies .
- Engagement: Board met seven times in 2024; all directors, including Mr. Perez de la Mesa, met at least the 75% attendance threshold; independent directors hold executive sessions at each meeting, enhancing non-management oversight .
- Compensation signals: Chose options over restricted stock in 2024 while peers chose RSAs; director pay program benchmarked to peer median and reviewed by independent consultant (Pearl Meyer) with no 2024 changes, indicating stability in structure .
- Conflicts/related-party exposure: No related-party transactions approved or requested in FY2024; Compensation Committee reported no interlocks or insider participation concerns .
RED FLAGS: Not independent (former CEO) and Vice Chairman role may raise board oversight scrutiny for some investors; however, formal committees exclude non-independent directors and independent-chair structure is in place .