William M. Pruellage
Latham GroupAbout William M. Pruellage
Independent Class II director of Latham Group, Inc. (SWIM), age 51, serving on the Board since December 2020 (previously Latham Pool Products board since December 2018). Managing Partner at Pamplona Capital Management since 2018; joined Pamplona in 2014 after senior leadership at private equity firm Castle Harlan and prior M&A banking at Merrill Lynch. Board determined he is independent under Nasdaq rules; he serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pamplona Capital Management | Managing Partner | 2018–present | Private equity leadership; board designee to SWIM under Stockholders’ Agreement |
| Pamplona Capital Management | Senior roles prior to Managing Partner | Joined 2014 | Investment oversight and portfolio governance |
| Castle Harlan, Inc. | Co-President | Employed since 1997 | PE leadership; portfolio board service |
| Merrill Lynch | M&A banker | Prior to 1997 | Transaction execution experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Loparex | Director | N/A | Private company; engineered films |
| BFG Supply | Director | N/A | Private company; green industry distribution |
| CSC ServiceWorks, Inc. | Director | N/A | Private company; commercial laundry/air vending |
| BakeMark | Director | N/A | Private company; baking ingredients |
| Veritext | Director | N/A | Private company; legal services |
| nThrive (Savista) | Director | N/A | Private company; healthcare payment solutions |
| Lumos Networks (Nasdaq: LMOS) | Director | N/A | Public company; broadband |
| Exterran (NYSE: EXTN) | Director | N/A | Public; oil and gas (historical) |
| Universal Compression (NYSE: UCO) | Director | N/A | Public; compression equipment (historical) |
| Ames True Temper; GoldStar Foods; Pretium Packaging; Securus; RathGibson; Baker & Taylor; Verdugt Specialty Chemicals; Anchor Drilling Fluids | Director | N/A | Various private/industry roles (historical) |
Board Governance
- Independence: Board determined Pruellage and the Compensation Committee members meet Nasdaq and SEC independence standards; SWIM is a “controlled company” but maintains fully independent standing committees .
- Committee assignments: Member, Compensation Committee; 2024 Compensation Committee met 6 times; Board met 6 times .
- Attendance: Each current director attended at least 75% of aggregate Board and committee meetings in 2024; directors regularly hold executive sessions, with independent directors meeting at least annually .
- Controlled company/nomination rights: Pamplona has board nomination rights via Stockholders’ Agreement; current Pamplona designees include Pruellage (and Dellaquila, Laven, Pratt) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Directors affiliated with Principal Stockholders do not participate; Pruellage waived non-employee director compensation |
| Committee chair fees | $0 | Not a chair; chairs receive $20k (Audit), $15k (Comp), $10k (NCG) |
| Committee membership fees | $0 | No separate member fees disclosed |
| Annual equity retainer (RSUs) | $0 | Pruellage waived; typical non-employee director grant was $95k in RSUs vesting on first anniversary |
Performance Compensation
| Element | Metrics | 2024 Outcome |
|---|---|---|
| Director equity awards | None (time-based RSUs only) | Not applicable to Pruellage (waived); director RSUs vest on first anniversary of grant date |
Other Directorships & Interlocks
| Company | Relationship to SWIM | Interlock risk |
|---|---|---|
| Pamplona Capital Partners V, L.P. | Principal stockholder with 44.78% ownership; nomination rights; expense reimbursement < $0.1m in 2024 | High governance interlock; potential influence via designee status |
| Multiple Pamplona portfolio companies (see External Roles) | No disclosed SWIM transactions | Limited direct transaction exposure disclosed; related-party oversight via Audit Committee policy |
Expertise & Qualifications
- Extensive private equity leadership and board governance across multiple sectors; prior M&A banking background .
- Financial and strategic oversight skills; experience on boards of public companies (Lumos Networks, Exterran, Universal Compression) .
- B.S., summa cum laude, in Finance and International Business, Georgetown University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| William M. Pruellage | — | <1% | No personal beneficial ownership reported |
| Pamplona Funds | 51,845,685 | 44.78% | Principal stockholder; managers/advisors disclosed; principals Halsted and Knaster noted; reimbursement of monitoring expenses < $0.1m in 2024 |
| Pledging/Hedging | Prohibited | — | Company policy prohibits hedging/pledging for directors/officers/employees |
| Ownership guidelines | 3x annual cash retainer for directors | In compliance or phase-in for all non-management directors | Group-level compliance reported; directors must retain 50% of vested shares until threshold met |
Governance Assessment
- Alignment: Pruellage waived all director fees and equity, minimizing direct pay conflicts; however, he is a Pamplona designee and Managing Partner while Pamplona controls 44.78%—a strong influence channel without personal share ownership .
- Committee role: Serving on fully independent Compensation Committee that sets executive pay and director compensation policies; independent consultant engaged, clawback policies in place; reduces pay-risk concerns .
- Engagement: Board/committee cadence and attendance threshold met; executive sessions held regularly; independent Chair governance structure .
- Related-party exposure: Stockholders’ Agreement (nomination rights, committee observer rights), registration rights, and reimbursement of monitoring expenses (<$0.1m) represent ongoing controlled-company dynamics; Audit Committee policies govern related party transactions .
RED FLAGS
- Controlled company governance with Pamplona nomination rights; Pruellage is a Pamplona designee—potential perceived independence and influence concerns despite formal independence under Nasdaq rules .
- Registration rights and expense reimbursement to principal stockholders create recurring related-party touchpoints (albeit small in 2024) .
Mitigants
- Fully independent standing committees; independent compensation consultant; robust clawback and anti-hedging/pledging policies; annual board/committee self-evaluations and regular executive sessions bolster governance quality .