Martha Gervasi
POOLAbout Martha S. Gervasi
Martha S. Gervasi, 63, is an independent director of Pool Corporation, serving since 2021. She is a senior advisor and executive coach at My Next Season and previously served as Chief Human Resources Officer and later Executive Advisor to the CEO and Board at The Hartford (NYSE: HIG), after earlier HR roles at General Electric and Saudi Basic Industries (SABIC). She holds a bachelor’s in American Studies and Business from the University of St. Joseph and an MBA in human resources from RPI’s Lally School of Management and Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hartford Financial Services Group (NYSE: HIG) | Chief Human Resources Officer; later Executive Advisor to CEO and Board | 2012–2020 | Led human capital strategy, talent management, culture transformation |
| The Hartford Financial Services Group | Senior Vice President, Human Resources | 2010–2012 | Executive HR leadership |
| General Electric | Various HR positions | Not stated | Global workforce management foundation |
| Saudi Basic Industries (SABIC) | Various HR positions | Not stated | Global workforce and cultural transformation experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| My Next Season | Senior Advisor and Executive Coach | Current | Advisory and coaching for executives in transition |
| Other public company boards | — | Not disclosed | No other public directorships disclosed for Gervasi |
Board Governance
- Independence: The Board determined Gervasi is independent under Nasdaq listing rules; independent directors meet in executive session at each Board and committee meeting .
- Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors in office attended the prior annual meeting .
- Committee assignments (2024):
- Compensation Committee: Chair
- Strategic Planning Committee: Member
- Committee meeting counts (2024): Audit 8; Compensation 6; Nominating & Corporate Governance 5; Strategic Planning 3 .
| Committee | Role (Gervasi) | Meetings Held (2024) |
|---|---|---|
| Compensation Committee | Chair | 6 |
| Strategic Planning Committee | Member | 3 |
- Compensation Committee interlocks: None; no Pool executives served on boards whose executives served on Pool’s Board or Compensation Committee .
Fixed Compensation
- Program elements for non-employee directors (effective May 2023; no changes since):
- Annual cash retainer $85,000; Chairman retainer $135,000; Committee chair fees: Audit $25,000, Compensation $20,000, Nominating $15,000, Strategic Planning $15,000; Committee member fees: Audit $10,500, Compensation $10,500, Nominating $7,500, Strategic Planning $7,500; Director equity grant $125,000 .
- No per-meeting fees; directors may elect equity grants in lieu of cash; annual grants occur on the annual meeting date .
| Year | Fees Earned or Paid in Cash | Stock Awards (fair value) | Option Awards | Total |
|---|---|---|---|---|
| 2024 | $112,500 | $125,106 | — | $237,606 |
| 2023 | $106,000 | $125,212 | — | $231,212 |
Performance Compensation
- Equity program for directors (time-based, not tied to financial performance metrics):
- 2024 election: directors could choose either 824 stock options (exercise price at grant date; 10-year term) or 348 shares of restricted stock; vesting no earlier than one year post-grant; all directors except Mr. Perez de la Mesa elected restricted stock .
- Grants occur on the annual meeting date .
- Recent awards for Gervasi:
- 2025: 461 shares of Common Stock awarded (Form 4); transaction date 2025-04-30; filing 2025-05-02; post-transaction ownership 1,973 shares .
- 2024: 348 shares of Common Stock awarded (Form 4); transaction date 2024-05-01; post-transaction ownership 1,512 shares .
- Vesting provisions: Options and restricted stock vest no earlier than one year after grant date; options exercisable up to 10 years after grant .
| Metric | 2024 Program | 2024 Grant Details | 2025 Grant Details |
|---|---|---|---|
| Equity choice | RSU: 348 shares; Option: 824 options | RSU grant: 348 shares; grant on annual meeting date; vest ≥1 year | RSU grant: 461 shares; transaction date 2025-04-30; post-ownership 1,973; vest ≥1 year |
| Option terms | 10-year exercisability | Not elected (—) | Not elected (—) |
Other Directorships & Interlocks
| Company | Role | Interlock Risk |
|---|---|---|
| None disclosed for Gervasi | — | No compensation committee interlocks disclosed; none served as officers of Pool; no reciprocal board relationships by Pool executives |
Expertise & Qualifications
- Skills per Board matrix: Corporate governance/compliance; human resources/executive compensation; strategic planning/business development; mergers & acquisitions; senior executive management; international operations .
- Not designated an “audit committee financial expert” in 2025 matrix .
- Education: BA in American Studies and Business (University of St. Joseph); MBA in HR (RPI Lally School) .
Equity Ownership
| Item | Value | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 1,512 | March 12, 2025 | Less than 1% of outstanding |
| Shares outstanding percentage | <1% | March 12, 2025 | “* Less than one percent” per proxy |
| Stock awards outstanding | 348 | Dec 31, 2024 | No options outstanding |
| Options outstanding / exercisable | — / — | Dec 31, 2024 | None |
| Post-Form 4 shares held | 1,973 | April 30, 2025 | After 461-share award |
| Ownership guidelines | Directors: 3x annual cash retainer | Policy | Annual monitoring; all NEOs and directors presently in compliance |
| Hedging/Pledging | Prohibited (anti-hedging policy; no pledging allowed) | Policy | Applies to directors |
Governance Assessment
- Strengths:
- Independent director with relevant HR/compensation expertise; chairs Compensation Committee and participates in Strategic Planning—aligns oversight with talent strategy and long-range planning .
- Pay program for directors is conventional (cash retainer + fixed-value equity), with no per-meeting fees, annual grants on meeting date, and one-year minimum vesting—limits short-termism and emphasizes alignment .
- Strong governance policies: anti-hedging/anti-pledging; stock ownership guidelines requiring directors to hold stock equal to 3x cash retainer; company states all directors are currently in compliance .
- No compensation committee interlocks or related-party issues disclosed; committee composed entirely of independent directors; consultant (Pearl Meyer) engaged for benchmarking .
- Risks and potential red flags:
- Ownership level disclosed as of March 12, 2025 is modest in absolute share count (1,512), though policy indicates compliance with guidelines; close monitoring of continued compliance is warranted if price declines materially .
- No audit financial expert designation; while not required for her role, limits flexibility for assignment to Audit Committee, though she is not currently a member .
- Engagement:
- Attendance thresholds met (≥75% of Board and committee meetings); all directors attended the prior annual meeting—supports engagement .
Overall, Gervasi’s governance profile is solid: independent, experienced in human capital and succession, leading the Compensation Committee with independent benchmarking, and aligned through equity and ownership guidelines. No conflicts or hedging/pledging concerns are disclosed; attendance and committee work signal active oversight .