DeLu Jackson
Latham GroupAbout DeLu Jackson
DeLu Jackson (age 52) is an independent director of Latham Group, Inc. (SWIM), serving since March 2023. He is Executive Vice President and Chief Marketing Officer at ADT Inc., with prior senior marketing and digital roles at Conagra Brands and earlier positions at Kellogg, McDonald’s, Nissan, Audi of America, and Subaru of America. He holds an MBA from NYU Stern and a BA in Politics from Princeton University, bringing deep consumer, digital, and brand expertise to SWIM’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ADT Inc. (NYSE: ADT) | EVP & Chief Marketing Officer | Since Sep 2021 | Public-company operating executive; consumer/technology adjacencies |
| Conagra Brands (NYSE: CAG) | VP—Head of Marketing & Digital | Aug 2017–Sep 2021 | Led digital transformation and brand strategy |
| Kellogg; McDonald’s; Nissan; Audi; Subaru | Senior digital/marketing roles | Not disclosed | Global brand management and consumer demand generation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brag House Inc. (esports platform) | Director | Not disclosed | Private company; tech/media adjacency |
| Western Golf Association | Director | Not disclosed | Non-profit |
| Chicago Public Library Foundation | Director | Not disclosed | Non-profit |
Board Governance
- Independence: Board determined Jackson is independent under Nasdaq rules .
- Committees: Audit; Nominating and Corporate Governance .
- Attendance: Board met six times in 2024; each director attended ≥75% of Board and committee meetings of membership .
- Committee activity: 2024 meeting counts—Audit (4), Compensation (6), Nominating & Corporate Governance (4) .
- Board structure: Independent Chair; fully independent Audit, Compensation, and Nominating & Governance Committees .
- Key policies: Prohibition on hedging/pledging and short sales; stock ownership guidelines; annual self-evaluations .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Board cash retainer | 75,000 | Standard non-employee director retainer |
| Committee chair fees | — | Not a chair; chairs: Audit 20,000; Comp 15,000; NCG 10,000 |
| Meeting fees | — | Not disclosed; program structured as retainers |
| Total cash earned | 75,000 | Paid quarterly in arrears |
| Annual equity retainer (RSUs) | 94,999 | RSUs vest one-year from grant |
| Total compensation | 169,999 | Sum of cash and equity grant-date fair value |
Director equity retainer increased to $95,000 in 2024 (from $75,000 in 2023), aligning with peers; Chair equity retainer decreased to $30,000 (from $50,000) .
Performance Compensation
| Instrument | Grant/Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (annual director grant) | $94,999 grant-date fair value | 100% cliff vest on first anniversary of grant date | None (time-based vesting) |
| PSU/Option awards (director) | Not applicable | — | Directors receive RSUs; PSUs used for executives only |
Other Directorships & Interlocks
| Company | Public Co. | Role | Potential Interlock/Conflict |
|---|---|---|---|
| ADT Inc. | Yes | EVP & CMO (not a director) | Operating executive role; no disclosed transactions with SWIM |
| Brag House Inc. | No (private) | Director | No SWIM related-party transactions disclosed |
| Western Golf Association | No | Director | Non-profit; no conflicts disclosed |
| Chicago Public Library Foundation | No | Director | Non-profit; no conflicts disclosed |
Expertise & Qualifications
- Marketing and brand management; consumer products; digital transformations .
- Financial literacy required of directors; board values independence, character, and commitment .
- Education: MBA (NYU Stern); BA in Politics (Princeton) .
Equity Ownership
| Measure | Amount | Detail/Breakdown |
|---|---|---|
| Total beneficial ownership (shares) | 67,918 | 31,380 shares held directly; 36,538 RSUs vesting within 60 days of Mar 5, 2025 |
| % of shares outstanding | ~0.0587% | 67,918 / 115,776,595 shares outstanding |
| Vested vs. unvested | RSUs vesting imminently: 36,538 | Directors’ RSUs one-year vest schedule |
| Pledged/hedged shares | Prohibited by policy | Company bans hedging/pledging by directors |
| Ownership guidelines | 3x annual cash retainer for directors; compliance or within phase-in for all non-management directors |
Governance Assessment
-
Strengths:
- Independent status; active committee participation (Audit and Nominating & Governance) .
- Adequate attendance (≥75%); Board uses executive sessions and annual self-evaluations .
- Pay structure balanced: fixed cash plus time-based RSUs; stock ownership guidelines enhance alignment .
- Strong governance policies: no hedging/pledging, clawbacks, independent compensation consultant (Pearl Meyer) for program design .
-
Potential risks/RED FLAGS:
- Controlled company status; principal stockholder (Pamplona) holds nomination rights and committee observer rights, which can influence board composition and dynamics .
- Executive workload: full-time EVP & CMO at ADT could constrain time, though company enforces overboarding limits and committee independence (no evidence of breach) .
- Related-party transactions: none disclosed tied to Jackson; overall related-party framework is managed under Audit Committee policy .
-
Signals for investors:
- Director equity retainer increase suggests intent to strengthen board alignment via equity exposure .
- Board commitment to fully independent committees already satisfied; continued governance maturation roadmap disclosed .
Director Compensation (Detail)
| Item | 2024 | Note |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 75,000 | Board retainer; no chair fees |
| Stock Awards ($) | 94,999 | Annual RSUs; grant-date FMV |
| Total ($) | 169,999 | Sum of cash and equity |
Board Committees (Membership and 2024 Meetings)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Nominating & Corporate Governance | Member | 4 |
Attendance & Engagement
- Board meetings held in 2024: 6; each director attended ≥75% of the aggregate board and committee meetings for which they were members .
- Directors expected to attend annual meeting; current directors attended 2024 annual meeting .
Policies Relevant to Alignment and Risk
- No hedging/pledging, short sales, or derivatives by directors; blackout periods and Rule 10b5-1 compliance required .
- Stock ownership guidelines: directors must hold 3x annual cash retainer; phased compliance permitted; all non-management directors in compliance or within phase-in .
- Clawbacks: Dodd-Frank compliant policy and additional calculation-error clawback; enforcement spans three years preceding restatement/event .
- Related-party transaction review overseen by the Audit Committee per policy; none disclosed involving Jackson .
Other Notes
- Section 16(a) compliance: Company reported one late Form 4 for an officer (not Jackson); otherwise timely filings in 2024 .