Kaushal B. Dhruv
Latham GroupAbout Kaushal B. Dhruv
Kaushal B. Dhruv is SWIM’s Chief Information Officer (since December 2020) and Chief Information Security Officer (since October 2023), having previously served as CIO of Latham Pool Products since March 2020; he is 49 years old . He has 25+ years of IT leadership across consulting (Big 4) and corporate environments, with prior tenure at KPMG US (2004–2020) and advanced degrees in Information Management and Business Management (Syracuse University), plus extensive security and governance certifications . Company performance context in 2024: net sales $508.5M and Adjusted EBITDA $80.2M; Adjusted EBITDA margin was 15.8% and the company reported a net loss of $17.9M, with >300bps gross margin expansion from lean manufacturing and value engineering initiatives . Multi‑year fundamentals show revenue contracted from FY2022 to FY2024, while EBITDA stabilized relative to FY2023 (see table below; EBITDA values from S&P Global).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| KPMG US | Director, Technology Risk Management & Systems Integration | 2004–2020 | Led technology risk and integration programs across multiple industries; developed enterprise governance and security practices |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
- Dhruv is not listed as a named executive officer (NEO) in the 2025 proxy; his individual base salary, target bonus %, and actual bonus are not disclosed .
- Company-level program for NEOs in 2024: base salary plus annual cash bonus (0–200% of target) tied to Net Sales (50%) and Adjusted EBITDA margin (50%), and annual equity awards (RSUs and PSUs) .
Performance Compensation
Annual Cash Bonus Plan (2024)
| Metric | Weighting | Threshold | Target | Maximum | Company Actual (2024) | Payout Factor |
|---|---|---|---|---|---|---|
| Net Sales ($mm) | 50% | 410.1 | 512.7 | 563.9 | 508.5 | 88.0% |
| Adjusted EBITDA Margin (%) | 50% | 10.0% | 12.7% | 14.2% | 15.8% | 200.0% |
| Aggregate bonus payout outcome | — | — | — | — | — | 144.0% of target (equal-weighted metrics) |
Notes: Plan uses linear interpolation between levels; objective adjustment policy excludes impacts of M&A for plan determinations .
Annual Equity Awards (2024 design)
| Incentive Type | Weighting of grant value | Performance metric | Payout cap | Vesting | 2024 Earned outcome |
|---|---|---|---|---|---|
| RSUs | 70% | Time-based | — | Pro rata annual vesting over 4 years (3 years for new-hire grants) | — |
| PSUs | 30% | Adjusted EBITDA (one-year performance period) | 200% | Three-year cliff vesting | 182.3% earned for 2024 (unvested until 2027) |
Plan guardrails: minimum one-year vesting; no dividends on unvested awards; no option/SAR repricing without stockholder approval; no tax gross‑ups; conservative change-in-control definition; significant clawback rights .
Equity Ownership & Alignment
| Item | Company policy / status |
|---|---|
| Stock ownership guidelines | CEO 300% of base; other executive officers 100%; controller 50%; directors 300% of annual cash retainer. Retain 50% of net shares from vesting until guideline met; unvested RSUs and earned (but unvested) PSUs count toward compliance . |
| Compliance | All named executive officers are in compliance or within phase‑in; director compliance noted separately . |
| Hedging/pledging | Prohibited for directors, executive officers, and employees; bans derivatives, short sales, margin or pledging; regular blackout periods and Rule 10b5‑1 compliance required . |
| Clawbacks | Dodd‑Frank compliant recovery policy for Section 16 officers (3‑year lookback for restatements, no indemnification) plus an amended clawback for calculation errors, fraud, or misconduct (3‑year lookback; excludes pre‑IPO awards) . |
| Beneficial ownership (Dhruv) | Not itemized in the Security Ownership table; NEOs and directors are listed, but Dhruv’s specific holdings are not disclosed . |
Employment Terms
| Term | Details |
|---|---|
| Role dates | CIO of Latham Pool Products since March 2020; SWIM CIO since Dec 2020; CISO since Oct 2023 . |
| Contract structure | Company shifted executives to standardized Offer Letters in July 2023 with confidentiality, non‑compete, and non‑solicit; eligibility for annual equity and cash incentive programs; at‑will employment . |
| Severance Plan (participants include named executive officers; other specified executive officers may be covered) | If resigned for Good Reason or involuntarily terminated without Cause: 1x base salary (non‑CEO) payable over one year; COBRA premium equivalents; potential continued vesting of equity at Compensation Committee’s discretion . |
| Change‑in‑control (double trigger) | If terminated within 12 months post‑CIC: above severance paid in lump sum; full acceleration of all outstanding equity (PSUs at target) . |
| Death/disability | Pro‑rated vesting of equity based on service months; performance awards vest based on actual performance; options/SARs expire no later than one year after termination . |
| Trading policy | Blackout periods, prohibition of speculative trading and derivatives; policy filed as exhibit to 2024 10‑K . |
Performance & Track Record
- Operational impact: Company delivered >300bps gross margin expansion in 2024 via lean manufacturing and value engineering despite softer demand; invested in Sand States awareness and acquired Coverstar Central to drive category adoption .
- Compensation alignment: Bonus plan tied to Net Sales and Adjusted EBITDA margin delivered 144% of target based on 88% Net Sales and 200% margin achievement; PSUs earned at 182.3% reinforcing performance linkage .
Multi-Year Financials (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 695,736,000 | 566,492,000 | 508,520,000 |
| EBITDA ($USD) | 79,622,000* | 56,880,000* | 62,723,000* |
*Values retrieved from S&P Global.
Investment Implications
- Alignment: Strong governance around performance pay (annual bonus tied to Net Sales and EBITDA margin; PSUs on Adjusted EBITDA), clawbacks, ownership guidelines, and strict anti‑hedging/pledging policies reduce misalignment and excessive risk-taking .
- Retention risk: Standardized Offer Letters with non‑compete/non‑solicit and a 2023 Severance Plan provide retention scaffolding; double‑trigger CIC acceleration could create broad‑based vesting events in a sale scenario .
- Selling pressure: RSU annual vesting and three‑year PSU cliffs can coincide with periodic supply from executives; while Dhruv’s specific holdings are not disclosed, monitor Section 16 Form 4 filings for timing and magnitude of dispositions .
- Execution focus: As CIO/CISO, Dhruv’s remit is central to digital resilience and operational efficiency; 2024 margin gains and cost reductions suggest disciplined execution alongside broader demand challenges, which supports the rationale for performance‑weighted incentives .