Melanie Hart
POOLAbout Melanie Hart
Senior Vice President, Chief Financial Officer and Treasurer of Pool Corporation since August 9, 2021; promoted to Senior Vice President in December 2024. Age 52; BS in Accounting (University of New Orleans), Wharton General Management Program graduate, and certified public accountant, with 12 years at Ernst & Young before joining POOL in 2006 . Under her finance leadership, POOL delivered 2024 net sales of $5.3B (-4% YoY), operating income of $617.2M (-17%), diluted EPS of $11.30 (-15%), and operating cash flow near $660M; 1-, 3-, 5-, 10-year TSR CAGRs were -13.3%, -14.5%, 11.1%, and 19.2%, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pool Corporation | Senior Vice President; CFO & Treasurer | 2024–present (SVP); 2021–present (CFO/Treasurer) | Led finance, capital allocation, and liquidity; executed multiple credit agreement amendments; sharpened cash flow focus |
| Pool Corporation | Vice President, Chief Accounting Officer | 2019–2021 | Principal accounting oversight and reporting; transitioned to CFO |
| Pool Corporation | Chief Accounting Officer & Corporate Controller | 2007–2019 | Built controllership and reporting infrastructure during POOL’s expansion |
| Pool Corporation | Senior Director, Corporate Accounting | 2006–2007 | Established corporate accounting processes after joining from E&Y |
| Ernst & Young LLP | Senior Manager, Assurance & Advisory | ~1994–2006 (12 years) | Led audits for public companies; foundation in GAAP, controls, and SEC reporting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Beacon Roofing Supply (BECN) | Director; Audit Committee | Appointed Oct 1, 2022 | Governance oversight; audit committee risk and controls expertise |
Fixed Compensation
- Base salary increased to $525,000 in 2024 from $450,000 in 2023 (+16.7%), reflecting alignment to peer market medians .
- Perquisites and other comp include retirement plan matching, executive health program, insurance, and company vehicle; 2024 “All Other Compensation” totaled $70,642 for Hart .
| Metric ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $300,000 | $450,000 | $525,000 |
| All Other Compensation | $59,264 | $99,643 | $70,642 |
Performance Compensation
Annual Incentive Plan (AIP) – FY2024 structure and outcomes
| Component | Weighting | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Consolidated Operating Income | 66.7% | $795.0M target; $676.0M threshold; $839.0M max | $617.2M | 0% |
| Operating Cash Flow | 6.7% | 90% of net income target; 80% threshold; 100% max | 136.0% of net income (adjusted) | 200% plus 5% of base salary extra incentive; capped by 200% plan max |
| Other Specific Business Objectives | 26.6% | Role-specific goals | Achieved | 175% (payout $183,750) |
- Target bonus: 75% of base salary ($393,750); Actual AIP earned: $262,500 (66.7% of target) .
Long-Term Equity Awards (granted 02/28/2024)
| Award Type | Grant Date Fair Value | Shares | Vesting |
|---|---|---|---|
| Time-based RS | $400,166 | 1,018 | 50% at year 3; 50% at year 5 |
| Performance-based RS (EPS CAGR) | $400,166 (target) | 1,018 target | 3-year cliff; EPS CAGR threshold/target/max: 5%/10%/15% pays 50%/100%/200% |
- Company indicates EPS-based awards granted in 2023 and 2024 are not expected to vest based on current performance trajectory .
Option / Stock Realizations (2024)
| Transaction | Quantity | Value Realized |
|---|---|---|
| Options Exercised | 2,500 | $817,200 |
| RS/RSU Vested | 1,646 | $640,973 |
Multi-year compensation (total mix and pay-for-performance)
| Component ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (grant-date fair value) | $599,866 | $1,000,817 | $800,332 |
| Non-Equity Incentive (AIP + SPIP) | $987,654 AIP; $600,000 SPIP | $225,000 AIP; $724,928 SPIP | $262,500 AIP; $0 SPIP (program ended; no FY2024 payout) |
| Total Compensation | $1,946,784 | $2,500,388 | $1,658,474 |
Equity Ownership & Alignment
- Beneficial ownership: 27,727 shares; 8,000 shares acquirable within 60 days (options); <1% of outstanding shares .
- Unvested equity at 12/31/2024 (select awards):
- Time-based RS: 798 (2020 grant), 786 (2021), 1,444 (2022), 1,018 (2024) .
- Performance RS: 2,098 (2023 target), 509 (2024 target threshold); company does not expect 2023/2024 EPS awards to vest .
- Option inventory: 1,250 @ $69.85 exp 02/26/2025; 2,750 @ $80.78 exp 02/25/2026; 2,750 @ $117.04 exp 03/01/2027; 2,500 @ $138.03 exp 02/28/2028 .
| Ownership Metric | Value |
|---|---|
| Shares owned | 27,727 |
| Options exercisable/acquirable ≤60 days | 8,000 |
| Unvested RS (selected totals) | See counts above |
| Ownership Guideline | 2x base salary for vice presidents; all NEOs in compliance |
| Hedging/Pledging | Prohibited by Insider Trading Policy |
Employment Terms
- Start as CFO: appointed March 1, 2021; effective August 9, 2021; remained principal accounting officer and assumed Treasurer role .
- Severance: upon termination without cause, six months of base salary ($262,500 for Hart at 12/31/2024) plus six months health premium reimbursement (~$2,500) .
- Change-of-control: double-trigger acceleration for equity (termination without cause or resignation for good reason within two years post-CoC); no separate cash “parachute” payments; performance conditions waived upon qualifying termination .
- Non-compete: one year for NEOs; CEO is two years; release and covenant compliance required for severance .
- Clawback: enhanced in Oct 2023 to comply with SEC/Nasdaq; recovery of erroneously awarded incentive compensation upon accounting restatement .
- Insider policy: prohibits hedging, pledging, short sales, and short-term trading of Company stock .
Compensation Structure Analysis
- Year-over-year mix shifted toward fixed salary in 2024 as performance-based components declined with lower operating income and expected non-vesting of EPS-based PSUs; Hart’s total comp fell to $1.66M in 2024 from $2.50M in 2023, consistent with pay-for-performance design .
- Equity mix: 50% time-based / 50% performance-based RS in 2024; executives elected time-based RS over options for the time-based portion, increasing retention focus while keeping performance linkage via EPS PSUs .
- AIP design balanced operating income (primary), operating cash flow, and role-specific objectives; strong cash flow performance (136% of net income, adjusted) drove partial payout despite operating income miss .
Performance & Track Record
- 2024 highlights: net sales $5.3B (-4%), gross profit $1.6B (-5%), operating income $617.2M (-17%), diluted EPS $11.30 (-15%); operating cash flow nearly $660M; continued dividend increase and $483.4M capital return via buybacks/dividends; reduced total debt by $103.0M .
- Investor support: say-on-pay approvals of 97.3% (2023) and 93.8% (2024) .
- Execution clarity: Hart provided quantified weather and segment impacts on Q2 2023 call (e.g., ~-$30M incremental weather in Q2; new pool revenue down ~5%, renovation ~-3%) .
Compensation Peer Group (2024)
- Peer distributors include Fastenal, MSC Industrial, SiteOne, Watsco, Core & Main, Boise Cascade, etc.; POOL targets median for total compensation, with higher weighting to performance-based pay; peer adjustments made (removed Univar and Grainger; added Boise Cascade and Core & Main) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: 93.8% approval; 2023 say-on-pay: 97.3% approval; committee retains independent consultant (Meridian) and benchmarks design against peers .
Investment Implications
- Alignment: Strong pay-for-performance link—AIP tied to operating income/cash flow and EPS-based PSUs; with operating income miss and EPS contraction, equity payouts decline, aligning comp with results .
- Retention vs. selling pressure: Significant unvested RS and long vesting horizons (3/5-year cliffs) suggest retention; 2024 option exercise (2,500) and scheduled RS vesting are normal cadence; hedging/pledging prohibited, reducing misalignment risk .
- Change-of-control economics: No cash parachutes; double-trigger equity acceleration only—lower shareholder risk of windfalls on CoC .
- Ownership & governance: Compliance with stock ownership guidelines; robust clawback; high say-on-pay support—all supportive of governance quality and alignment .