Scott M. Rajeski
Latham GroupAbout Scott M. Rajeski
Scott M. Rajeski, age 58, is President & Chief Executive Officer (since October 2017) of Latham Pool Products and has served as CEO and Director of Latham Group, Inc. since December 2020. He previously was Latham’s CFO/Vice President (2012–2017), Director of Finance at GlobalFoundries (2009–2012), CFO—Americas at Momentive Performance Materials/GE Silicones (2004–2009), and held various finance roles at GE (1991–2003). He holds a BS in mathematics (SUNY Potsdam), an MBA (Clarkson University), completed GE’s Executive Finance Leadership and Finance Management Programs, and is a Six Sigma Black Belt .
2024 performance: net sales $508.5 million, Adjusted EBITDA $80.2 million, and Adjusted EBITDA margin 15.8%; the company reported a net loss of $17.9 million and ended 2024 with cash of $56.4 million . Since IPO (4/23/2021) through 12/31/2024, Latham’s cumulative total return moved from $100 to $25.54 on the company’s performance graph baseline .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Latham Pool Products | CFO & Vice President | 2012–2017 | Senior finance leadership prior to CEO role |
| Latham Pool Products / Latham Group, Inc. | President & CEO; Director | 2017–present (CEO), Director since Dec 2020 | “Experience building and leading our business”; insight into corporate matters |
| GlobalFoundries | Director of Finance | 2009–2012 | Finance leadership in semiconductor manufacturing |
| Momentive Performance Materials/GE Silicones | CFO—Americas | 2004–2009 | Regional CFO leadership |
| General Electric | Various finance roles | 1991–2003 | Completed executive finance programs; Six Sigma Black Belt |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public-company board service disclosed in biography |
Fixed Compensation
| Component (2024 CEO) | Value/Policy |
|---|---|
| Base Salary | $465,000 |
| Target Annual Cash Bonus | 100% of base salary ($465,000) |
| Target Annual Equity Awards | 250% of base salary ($1,162,500) |
Performance Compensation
2024 Annual Cash Bonus Plan (Management Incentive Bonus Plan)
| Metric | Weight | Threshold | Target | Maximum | Actual Performance | Payout for Metric |
|---|---|---|---|---|---|---|
| Net Sales ($mm) | 50% | $410.1 | $512.7 | $563.9 | $508.5 | 88.0% of target |
| Adjusted EBITDA Margin (%) | 50% | 10.0 | 12.7 | 14.2 | 15.8 | 200.0% of target |
- Aggregate annual bonus payout: 144.0% of target based on equal weighting (Net Sales 88.0% and Adjusted EBITDA margin 200.0%); Scott M. Rajeski earned $669,600 .
- Non-GAAP policy: objective adjustment excludes M&A/divestiture impacts on Net Sales and Adj. EBITDA margin .
2024 Annual Equity Awards
| Grant Type | Grant Date | Grant Value ($) | Shares Granted/Earned | Vesting |
|---|---|---|---|---|
| RSUs | Mar 15, 2024 | $813,750 (70% of $1,162,500) | 283,537 RSUs | Four-year annual pro rata vesting |
| PSUs (Target) | Mar 15, 2024 | $348,750 (30% of $1,162,500) | 121,516 target PSUs | 1-year performance period; 3-year cliff vest |
| PSUs (Earned) | Performance Period FY2024 | — | 221,524 PSUs earned at 182.3% payout on Adjusted EBITDA (actual $80.2mm vs max scale) | Remain subject to 3-year cliff vest |
- PSU payout scale (Adjusted EBITDA): Threshold $41.0mm; Target $65.0mm; Maximum $80.0mm .
- Adjusted EBITDA 2024 actual: $80.2mm; payout 182.3% .
Option/SAR Awards Outstanding (as of 12/31/2024)
| Award | Grant Date | Exercisable (#) | Unexercisable (#) | Strike | Expiration |
|---|---|---|---|---|---|
| Stock Options | Apr 22, 2021 | 103,911 | 34,638 | $19.00 | Apr 22, 2031 |
| Stock Options | Mar 3, 2022 | 86,140 | 86,141 | $15.69 | Mar 3, 2032 |
| SARs | May 2, 2023 | 35,509 | 166,529 | $3.24 | May 2, 2033 |
- Option/SAR vesting: 25% annually on grant anniversaries (SARs Mar 1, 2023 schedule; options per grant date) .
- RSUs: 25% annually (four-year) .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 4,550,513 |
| % of Shares Outstanding | 3.93% (out of 115,776,595) |
| Direct/Common via LLC | 62,950 (direct) + 4,077,901 (Scott Rajeski Family, LLC) |
| RSUs vesting within 60 days of 3/5/2025 | 70,884 shares |
| Vested Options/SARs | 304,140 shares underlying vested options/SARs |
| Options/SARs exercisable within 60 days of 3/5/2025 | 34,638 shares |
| Unvested RSUs (as of 12/31/2024) | 182,292 (3/1/2023 grant) [$1,268,752] and 283,537 (3/15/2024 grant) [$1,973,417], valued at $6.96/share |
| PSUs earned (unvested) | 221,524 PSUs; market value $1,541,807 at $6.96/share |
| Ownership Guidelines | CEO must hold ≥300% of base salary; executives/directors retain 50% of net shares until compliant; execs are in compliance or within phase-in |
| Hedging/Pledging | Prohibited for directors/executives; 10b5-1 compliance and blackout periods governed by Securities Trading Policy |
Employment Terms
- Offer Letter (July 2023) standardization: at-will; confirms base salary $465,000, target bonus 100% of base, target equity 250% of base; requires Confidentiality, Non-Competition, Non-Solicitation and binding arbitration agreements .
- Severance Plan (adopted July 2023; expires 12/31/2025 unless extended):
- Without change in control: CEO 1.5x base salary paid over 18 months; company-paid COBRA; potential continued vesting during severance period at Committee discretion .
- With change in control (double-trigger within 12 months): lump-sum severance as above; full acceleration of all equity awards; performance-based awards vest at target .
- Death/Disability: pro rata vesting of equity based on service months; performance awards vest based on actual performance .
- Clawbacks: Dodd-Frank-compliant recovery policy for financial restatements and an additional policy for calculation errors tied to fraud/misconduct; 3-year recovery lookback .
- Perquisites/Benefits: Limited; 401(k) employer match equals 50% of first 6% employee contribution (max 3% employer match) .
- No tax gross-ups; no single-trigger vesting; no hedging/pledging; no repricing of underwater options/SARs without stockholder approval .
Board Governance
- Role: Director (Class II; term expiring 2026); not independent .
- Committees: None (does not serve on standing committees) .
- Board leadership: Independent Chair (James E. Cline); regular executive sessions of non-management directors and annual independent director session .
- Attendance/Activity: Board held six meetings in 2024; each current director attended ≥75% of Board/Committee meetings; directors expected to attend annual meetings .
- Controlled company status: majority voting power held by Principal Stockholders; Board/committee independence currently satisfied; fully independent standing committees in place .
- Director compensation: As an employee director, Rajeski receives no director compensation; director program applies to non-employee directors only .
Compensation Committee Analysis and Peer Group
- Independent consultant: Pearl Meyer re-engaged; no conflicts; provided peer benchmarking, incentive design advice, and market/trend analysis .
- Peer group (2024 benchmarking): AAON, Clarus, Escalade, Hayward Holdings, Johnson Outdoors, Lifetime Brands, Marine Products, MasterCraft Boat Holdings, Solo Brands, Traeger, The AZEK Company, Trex; data used as one input, not to target specific percentiles .
Director Compensation (context)
- Non-employee director retainers (2024): Chair cash $125,000 and equity $125,000; other directors cash $75,000 and equity $95,000; committee chair fees: Audit $20,000, Compensation $15,000, Nominating $10,000 .
- Director ownership guidelines: 3x annual cash retainer; compliance or phase-in confirmed .
Performance & Track Record
- 2024 Business: Net sales $508.5m; Adjusted EBITDA $80.2m; and cash balance $56.4m; gross margin expansion and execution on lean/value engineering; acquisition of Coverstar Central to expand safety cover channel and builder access .
- Stock performance: cumulative total return baseline moved from $100 at IPO (4/23/2021) to $25.54 at 12/31/2024 (company performance graph) .
- Strategic priorities: Sand States expansion; mix shift to fiberglass; margin expansion via productivity; vertical integration of safety covers; digital/lead-generation investments .
Risk Indicators & Red Flags
- Legal proceedings: none material disclosed .
- Capital structure/governance: Principal Stockholders collectively own ~57.7% and hold director nomination rights via Stockholders’ Agreement; governance implications for independence and control .
- No repricing of underwater options/SARs without stockholder approval; prohibitions on hedging/pledging; clawbacks in place .
Investment Implications
- Pay-for-performance alignment: CEO bonus tied 50% to Net Sales and 50% to Adjusted EBITDA margin with capped payouts; annual equity shifted toward PSUs (performance-based) with 3-year cliff vesting; 2024 PSUs earned at 182.3% on strong Adj. EBITDA execution .
- Retention and selling pressure: Annual RSU grants vest pro rata each year (e.g., March 15 grants), creating predictable vesting supply; trading policy enforces blackout periods/Rule 10b5-1 compliance, reducing opportunistic selling risk .
- Alignment via ownership: 3.93% beneficial stake and stringent ownership guidelines (≥300% salary for CEO) support alignment; hedging/pledging prohibitions further reduce misalignment risk .
- Change-of-control economics: Double-trigger structure with equity acceleration (PSUs at target) balances retention with potential transaction outcomes; absence of tax gross-ups is shareholder-friendly .
- Governance context: Controlled company status with independent chair and fully independent committees mitigates some dual-role concerns (CEO + Director); Rajeski is not independent and serves on no committees, preserving committee independence .