Suzan Morno-Wade
Latham GroupAbout Suzan Morno-Wade
Seasoned human capital and compensation leader; independent director at Latham Group, Inc. (SWIM) since 2021. Former Executive Vice President and Chief Human Resources Officer at Xerox (Nov 2018–Apr 2024); earlier executive leadership roles at Hess. Education: B.S., University of Illinois; GE Financial Management Program certificate; NACD Directorship Certification (2024). Age 57; currently Chair of SWIM’s Compensation Committee; also an Independent Director and Chair of the Compensation & Leadership Development Committee at Veritiv Holdings, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xerox Holdings Corporation | Executive Vice President & Chief Human Resources Officer | Nov 2018 – Apr 2024 | Led global human capital strategy; C‑suite succession and transformations |
| Hess Corporation | Executive leadership roles | Prior to 2018 | Human capital leadership in global energy sector |
External Roles
| Organization | Role | Tenure | Committee(s) |
|---|---|---|---|
| Veritiv Holdings, Inc. | Independent Director; Chair, Compensation & Leadership Development Committee | Current (as disclosed) | Compensation & Leadership Development (Chair) |
Board Governance
| Item | Details |
|---|---|
| SWIM Board independence | Board determined Morno‑Wade is independent under Nasdaq; SWIM is a “controlled company,” but maintains a majority‑independent board and fully independent Compensation and Nominating/Governance committees |
| Committee assignments | Compensation Committee (Chair) |
| Committee composition (2024) | Compensation Committee meetings: 6; members included Morno‑Wade (Chair), James E. Cline, and William M. Pruellage |
| Attendance | All current directors attended ≥75% of Board/committee meetings in 2024 |
| Executive sessions | Regular executive sessions of non‑management directors; at least annual session of independent directors |
| Board structure | Independent, non‑executive Chair; majority independent directors; fully independent standing committees |
Governance nuance: The Compensation Committee includes William M. Pruellage, Managing Partner at Pamplona (SWIM’s principal stockholder), whom the Board deems independent; Pamplona retains director designation rights under the Stockholders’ Agreement—a potential perceived influence to monitor despite formal independence determinations .
Fixed Compensation
| Component (Non‑Employee Directors – 2024) | Amount (USD) |
|---|---|
| Annual cash retainer (director) | $75,000 |
| Committee Chair fees | Compensation Chair: $15,000; Audit Chair: $20,000; N&G Chair: $10,000 |
| Annual equity retainer (RSUs) | $95,000 for non‑employee directors (one‑year vest); $125,000 for Board Chair |
| Vesting mechanics | Director RSUs vest on first anniversary of grant date |
| Ownership guidelines | Directors: 3× annual cash retainer; all non‑management directors compliant or within phase‑in |
2024 Actual Director Compensation – Suzan Morno‑Wade
| Year | Cash Fees | Stock Awards (RSUs) | Total |
|---|---|---|---|
| 2024 | $90,000 | $94,999 | $184,999 |
Performance Compensation
- Directors do not receive performance‑based pay; equity is time‑based RSUs with one‑year vesting .
- As Compensation Committee Chair, Morno‑Wade oversees executive pay tied to rigorous financial metrics with capped payouts and clawbacks .
Key 2024 Executive Incentive Metrics (as overseen by the Compensation Committee)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Net Sales ($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 |
| Blended Annual Bonus Outcome | — | — | — | — | — | 144.0% of target |
PSU Program (2024 grant; 1‑year performance, 3‑year cliff vest)
| Metric | Weight | Threshold ($mm) | Target ($mm) | Max ($mm) | 2024 Actual | Earned PSUs (as % of target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 100% | 41.0 | 65.0 | 80.0 | 80.2 | 182.3% |
Clawbacks and Risk Controls
- Dodd‑Frank compliant recoupment policy for erroneously awarded incentive comp; separate clawback for calculation errors or misconduct; prohibition on hedging/pledging; minimum vesting standards; no tax gross‑ups; no option/SAR repricing without shareholder approval .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Veritiv Holdings, Inc. | Independent Director; Chair of Compensation & Leadership Development Committee | No SWIM‑specific related‑party transactions disclosed; monitor any future commercial ties if they arise |
| Pamplona influence (stockholder) | — | Pamplona holds 44.78% of shares and has director nomination rights; a Pamplona managing partner sits on Compensation Committee, though deemed independent by the Board |
Expertise & Qualifications
- Deep CHRO experience across technology, industrial, consumer goods, and energy; led C‑suite succession, transformations, and activism situations; enhances board oversight of human capital and pay practices .
- Education and credentials: B.S. University of Illinois; GE FMP certificate; NACD Directorship Certification (2024) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | RSUs Outstanding at 12/31/2024 |
|---|---|---|---|
| Suzan Morno‑Wade | 96,257 | <1% | 36,538 |
- Stock ownership guidelines: Directors must hold 3× annual cash retainer; all non‑management directors compliant or within phase‑in period .
- Hedging/pledging: Prohibited by policy; blackout controls and 10b5‑1 compliance in place .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Link |
|---|---|---|
| May 2, 2025 | May 1, 2025 | https://www.sec.gov/Archives/edgar/data/1761233/000141588925011780/xslF345X05/form4-05022025_080509.xml |
| May 3, 2024 | May 3, 2024 | https://www.sec.gov/Archives/edgar/data/1833197/000141588924012228/xslF345X05/form4-05032024_090501.xml |
Notes: Company IR also hosts the 2025 filing summary and PDF copies for convenience. These appear to reflect routine director equity transactions aligned with the annual grant cycle and policy timing (first trading day post‑blackout), but investors should review the XML for grant sizes and vesting details.
Governance Assessment
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Strengths
- Independent director with deep human capital/compensation expertise; chairs a fully independent Compensation Committee at SWIM and at another issuer, reinforcing pay‑for‑performance rigor .
- Clear incentive architecture (revenue and margin for cash bonuses; Adjusted EBITDA for PSUs) with capped payouts, formal adjustment policy, and robust clawbacks; ownership guidelines drive alignment .
- Attendance and engagement thresholds met; independent chair; regular executive sessions; independent standing committees despite controlled‑company status .
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Watch items / potential red flags
- Controlled‑company context and Stockholders’ Agreement grant significant influence to Pamplona; Compensation Committee includes a Pamplona managing partner (deemed independent), which may raise perceived independence concerns for some investors—monitor committee decisions and pay outcomes for bias signals .
- Adjusted metrics usage necessitates scrutiny of adjustment policy application; 2024 outcomes show maximum payout on margin component and 182.3% PSU earn‑out—investors should track consistency and transparency of adjustments over time .
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Alignment signals
- Director equity paid in RSUs with holding requirements; anti‑hedging/pledging controls; beneficial ownership stake and outstanding RSUs support alignment with shareholders .