Frank J. Dellaquila
Latham GroupAbout Frank J. Dellaquila
Independent Class II director of Latham Group, Inc. (SWIM) since October 9, 2024 (appointed to fill a vacancy); age 68. He serves as Audit Committee Chair and is designated an “audit committee financial expert.” Former Senior Executive Vice President and Chief Financial Officer of Emerson Electric Co.; B.S. in Accounting (Fordham) and MBA in Finance (Columbia). Determined independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerson Electric Co. (NYSE: EMR) | Senior EVP & CFO; prior EVP & CFO; SVP & CFO; SVP, Acquisitions & Development; Corporate VP & Treasurer | 1991–May 2023 (CFO roles spanning 2009–2023; senior roles since 1991) | 45 years of financial, corporate development, and accounting experience culminating as CFO of large public company; qualifies as “audit committee financial expert.” |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Reliance, Inc. (NYSE: RS) | Director; Audit Committee Chair | Since Oct 2021 | Current public company directorship; audit committee leadership experience. |
| FM, Inc. (FM Global) | Director; Finance Committee | Since Dec 2022 | Private mutual insurer; finance oversight. |
| Aptiv PLC (NYSE: APTV) | Director; Finance and Audit Committees | Dec 2017–Apr 2020 | Prior public board and audit/finance committee experience. |
Board Governance
- Committee assignments and roles at SWIM: Audit Committee Chair; designated audit committee financial expert. Committees are currently fully independent.
- Independence status: Board determined Dellaquila is independent under Nasdaq rules; Board majority independent.
- Attendance and engagement: In 2024, the Board held 6 meetings and committees met as shown below; each current director attended at least 75% of Board and applicable committee meetings. Audit Committee met 4 times in 2024; Dellaquila became Chair on Oct 9, 2024 (same date appointed to Board).
- Controlled company context and nomination rights: SWIM is a “controlled company”; Pamplona holds director nomination rights. Current Pamplona designees include Dellaquila, Laven, Pratt, and Pruellage.
| Governance Item | Status / Detail |
|---|---|
| Committee membership | Audit (Chair) |
| Audit committee financial expert | Yes (Board determination) |
| Independence | Independent director |
| 2024 meeting counts | Board 6; Audit 4; Compensation 6; Nominating & Governance 4 |
| Attendance | ≥75% for each current director in 2024 |
| Executive sessions | Regular sessions of non-management directors; at least annual independent director session |
| Controlled company | Yes; committees fully independent currently |
| Pamplona designee | Yes (potential influence consideration) |
Fixed Compensation
Program structure and Dellaquila’s actual 2024 compensation (pro-rated given October 2024 appointment):
| Component | 2024 Program Amount | Notes |
|---|---|---|
| Annual cash retainer – non-employee director | $75,000 | Paid quarterly, pro rata if partial service. |
| Audit Committee Chair cash retainer | $20,000 | Paid quarterly, pro rata if partial service. |
| Annual equity retainer – non-employee director | $95,000 (RSUs) | Vests on first anniversary; number of RSUs set by grant date price. |
| Director | 2024 Fees Earned (Cash) | 2024 Stock Awards | Total |
|---|---|---|---|
| Frank J. Dellaquila | $21,863 | — | $21,863 |
Stock ownership guidelines for directors: 3x annual cash retainer; directors must retain 50% of net shares from vesting until compliant; all non-management directors are compliant or within phase-in as of year-end.
Performance Compensation
Directors do not have performance-based compensation. Equity retainer is time-based RSUs:
| Equity Element | Vehicle | Grant Value | Vesting | Notes |
|---|---|---|---|---|
| Annual director equity | RSUs | $95,000 | 1-year cliff | Paid in shares or RSUs; 2024 program used RSUs. |
Clawbacks/recoupment and trading policies (apply to awards and conduct): Company maintains clawback and recoupment policies and prohibits hedging/pledging for directors and officers; equity plan allows cancellation/recoupment for specified misconduct.
Other Directorships & Interlocks
| External Company | Relationship to SWIM | Interlock/Transactions Disclosed |
|---|---|---|
| Reliance, Inc. (NYSE: RS) | Unrelated industry (metals solutions) | No related-person transactions disclosed with SWIM; Audit Committee reviews any related-person transactions under policy. |
| FM, Inc. (FM Global) | Private insurer | No related-person transactions disclosed with SWIM. |
| Aptiv PLC (NYSE: APTV) | Prior role ended 2020 | No related-person transactions disclosed with SWIM. |
Note: Dellaquila is a Pamplona designee under the Stockholders’ Agreement, which could influence board dynamics despite an independence determination.
Expertise & Qualifications
- 45+ years in finance, corporate development, and accounting; former CFO of a large-cap industrial technology company (Emerson).
- Audit committee financial expert under SEC rules; experience chairing public company audit committees.
- Advanced education in accounting and finance (Fordham B.S.; Columbia MBA).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Frank J. Dellaquila | — | <1% | As of record date (Mar 5, 2025); directors subject to 3x retainer ownership guideline (phase-in allowed). |
- Hedging/pledging: Prohibited for directors under Corporate Governance Guidelines and Securities Trading Policy. No pledging disclosed for Dellaquila.
- Grant timing: Equity awards granted on a fixed schedule post-blackout; no timing around MNPI.
Governance Assessment
- Positives: Deep finance and audit expertise; current audit chair with prior CFO experience and public audit chair role; designated audit committee financial expert; committees fully independent; robust audit pre-approval and oversight; anti-hedging/pledging and clawback frameworks; board and committee attendance at or above expected thresholds. These factors support audit rigor and investor confidence.
- Watch items / potential red flags: Controlled company status and his designation by controlling shareholder Pamplona (though the Board deems him independent); minimal personal ownership as of the 2025 record date (alignment relies on future director RSU grants and ownership guidelines); multiple board roles (also audit chair at RS) but within SWIM’s audit committee overboarding limits (no member serves on >2 other public company audit committees). Monitor for any related-party exposure with Pamplona or external boards; none disclosed to date.