Patrick M. Sheller
Latham GroupAbout Patrick M. Sheller
Patrick M. Sheller, 63, has served as General Counsel and Secretary of Latham Group, Inc. (SWIM) since August 2022, leading legal and compliance across securities law, corporate governance, M&A, financing, commercial contracts, antitrust, litigation, IP, labor and employment, and international matters . He earned his law degree from Albany Law School and his undergraduate degree from St. Lawrence University . Prior roles include EVP, General Counsel & CCO at Mauser Packaging Solutions (2018–2021), SVP, General Counsel & Secretary at Mead Johnson (2015–2017), and senior leadership at Eastman Kodak over 21 years, plus prior service at the FTC and private practice at McKenna, Connor & Cuneo (now Dentons) . Company context during his tenure: revenues declined across FY2022–FY2024 while EBITDA was resilient; 2023 bonuses were not paid as Adjusted EBITDA fell short of the plan threshold, and the program was redesigned in 2024 to emphasize Net Sales and Adjusted EBITDA margin .
Company performance (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 695,736,000 | 566,492,000 | 508,520,000 |
| EBITDA ($) | 79,622,000* | 56,880,000* | 62,723,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mauser Packaging Solutions | EVP, General Counsel & Chief Compliance Officer | 2018–2021 | Led global legal/compliance for multinational industrial container business . |
| Mead Johnson Nutrition | SVP, General Counsel & Secretary | 2015–2017 | Guided legal/compliance through acquisition by Reckitt Benckiser . |
| Eastman Kodak Company | General Counsel, Secretary & Chief Administrative Officer; prior Deputy GC/Chief Compliance Officer/Division Counsel/Chief Antitrust Counsel | ~1990s–2015 (21-year career; GC/CAO 2011–2015) | Led legal transformation; broad operational and strategic roles across health and international regions . |
| Independent Consultant | Securities law & corporate governance advisor | 2021–2022 | Advised public companies on governance and securities matters . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Trade Commission | Attorney Advisor to the Chair; Staff Attorney, Bureau of Competition | Early career | Antitrust and competition policy enforcement experience . |
| McKenna, Connor & Cuneo (now Dentons) | Private practice attorney | Pre-FTC | Corporate and regulatory legal practice . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Bonus ($) |
|---|---|---|---|---|
| 2023 | 353,600 | 60% | 212,250 | 0 |
Notes:
- Offer Letter terms (July 2023) set Sheller’s base salary at $359,000, target bonus at 60% of base salary, and target equity at 150% of base salary, subject to future Compensation Committee changes .
Performance Compensation
Annual cash and equity incentives design (Sheller was a named executive officer in 2023; the program evolved in 2024):
- 2023 Management Incentive Bonus (MIB)
- Metric: Adjusted EBITDA (100% weighting); Threshold $112.5M, Target $125.0M, Max $144.0M; Actual 2023 Adjusted EBITDA $88.0M → Payout 0% .
- 2023 Equity Grants (RSUs and SARs)
- RSUs: Granted 3/1/2023; 113,426 unvested shares as of 12/31/2023; vest 25% annually on each grant anniversary .
- SARs: Granted contingent on plan amendment (effective 5/2/2023); 103,618 unexercisable as of 12/31/2023; strike $3.24; vest 25% annually; expire 5/2/2033 .
- 2024 Program Changes (company-wide NEOs; Sheller no longer NEO)
- Annual bonus: Net Sales (50%) + Adjusted EBITDA margin (50%), 0–200% payout .
- Annual equity: RSUs (70% value) + PSUs (30% value); PSUs earned on Adjusted EBITDA (one-year performance), 3-year cliff vest; 2024 PSUs earned at 182.3% of target for NEOs, vesting in 2027 .
Detailed 2023 incentive table:
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (MIB) | Adjusted EBITDA | 100% | $125.0M | $88.0M | 0% | N/A |
| RSUs (Grant 3/1/2023) | Time-based | — | 25%/yr | — | — | Annual pro rata, 4 years |
| SARs (Effective 5/2/2023) | Time-based; in-the-money only | — | 25%/yr | — | — | Annual pro rata, 4 years; strike $3.24; exp. 5/2/2033 |
Equity Ownership & Alignment
Beneficial and derivative holdings (as of the latest disclosures):
| Category | Count / Detail |
|---|---|
| Beneficial ownership shares | 84,357 shares as of 3/6/2024 |
| Options (8/8/2022 grant) | 27,149 exercisable; 81,450 unexercisable; $6.54 strike; exp. 8/8/2032 |
| SARs (5/2/2023 effective) | 103,618 unexercisable; $3.24 strike; exp. 5/2/2033 |
| RSUs (unvested as of 12/31/2023) | 26,758 (8/8/2022 grant, 33.33%/yr vest); 113,426 (3/1/2023 grant, 25%/yr vest) |
| Hedging/pledging | Prohibited by Corporate Governance Guidelines and Securities Trading Policy |
| Ownership guidelines | Execs required to hold stock equal to 100% of base salary; retain 50% of net shares until compliant |
Ownership percentage (approx.): 84,357 shares / 114,988,676 shares outstanding ≈ 0.073% . Hedging/pledging bans mitigate alignment risks .
Employment Terms
- Offer Letter (July 2023):
- Base salary $359,000; target bonus 60% of base salary; target equity 150% of base salary; at-will employment; confidentially, non-compete, and non-solicit agreements; arbitration agreement .
- Severance Plan (Officer Severance Plan, July 2023; through 12/31/2025 unless extended):
- Termination without Cause or resignation for Good Reason: 1x base salary paid over 12 months; COBRA premium coverage during severance period; Compensation Committee discretion to continue vesting during severance period .
- Change in Control (CIC) double-trigger (termination within 12 months of CIC): lump-sum severance (as above) plus full acceleration of all outstanding equity; performance awards vest at target .
- Death/disability: pro-rata vesting of equity; performance awards vest based on actual performance; extended exercise periods for vested options/SARs .
- Clawbacks:
- Dodd-Frank compliant clawback for erroneously awarded incentive compensation upon accounting restatements (three-year lookback) .
- Additional clawback for calculation errors tied to fraud/misconduct/negligence (three-year lookback, post-IPO awards) .
- Trading policy:
- Blackout periods, compliance requirements for Rule 10b5-1 plans; bans on derivatives, short sales, margin, and pledging .
Investment Implications
- Compensation alignment: 2023 cash bonus paid 0% due to missing EBITDA threshold, consistent with pay-for-performance discipline . 2024 design increases sensitivity to profitable growth (Net Sales + Adjusted EBITDA margin), improving line-of-sight and reducing one-metric gaming risk .
- Retention risk: Significant unvested RSUs (time-based) and SARs (time-based) vesting annually through 2026–2027 incentivize continued service; double-trigger CIC terms further retain talent while avoiding single-trigger windfalls . Limited perquisites and no tax gross-ups reduce shareholder-unfriendly optics .
- Insider selling pressure: Annual RSU/SAR vesting creates predictable supply; hedging/pledging prohibitions and stock ownership guidelines (retain 50% of net shares until compliant) dampen near-term disposition risk .
- Execution context: Company revenues declined FY2022→FY2024 while EBITDA remained positive, implying cost actions and mix shift supporting profitability despite demand softness; the 2024 program’s emphasis on margin aligns legal/compliance leadership with disciplined operating execution . EBITDA values are provided by S&P Global.*
Footnote: Values retrieved from S&P Global.*