Brian Pratt
Latham GroupAbout Brian Pratt
Brian Pratt, age 30, has served as an independent Class III director of Latham Group, Inc. (SWIM) since March 2023. He is a Vice President at Pamplona Capital Management LLC (joined March 2019), with a background in investment banking at Barclays (2017–Feb 2019) and a B.S. in Political Science from Yale University. He currently serves on the Board’s Nominating and Corporate Governance Committee and was determined independent under Nasdaq rules; he is a Pamplona designee under the Stockholders’ Agreement. These credentials center on financial and acquisition skills relevant to SWIM’s consumer products strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pamplona Capital Management LLC | Vice President | 2019–present | Financial, operational and transactional support to SWIM Board and management |
| Barclays (Investment Banking Division) | Analyst/Associate | 2017–Feb 2019 | Transaction experience; capital markets exposure |
External Roles
| Company | Role | Sector | Notes |
|---|---|---|---|
| BFG Supply | Director | Green industry distribution | Private; strategic oversight |
| CSC ServiceWorks, Inc. | Director | Commercial laundry & air vending | Private; consumer services exposure |
| Loparex | Director | Engineered films & release liners | Private; manufacturing/supply chain exposure |
| Savista | Director | Healthcare revenue cycle | Private; business services |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; not a chair. Board committees (Audit, Compensation, Nominating) are fully independent; 2024 meeting counts: Audit 4, Compensation 6, Nominating 4 .
- Independence: Board determined Pratt is independent under Nasdaq; SWIM is a “controlled company” but currently complies with having a majority independent Board and fully independent committees .
- Attendance: Board met 6 times in 2024; each current director (including Pratt) attended at least 75% of Board and applicable committee meetings; directors are expected to attend the annual meeting, which current directors did in 2024 .
- Chair/leadership: Independent Chair (James Cline) with regular executive sessions of non-management and independent directors .
- Governance policies: Prohibitions on hedging, short sales, pledging and derivatives; blackout periods; 10b5-1 compliance procedures .
Fixed Compensation
| Item | Brian Pratt 2024 Amount |
|---|---|
| Annual Board Cash Retainer ($) | $0 (waived as Pamplona employee) |
| Committee Chair Fees ($) | N/A (not a chair) |
| Equity Awards (RSUs) – Grant Date Fair Value ($) | $0 (waived) |
| Total 2024 Director Compensation ($) | $0 |
Program context for other non-employee directors (Pratt waived): Board cash retainer $75,000; Chair of Board $125,000; Committee chair fees: Audit $20,000, Compensation $15,000, Nominating $10,000; Annual equity retainers: $95,000 for directors, $125,000 for Chair; grants in RSUs vest one year .
Performance Compensation
| Component | Structure | Pratt Application |
|---|---|---|
| Director equity | Annual RSUs; one-year vest; number determined by grant-date price | Waived; no RSUs or PSUs granted to Pratt in 2024 |
Directors do not have performance-conditioned equity (PSUs) as part of the standard director program; RSUs are time-based. Pratt waived compensation; therefore, no performance-linked director pay applied .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock Risk |
|---|---|---|
| Pamplona Capital Partners V, L.P. | Principal stockholder with 44.78% of shares; nomination rights; Pratt is Pamplona employee/designee | Governance influence via nomination rights; committee observer rights where no Pamplona member present |
| Wynnchurch Funds | 12.94% shares; waived nomination rights (July 2022) | Voting limited to 9.9% unless >50% ownership; reduces potential dual-control complexities |
Expertise & Qualifications
- Financial and acquisition skills; strategic and consumer products knowledge cited by Board as rationale for his seat .
- Board’s skills matrix includes finance/accounting, strategic growth/M&A, consumer products, manufacturing/supply chain—Pratt contributes to these focal areas through private equity perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Brian Pratt | 0 | <1% | No reported direct/derivative holdings; prohibited from hedging/pledging by policy |
| Shares Outstanding (record date) | 115,776,595 | — | Basis for percentage calculation |
- Director Stock Ownership Guidelines: Non-management directors must own shares valued at least 3× annual Board cash retainer; retain 50% of net shares until compliant. All non-management directors are compliant or within phase-in; guidelines include unvested RSUs and earned-but-unvested PSUs toward compliance. Pratt’s waiver implies reliance on phase-in or future grants/holdings for guideline compliance .
Governance Assessment
- Strengths: Independent status; fully independent committees; strong governance policies (no hedging/pledging; clawbacks for executives; board/committee self-evaluations); consistent attendance; independent compensation consultant for executive pay; director ownership guidelines in place .
- Potential conflicts/RED FLAGS: Controlled company structure with Pamplona’s 44.78% ownership and nomination rights; Pratt is a Pamplona employee and designee—a structural conflict risk on matters implicating principal stockholder interests, although he is not on the Audit or Compensation Committees that oversee related-party transactions and pay. Reimbursement of principal stockholders’ monitoring expenses (<$0.1m each in 2024) underscores ongoing sponsor involvement .
- Alignment signals: Pratt waived director cash and equity compensation, reducing personal pay conflicts; prohibition on hedging/pledging supports alignment; director ownership guidelines apply, with phase-in allowances .
Related-party oversight: Audit Committee reviews related person transactions under formal policy; Pamplona committee observer rights exist when they lack committee representation; Board states no director overboarding and maintains independent committee chairs, mitigating some control risks .