James E. Cline
Latham GroupAbout James E. Cline
Independent Chair of the Board at Latham Group, Inc. (SWIM). Age 73; director since 2020; Chair since December 14, 2020; Audit Committee Financial Expert. Former President/CEO and CFO of Trex Company, Inc.; current Chair of Trex’s board. BSBA in Accounting from Bowling Green State University. Independent under Nasdaq rules; joined Latham Pool Products board in March 2019 and SWIM’s board in December 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trex Company, Inc. | Board Chair | 2020–present | Former CEO (2015–2020), CFO/SVP (2013–2020), VP/CFO (2008–2013) |
| Harsco GasServ (Harsco Corp.) | President; VP & Controller | 1994–2007 (President 2005–2007) | Transition consultant to buyers in 2008 |
| Huffy Corporation (True Temper Hardware) | Director of Finance | 1976–1994 | Consumer products finance/operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trex Company, Inc. (NYSE: TREX) | Independent Chair | 2020–present | Governance leadership; outdoor living category expertise |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; independent Chair of the Board .
- Independence: Board determined Cline is independent; all standing committees fully independent .
- Attendance: Board held 6 meetings in 2024; each current director attended at least 75% of Board and committee meetings; independent directors hold regular executive sessions .
- Board leadership: As independent Chair, Cline sets agendas, presides at Board and executive sessions, liaises with management and stockholders, and supports committee chairs .
| Committee | 2023 Meetings | 2024 Meetings | Cline Role |
|---|---|---|---|
| Audit | 5 | 4 | Member |
| Compensation | 7 | 6 | Member |
| Nominating & Corporate Governance | 4 | 4 | Not a member |
Governance controls:
- Hedging/pledging prohibited; 10b5-1 compliance; regular blackout periods .
- Stockholder-controlled company status acknowledged; fully independent committees maintained despite “controlled company” exemptions .
- Annual Board/Committee self-evaluations overseen by Nominating & Corporate Governance Committee .
Fixed Compensation
| Year | Annual Board Cash Retainer (Chair) | Committee Chair Fees (if applicable) | Notes |
|---|---|---|---|
| 2023 | $125,000 | $0 (not a committee chair) | Paid quarterly |
| 2024 | $125,000 | $0 (not a committee chair) | Paid in arrears quarterly; Q4 paid Jan 2025 |
Program structure (2024):
- Board cash retainer: Chair $125,000; other directors $75,000 .
- Committee chair fees: Audit $20,000; Compensation $15,000; Nominating $10,000 .
- No meeting fees; reimbursement of reasonable expenses; no perquisites for directors .
Performance Compensation
| Year | Equity Retainer (Chair) | Instrument | Vesting | Award Value Recorded |
|---|---|---|---|---|
| 2023 | $125,000 | RSUs | 1-year cliff (anniversary of grant) | $124,999 (grant-date fair value) |
| 2024 | $125,000 | RSUs | 1-year cliff (anniversary of grant) | $125,000 (grant-date fair value) |
Performance metrics table (directors):
| Component | Metrics | Targets | Payout Range | Notes |
|---|---|---|---|---|
| Director RSUs | None (time-based vesting only) | N/A | N/A | No PSUs or performance goals for directors |
Mix and YoY:
- 2024 total: $250,000 (50% cash; 50% equity) .
- 2023 total: $249,999 (≈50% cash; ≈50% equity) .
- Equity retainer for other non-employee directors increased from $75,000 (2023) to $95,000 (2024); Chair equity retainer listed at $125,000 in both years .
Other Directorships & Interlocks
| Company | Relationship to SWIM | Potential Interlock/Conflict |
|---|---|---|
| Trex Company, Inc. | Adjacent consumer/outdoor living sector | No disclosed related-party transactions with Trex; no supplier/customer ties disclosed . |
| Pamplona Capital (principal stockholder) | Controls board nomination rights via Stockholders’ Agreement | Cline is not a Pamplona employee/designee; remains independent . |
Expertise & Qualifications
| Credential | Details |
|---|---|
| Audit Committee Financial Expert | Board determined Cline qualifies under SEC rules . |
| Finance/Accounting | Multi-decade CFO/Controller experience; public company reporting . |
| Consumer Products & Manufacturing | Senior leadership across outdoor living and hardware industries . |
| Education | BSBA, Accounting, Bowling Green State University . |
Equity Ownership
| Date/Source | Direct | Trust/Indirect | RSUs (vesting within 60 days) | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|---|
| Mar 6, 2024 (2024 Proxy) | 116,749 | 505,883 (James E. Cline Revocable Trust) | 52,301 | 674,933 | <1% |
| Mar 5, 2025 (2025 Proxy) | 169,050 | 455,883 (James E. Cline Revocable Trust); 50,000 (Cynthia L. Cline Revocable Trust) | 48,077 | 723,010 | <1% |
Ownership alignment:
- Director stock ownership guidelines: ≥3x annual cash retainer; all non-management directors compliant or within phase-in; must retain 50% of vested shares until guideline met .
- Hedging/pledging prohibited; no pledges disclosed .
Governance Assessment
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Strengths:
- Independent Chair with deep finance and consumer products expertise; designated audit financial expert .
- Strong alignment via material beneficial ownership (723,010 shares including trusts and RSUs) and stringent ownership guidelines .
- Fully independent committees; robust trading policy and no hedging/pledging; clawbacks in place for executives; no tax gross-ups; no option repricing without shareholder approval .
-
Risks/Considerations:
- Controlled company dynamics: Pamplona retains nomination rights; may influence board composition; mitigated by independence determination for Cline and committee independence .
- Retirement policy: nomination prohibited after age 75 (subject to limited waiver); Cline at 73 suggests approaching transition horizon; succession planning important for continuity .
- Multi-board role: external Chair at Trex increases time demands; audit charter restricts overboarding on audit committees; no indication of exceeding limits .
-
RED FLAGS:
- None specific to Cline identified in related-party transactions or Section 16 compliance; company disclosed one late Form 4 for another executive, not involving Cline .
- No pledging/hedging; no loans or related-party dealings involving Cline disclosed .
Implication: Cline’s independent Chair role, audit expertise, and meaningful ownership support investor confidence in oversight quality. Monitor succession timing relative to age policy and controlled-company nomination rights to ensure board independence and continuity remain robust.