You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Hayward Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 2022 (the “Annual Meeting”), to be held virtually via live webcast on Thursday, May 18, 2023 at 9:00 a.m. (Eastern Time). You can attend and participate in the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/HAYW2023.

We have decided to hold the Annual Meeting virtually again, as we believe doing so helps to expand access, facilitate stockholder attendance, reduce costs and enable improved communication. It also reduces the environmental impact of our Annual Meeting.

At the Annual Meeting you will be asked to (i) elect three Class II director nominees to serve until our 2026 annual meeting of the stockholders, (ii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023 and (iii) transact such other business as may properly come before the Annual Meeting or any postponements, adjournments or continuations thereof.

Your vote is important to us. Whether or not you plan to participate in the Annual Meeting, it is important that your shares be represented and voted. We encourage you to vote promptly and submit your proxy via the internet, by telephone, or by completing and mailing a proxy card. Instructions on how to vote are found in the section entitled “Q&A—How do I Vote” in the Proxy Statement.

Lastly, I would like to acknowledge and thank Timothy Walsh for his service and contributions to our Company as a member of our board of directors. Mr. Walsh is not standing for reelection as a director at the end of his current term at the Annual Meeting. The Company has benefited from his experience and expertise, and we express our sincere appreciation for his leadership since he became a director in June 2017.

On behalf of the Company and the board of directors, we thank you for your continued support and investment in Hayward Holdings, Inc.

You can attend and participate in the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ HAYW2023. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials (the “Notice”) or proxy card to access the Annual Meeting platform. Smart phone users can point your camera to the QR code provided in your Notice and vote without entering a control number.

Our board of directors has fixed the close of business on March 20, 2023 as the record date (the “Record Date”) for the Annual Meeting. Only stockholders of record as of the Record Date are entitled to notice of and to vote at the Annual Meeting. Each share of common stock that you own represents one vote for each of the matters to be acted upon at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

We are again electronically disseminating Annual Meeting materials to our stockholders, as permitted under the “Notice and Access” rules approved by the U.S. Securities and Exchange Commission. Stockholders will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred. We encourage you to review these materials for the Annual Meeting.

You are receiving this proxy statement and the accompanying form of proxy in connection with the solicitation of proxies by board of directors of Hayward Holdings, Inc., a Delaware corporation, for use at the 2023 annual meeting of stockholders (the “Annual Meeting”) and any postponements, adjournments or continuations thereof. In this proxy statement, the terms “Hayward,” “the Company,” “we,” “us” and “our” refer to Hayward Holdings, Inc. “Fiscal Year 2022” refers to the year ended December 31, 2022. The mailing address of our principal executive offices is 1415 Vantage Park Drive, Suite 400, Charlotte, North Carolina 28203.

This Proxy Summary highlights selected information related to our 2023 Annual Meeting of Stockholders (the “Annual Meeting”), corporate governance, and Fiscal Year 2022 financial performance. For more information about these topics, please see the remainder of this proxy statement and our 2022 Annual Report (the “2022 Annual Report”).

For more information about how to vote on the proposals and attend and participate in the Annual Meeting, see “Q&A — Information About the Proxy Materials and Our Annual Meeting” in this Proxy Statement.

Stockholders will also transact any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

On April 7, 2023, proxy materials or a Notice of Internet Availability for the Annual Meeting (the “Notice”) were first made available on the internet at www.proxyvote.com and mailed to our stockholders.

The information provided in the “question and answer” format below is for your convenience only and summarizes certain of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

We will be hosting the Annual Meeting via live webcast only. We believe hosting our Annual Meeting virtually helps to expand access, facilitate stockholder attendance, reduce costs and enable improved communication. It also reduces the environmental impact of our Annual Meeting. To participate in our virtual Annual Meeting, visit www.virtualshareholdermeeting.com/HAYW2023 with your 16-digit control number included in the Notice if you are a stockholder of record of shares of common stock (or on your proxy card if you are a stockholder of record and requested paper copies of the Annual Meeting materials), or included with your voting instructions received from your broker, bank or other nominee if you are a street name stockholder, as described below.

The Annual Meeting live webcast will begin promptly at 9:00 a.m., Eastern Time, on Thursday, May 18, 2023. Stockholders may vote and submit questions while attending the meeting online. We encourage you to access the meeting prior to the start time. Online check-in will begin at 8:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. Participants should allow plenty of time to log in and confirm that they can hear streaming audio prior to the start of the virtual Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number: 844-986-0822 (U.S.) or +1-303-562-9302 (international).

Other than the two items of business described in this proxy statement, we are not aware of any other business to be acted upon at the Annual Meeting. You may be asked to consider any other business that properly comes before the Annual Meeting.

Pursuant to the instructions to Rule 14a-21 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), because we ceased to be an “emerging growth company” within the first two years following our initial public offering of common stock (the “IPO”), we are not required to hold an advisory vote to approve the compensation of our named executive officers (a “Say-on-Pay Vote”) at this annual meeting. It is expected that the first Say-on-Pay Vote will occur at the 2024 annual meeting of stockholders.

Holders of our common stock, par value $0.001 (our “common stock”), as of the close of business on the Record Date will be entitled to one vote for each share of our common stock held by them on the Record Date with respect to all matters to be acted upon at the Annual Meeting. As of the Record Date, there were 212,771,569 shares of our common stock outstanding and entitled to be voted at the Annual Meeting, which does not include 28,666,369 shares held by the Company in treasury.

If shares of our common stock are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy and indicate your voting choices directly to the individuals listed on the proxy card or to vote virtually at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares in the manner provided in the voting instructions you receive from your broker, bank or other nominee. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Street name stockholders are also invited to attend the virtual Annual Meeting. However, because a street name stockholder is not the stockholder of record, you may not vote your shares of our common stock virtually at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

Voting results will be tabulated and certified by the inspector of election appointed for the Annual Meeting.

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting and conduct business under our bylaws and Delaware law. The presence in person (by means of remote communication) or represented by proxy of the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote on a matter at the Annual Meeting will constitute a quorum for that matter at the Annual Meeting. Abstentions and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

If you are a stockholder of record, there are four ways to vote:

VOTING VIA THE INTERNET OR BY TELEPHONE IS FAST AND CONVENIENT, AND YOUR VOTE IS IMMEDIATELY CONFIRMED AND TABULATED. VOTING EARLY WILL HELP AVOID ADDITIONAL SOLICITATION COSTS AND WILL NOT PREVENT YOU FROM VOTING ELECTRONICALLY DURING THE ANNUAL MEETING IF YOU WISH TO DO SO.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to direct your broker, bank or other nominee on how to vote your shares. As discussed above, if you are a street name stockholder, you may not vote your shares electronically at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time by:

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

Proxies are solicited by and on behalf of our board of directors. Kevin Holleran (our President and Chief Executive Officer) and Susan Canning (our Senior Vice President, Chief Legal Officer and Secretary) have been designated as proxy holders by our board of directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of the board of directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is postponed, adjourned or continued, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this proxy statement and our 2022 Annual Report, primarily via the Internet. The Notice containing instructions on how to access this proxy statement and our 2022 Annual Report is first being mailed on or about April 7, 2023 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and the cost of our annual meetings of stockholders.

The Company is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers, banks and other nominees for reasonable expenses that they incur in sending the Notice and our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

Brokers, banks and other nominees holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker, bank or other nominee will have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for our fiscal year ending December 31, 2023. Your broker, bank or other nominee will not have discretion to vote on the election of directors or the frequency of future stockholder advisory votes to approve the compensation of the named executive officers, which are “non-routine” matters, absent direction from you. If the broker, bank or other nominee that holds your shares in street name returns a proxy card without voting on a non-routine proposal because it did not receive voting instructions from you on that proposal, this is referred to as a “broker non-vote.” Broker non-votes are considered in determining whether a quorum exists at the Annual Meeting. The effect of broker non-votes on the outcome of each proposal to be voted on at the Annual Meeting is explained above.

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

The rules promulgated by the SEC permit companies, brokers, banks or other intermediaries to deliver a single copy of proxy materials, or, where applicable, the Notice, to households at which two or more stockholders reside. Each stockholder, however, still receives a separate proxy card if he or she receives paper copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources. Stockholders sharing an address who have been previously notified by their broker, bank or other nominee and have consented to householding will receive only one copy of our proxy statement and Annual Report or Notice of Internet Availability of Proxy Materials. If you would like to opt out of this practice for future mailings and receive a separate proxy statement and annual report to stockholders or Notice of Internet Availability of Proxy Materials for each stockholder sharing the same address, please contact your broker, bank or other nominee.

You may also obtain a separate proxy statement or Annual Report or Notice of Internet Availability of Proxy Materials without charge by sending a written request to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or by calling Broadridge’s Householding Department at 866-540-7095. Additional copies of the proxy statement or annual report or Notice of Internet Availability of Proxy Materials will be sent promptly upon receipt of such request. Stockholders sharing an address that are receiving multiple copies of the proxy statement or Annual Report or Notice of Internet Availability of Proxy Materials can request delivery of a single copy of future proxy statements or annual reports or Notices of Internet Availability of Proxy Materials by contacting their broker, bank or other nominee or sending a written request to Broadridge Householding Department at the address above or by calling 866-540-7095.

As prescribed by Rule 14a-8 under the Exchange Act, qualifying stockholders may present proper proposals for inclusion in our proxy statement for consideration at next year’s annual meeting of stockholders. For a Rule 14a-8 stockholder proposal to be timely and considered for inclusion in our proxy statement for our 2024 annual meeting of stockholders, the proposal must comply with all applicable requirements of Rule 14a-8, including with respect to ownership of our common stock, and our Corporate Secretary must receive the written proposal at our principal executive offices by the deadline prescribed by Rule 14a-8 under the Exchange Act (provided that the 2024 Annual Meeting is not held more than 30 days from the first anniversary of the 2023 Annual Meeting, the applicable deadline will be December 9, 2023). Stockholder proposals should be addressed to: Hayward Holdings, Inc., Attention: Corporate Secretary, at the mailing address of our principal executive offices.

If a stockholder who has notified us of his, her or its intention to present a Rule 14a-8 stockholder proposal at an annual meeting does not appear and a qualified representative of that stockholder does not appear to present his, her or its proposal at such annual meeting, such proposal shall be disregarded and we are not required to present the proposal for a vote at such annual meeting.

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proper proposal, including director nominations, before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Any such advance notice stockholder proposal, including director nominations, must comply with all of the requirements set forth in our certificate of incorporation, our bylaws and applicable laws, rules and regulations. Our bylaws provide that, for business to be properly brought before an annual meeting by a stockholder, (i) the stockholder must be a stockholder of record at the time of the giving of the notice and at the time of the meeting, (ii) the stockholder must be entitled to vote at, and must be present at, the meeting, (iii) the business must be a proper matter for stockholder action and (iv) the stockholder must give timely written notice to our

Corporate Secretary, which notice must contain the information specified in our bylaws. For an advance notice stockholder proposal, including director nominations, to be timely for our 2024 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices at the address listed above:

In the event that we hold our 2024 annual meeting of stockholders more than 30 days before or after the one-year anniversary of the Annual Meeting, notice of an advance notice stockholder proposal must be received on or before ten days after the day on which the date of the 2024 annual meeting is first disclosed in a public announcement.

If a stockholder who has notified us of his, her or its intention to present an advance notice stockholder proposal, including director nominations, at an annual meeting does not appear and a qualified representative of that stockholder does not appear to present his, her or its proposal at such annual meeting, such proposal shall be disregarded and we are not required to present the proposal for a vote at such annual meeting, notwithstanding that proxies in respect of such vote may have been received by us.

You are advised to review our bylaws, which contain additional requirements regarding advance notice stockholder proposals, including director nominations.

A copy of our amended bylaws is available via the SEC’s website at https://www.sec.gov as Exhibit 3.1 to our Current Report on Form 8-K dated January 13, 2023. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

We are managed under the direction of our board of directors, which is currently composed of 12 members. The authorized number of directors comprising our board of directors may not be less than three or not more than fifteen, with the actual number to be fixed from time to time by resolution of our board of directors, subject to the terms of our certificate of incorporation and bylaws. Effective as of the commencement of the Annual Meeting, the size of our board of directors will be reduced to 11 members.

Our certificate of incorporation provides for a board of directors comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our board of directors is divided among the three classes as follows:

Our directors’ comprehensive set of skills and diverse backgrounds are designed to enable effective oversight of our business strategy and our corporate governance practices. Our continuing directors and nominees consist of individuals with a diversity of gender, ethnicity, skills and experiences, with directors who identify as female representing approximately 18% of the board and directors who identify as racially diverse representing approximately 9% of the board. The average tenure for our continuing directors and nominees is approximately 3.8 years.

The following table sets forth the names, ages as of April 7, 2023, and certain other information for each nominee for election as a director at the Annual Meeting, for each member of our board of directors whose term expires at the Annual Meeting and for each of the continuing members of our board of directors. Full biographical information of the nominees and continuing directors follows the table.

Our board of directors is currently composed of 12 members. In accordance with our certificate of incorporation, our board of directors is divided into three classes of directors. At the Annual Meeting, three Class II directors will be elected for a three-year term to succeed the Class II directors whose term is then expiring. Timothy Walsh, a Class II director, is not being nominated for re-election. Effective as of the commencement of the Annual Meeting, the size of our board of directors will be reduced to 11 members. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, disqualification or removal.

Our nominating and corporate governance committee has recommended, and our board of directors has approved, Kevin Brown, Mark McFadden and Arthur Soucy as nominees for election as Class II directors at the Annual Meeting. If elected, each of Messrs. Brown, McFadden, and Soucy will serve as Class II directors until our 2026 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation, disqualification or removal. Each of the nominees is currently on the board of directors and has agreed to serve if elected. For information concerning the nominees, please see “Board of Directors—Nominees for Director.”

If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of each of Messrs. Brown, McFadden, and Soucy. In the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker, bank or other nominee, your broker, bank or other nominee will not vote your shares on this matter.

Our certificate of incorporation and bylaws state that, to be elected, a nominee must receive a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors at the Annual Meeting, which means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Broker non-votes will not count in determining the outcome of the election of directors. Our Corporate Governance Guidelines further state that, in the event of an uncontested director election (such as this director election), where the votes “withheld” from a director nominee’s election exceed the votes cast “FOR” that nominee’s election, such nominee shall be required to submit his or her resignation to the board of directors for its consideration. The board of directors will then have the opportunity to determine whether to accept or reject such tendered resignation.

We are committed to operating with integrity and accountability. Our corporate governance policies set clear expectations and responsibilities for our leaders, employees and business partners to enable us to conduct our operations in a manner that is consistent with the highest standards of business ethics and accountability. Highlights of our corporate governance practices include the following:

In alignment with our core value of always striving to be better today than yesterday, we are committed to building on our strengths and improving how we measure and monitor our progress on our ESG-related initiatives. Our board of directors oversees corporate social responsibility and sustainability, including ESG-related strategies, policies and disclosures, see “Role of the Board in ESG Oversight” below.

As a leading provider of environmentally friendly and energy efficient products, we believe that creating stockholder value requires embedding sustainability throughout our business operations. Hayward is committed to maintaining a healthy environment for the well-being of our people and our business and building a foundation for a sustainable and strong economy. Technology is playing an ever more significant role in tackling climate change; we strive to continuously provide environmentally friendly, innovative and energy efficient products without compromising our planet, our people or our principles.

In 2022, we formalized our ESG framework following our inaugural ESG assessment to build the foundations of our principle-based approach to integrating ESG throughout our business. We established four pillars to guide our strategy and implementation of ESG initiatives: Products, People, Planet and Principles. Our ESG strategy champions our core environmental, social and governance values: we are committed to providing innovative and environmentally sustainable products, upholding responsible manufacturing practices, fostering a safe and inclusive workplace and maintaining strong governance and compliance practices.

Building on our ESG framework, we are currently in the process of refining our data collection processes and setting goals for our priority ESG topics. We are committed to establishing specific, measurable, achievable, relevant and time-bound goals despite the challenges that we may encounter throughout the process. The goals we establish will be instrumental in helping us reduce environmental impact while creating long-term value for our stockholders, customers, employees and the communities in which we operate.

Hayward’s ESG strategy is overseen by our board of directors through the nominating and corporate governance committee. Our ESG steering committee comprises members of the senior leadership team and meets on a monthly cadence to oversee our ESG efforts.

Our board of directors is responsible for the supervision and oversight of our business affairs. In executing this responsibility, our board of directors establishes corporate policies, sets strategic direction and oversees management. Our board of directors has not adopted a formal policy with respect to the separation of the offices of Chief Executive Officer and Chairperson of the Board. It is our board of directors’ view that rather than having a rigid policy, our board of directors should determine, as and when appropriate upon consideration of all relevant factors and circumstances, whether the two offices should be separate. Currently, our leadership structure separates the offices of Chief Executive Officer and Chairperson of the Board, with Mr. Holleran serving as our Chief Executive Officer and Mr. Felice serving as non-executive Chairperson of the Board. We believe this is appropriate as it provides Mr. Holleran with the ability to focus on our day-to-day operations, while Mr. Felice focuses on the oversight by our board of directors.

During Fiscal 2022 and until March 3, 2023 (the “Trigger Date”), we were a “controlled company” within the meaning of the New York Stock Exchange’s (“NYSE”) corporate governance standards because more than 50% of the voting power of our common stock was held by investment funds affiliated with CCMP, MSD (collectively, our “Sponsors”) and Alberta Investment Management Corp. (“AIMCo”), which are parties to a stockholders agreement with respect to their ownership of our common stock. See “Related Person Transactions—Amended and Restated Stockholders Agreement.” Under these corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or other company is a “controlled company” and may elect not to comply with certain corporate governance standards, including the requirements (1) that a majority of its board of directors consist of independent directors, (2) that its board of directors have a compensation committee that consists entirely of independent directors and (3) that its director nominations be made, or recommended to its full board of directors, by its independent directors or by a nominations committee that consists entirely of independent directors. As of the date of this Proxy Statement, we do not have a nominating and corporate governance committee and compensation committee that are composed entirely of independent directors or a board of directors composed of a majority of independent directors. However, following the expiration of Mr. Walsh's term, our board of directors will be composed of a majority of independent directors and our nominating and corporate governance committee will be composed entirely of independent directors. Under NYSE rules, we have until 90 days from the Trigger Date to have a compensation committee composed of a majority of independent directors and one year from the Trigger Date to have a compensation committee composed entirely of independent directors. We intend to comply with such independence requirements by the applicable dates.

Pursuant to the corporate governance standards of the NYSE, a director employed by us cannot be deemed an “independent director,” and each other director will qualify as “independent” only if our board of directors affirmatively determines that he has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. In making such determinations, the board of directors considered that certain directors serve as directors of other companies with which we engage from time to time in the ordinary course of business and, in accordance with our independence standards, determined that none of these relationships were material or impaired the independence of any of our directors. The fact that a director may own our capital stock is not, by itself, considered a material relationship. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has affirmatively determined that each of Ms. Dayhoff, Mr. Felice, Mr. Silber, Mr. Soucy, Ms. Walker and Mr. Ward are independent in accordance with the NYSE rules. There are no family relationships among any of our directors or executive officers.

In addition, our board of directors has determined that Ms. Dayhoff, Mr. Felice and Ms. Walker each satisfy the independence requirements for audit committee members under the listing standards of the NYSE and Rule 10A-3 of the Exchange Act. Ms. Dayhoff, Mr. Felice and Ms. Walker have also been determined to be audit committee “financial experts” as defined under SEC rules. All members of the audit committee are able to read and understand fundamental financial statements, are familiar with finance and accounting practices and principles and are financially literate.

Our board of directors held six meetings (including regularly scheduled and special meetings) during Fiscal Year 2022. Each director attended more than 75% of the aggregate of the meetings of the board and of meetings held by all committees of the board on which such director served during Fiscal Year 2022. Our non-employee directors meet by themselves, without management directors and management present, periodically throughout Fiscal Year 2022. Mr. Felice, the non-executive Chairperson of the Board, presides at all meetings of non-management directors. Although we have no policy with respect to director attendance of annual meetings of stockholders, directors are encouraged to attend. All of the directors elected at the 2022 annual meeting of stockholders and all of the continuing directors at the 2022 annual meeting virtually attended the 2022 annual meeting.

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. A copy of each of the three standing committee’s charter is posted on the investor relations—governance section of our website, global.hayward.com. In addition, from time to time, our board of directors may establish other committees to facilitate the management of our business or to address particular matters as they arise. Members serve on committees until their resignation or until otherwise determined by our board of directors.

Our board of directors has adopted Corporate Governance Guidelines, which are designed to assist our board of directors in performing its duties. These guidelines provide general guidance to our board of directors with a view to continuing a strong and effective working relationship among the board members and as between our board of directors and management. The goal of these guidelines is to reflect current governance practices for our board of directors and to enhance the ability of our board of directors and management to guide the Company in its continuing growth and success. Our Corporate Governance Guidelines may be amended by our board of directors at any time. A copy of our Corporate Governance Guidelines is available under the investor relations—governance section of our website, global.hayward.com.

Our Corporate Governance Guidelines address items such as:

The nominating and corporate governance committee considers candidates for director from a variety of sources, including candidates who are recommended by other board members and by management. The nominating and corporate governance committee also considers candidates for director recommended by stockholders who submit such recommendations in writing to our Corporate Secretary and evaluates director candidates recommended by stockholders in the same way it evaluates candidates recommended by the other sources referenced above.

In accordance with our Corporate Governance Guidelines, the nominating and corporate governance committee identifies and considers candidates based on a diversity of skills, expertise, industry knowledge, diversity of opinion and perspectives and other attributes. Among other things, the board of directors has determined that it is important to have directors with the following skills and experiences: leadership experience, as directors with experience in significant leadership positions possess strong abilities to motivate and manage others and to identify and develop leadership qualities in others; knowledge of the Company’s industry, which is relevant to understanding the Company’s business and strategy; operations experience, as it gives directors a practical understanding of developing, implementing and assessing the Company’s business strategy and operating plan; risk management experience, which is relevant to oversight of the risks facing the Company’s business; financial/accounting experience, particularly knowledge of finance and financial reporting processes, which is relevant to understanding and evaluating the Company’s capital structure, financial statements and reporting requirements; and strategic planning experience, which is relevant to the Board’s review of the Company’s strategies and monitoring their implementation and results.

The nominating and corporate governance committee has also committed to including candidates with a diversity of age, gender, ethnicity/race and education in any pool of candidates from which board of director nominees are chosen. The board of directors also confirms that our policy of non-discrimination applies in the selection of directors.

A summary of board of directors governance considerations and each continuing director’s and nominee’s relevant experience and skills follows:

Our compensation committee is primarily responsible for establishing and overseeing our general compensation strategy. In addition, the compensation committee oversees our compensation and benefit plans and policies, administers our cash and equity-based plans and management incentive compensation plans and reviews and approves compensation decisions relating to our executive officers, including our Chief Executive Officer. The compensation committee considers recommendations from our Chief Executive Officer regarding the compensation of our executive officers other than himself. Our Chief Executive Officer makes such recommendations regarding base salary, and short-term and long-term compensation, including equity incentives, for our executive officers based on our results, an executive officer’s individual contribution toward these results, the executive officer’s role and performance of his or her duties and his or her achievement of individual goals. Our compensation committee then reviews the recommendations and other data, including various compensation survey data and publicly-available data of our peers, and makes decisions as to the target total direct compensation for each executive officer, including our Chief Executive Officer, as well as each individual compensation element. While our Chief Executive Officer typically attends meetings of the compensation committee, the compensation committee meets outside the presence of our Chief Executive Officer when discussing his compensation and when discussing certain other matters, as well.

Under its charter, our compensation committee has the right to retain or obtain the advice of compensation consultants, independent legal counsel and other advisers. For Fiscal Year 2022, our compensation committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent compensation consultants. Pearl Meyer primarily assisted the compensation committee in its review of our executive compensation program and the determination of an appropriate peer group. The compensation committee consulted with Pearl Meyer regularly throughout the year, and one or more representatives of Pearl Meyer attended portions of our compensation committee meetings. The compensation committee considered the information presented by its independent compensation

consultants, but all decisions regarding the compensation of our executive officers were made independently by the compensation committee. In Fiscal Year 2022, in compliance with SEC rules, the compensation committee assessed the independence of Pearl Meyer and concluded that no conflict of interest exists that would prevent Pearl Meyer from independently advising the compensation committee. Pearl Meyer did not provide any services to us in Fiscal Year 2022 other than the services provided directly to the compensation committee.

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. None of the members of the compensation committee is, nor has ever been, an officer or employee of the Company, except for Lawrence Silber, who served as the chief operating officer of the Company from 2008 to 2012.

We have adopted a Code of Ethics for Senior Executive and Financial Officers applicable to our Chief Executive Officer, Chief Financial Officer, President, North America, Treasurer and Corporate Controller and any persons performing similar functions. We intend to disclose future amendments to certain provisions of our Code of Ethics for Senior Executive and Financial Officers, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer or other persons performing similar functions on our website. A copy of our Code of Ethics for Senior Executive and Financial Officers is available under the investor relations—governance section of our website, global.hayward.com.

Our Code of Ethics for Senior Executive and Financial Officers addresses items such as:

We have also adopted a Business Ethics and Code of Conduct Policy applicable to our directors, officers and all of our employees. A copy of our Business Ethics and Code of Conduct Policy is available under the investor relations—governance section of our website, global.hayward.com.

Our Business Ethics and Code of Conduct Policy addresses items such as:

As part of our insider trading policy, all of our directors, officers and employees are prohibited from engaging in hedging and other monetization transactions (such as prepaid variable forward contracts, equity swaps, collars and exchange funds) involving our securities, holding our securities in a margin account or pledging our securities as collateral for a loan. We also prohibit our directors, officers and employees from speculating in our equity securities, including through the use of short sales or by trading in options or other derivative securities with respect to our securities.

Our board of directors maintains stock ownership guidelines for our executive officers and directors. Our stock ownership guidelines were put in place in connection with the IPO and are intended to strengthen the alignment of interests between our executive officers and directors and our stockholders. The guidelines of peers and, on a broader basis, industry practices were considered in developing this policy.

Our guidelines for executive officers provide the following:

Our independent directors are required to hold shares of our common stock with a value equal to five times the amount of the annual cash retainer, if any, paid to such director for service on the board (excluding any additional cash retainers paid to a director for service as a member of a board committee, as chairperson of the board or as chairperson of a committee).

Executive officers and independent directors are required to achieve the applicable level of ownership within five years of the later of the date the ownership guidelines were adopted, February 10, 2021, or the date such person was designated an executive officer or became a director, as applicable.

For purposes of the stock ownership guidelines, we include direct ownership of shares (including by a member of his or her immediate family residing in the same household), shares held in trust for the benefit of the executive officer or director (or a member of his or her immediate family residing in the same household), shares held in our employee stock purchase plan, 401(k) or deferred compensation retirement plans, shares underlying vested incentive equity awards, and shares underlying unvested incentive equity awards (including, without limitation, in-the-money vested stock options and vested restricted stock unit awards that have not yet been settled), net of applicable tax withholding. Pledged shares and any unexercised and unvested equity awards (other than unvested RSUs) do not count towards satisfaction of the guidelines. Failure to comply with the stock ownership guidelines will (among other things, as may be determined by the compensation committee) require executive officers and outside directors to retain at least 50% of the shares, net of applicable tax withholding and the payment of any exercise or purchase price (if applicable) received upon the vesting or settlement of equity awards or the exercise of stock options, until the thresholds stated above are reached. The compensation committee is responsible for administering our stock ownership guidelines.

We have adopted a written policy with respect to the review, approval and ratification of related-party transactions. Under the policy, the audit committee is responsible for reviewing and approving related-party transactions. The policy applies to transactions, arrangements and relationships (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which the aggregate amount involved exceeds, or may be expected to exceed, $120,000 with respect to any fiscal year, and where we (or one of our subsidiaries) are a participant and in which a related-party has or will have a direct or indirect material interest. In the event a proposed related-party transaction is expected to be less than $500,000, the chairperson of the audit committee has the authority to pre-approve or ratify the transaction. In the course of reviewing potential related-party transactions, the audit committee considers, among other factors it deems appropriate, whether the related-party transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related-person’s interest in the transaction. In addition, the board of directors has reviewed and designated certain types of related-party transactions that will be deemed pre-approved by the audit committee: certain employment arrangements with executive officers if the related compensation is required to be reported in the Company’s proxy statement; director compensation arrangements if such compensation is required to be reported in the Company’s proxy statement; certain transactions with other companies where the related person’s only relationship is as a director

of that company, beneficial owner of less than 10% of that company’s equity securities or limited partner with a less than 10% interest; certain transactions where all stockholders receive proportional benefits; transactions involving competitive bids; certain regulated transactions; and certain banking-related transactions.

Management is responsible for the day-to-day mitigation of the risks facing our company, and our board of directors has responsibility for the oversight of risk management. While our board of directors has primary responsibility for overseeing risk management, our board of directors also delegates certain oversight responsibilities to its committees. Our compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our audit committee oversees our major financial risk exposures and reviews the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. Our audit committee also oversees the integrity of the Company’s information technology systems, processes and data, and periodically (but no less than annually) reviews and assesses with management and the internal auditor (or other personnel responsible for the internal audit function), the adequacy of security for the Company’s information technology systems, processes and data and the Company’s contingency plans in the event of a breakdown or security breach affecting the Company’s information technology systems, processes and data or the information technology systems, processes and data of the Company’s clients. Our nominating and corporate governance committee oversees management of risks associated with director independence, conflicts of interest, composition and organization of our board of directors, director succession planning and corporate governance and ESG, discussed further below.

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full board of directors keeps itself regularly informed regarding such risks through committee reports and otherwise. In particular, throughout Fiscal Year 2022 and currently, our board of directors regularly received and continues to receive updates from management on the impacts of the COVID-19 pandemic, uncertain macroeconomic environment, poor weather, and the war in Ukraine on our business, our employees and our suppliers and customers.

The Company’s board of directors and its committees play an important role in overseeing our ESG programs and policies. The nominating and corporate governance committee is specifically assigned responsibility to oversee the Company’s ESG priorities, risks, and opportunities to guide related programming and procedures within its established charter. The nominating and corporate governance committee has additional responsibilities associated with the review of the Company’s corporate governance guidelines on an annual basis, or more frequently if appropriate, and recommends changes as necessary. The nominating and corporate governance committee charter specifically states that the committee will be committed to promoting diversity, including diversity of gender, race, ethnicity and age, and inclusion in its selection practices and shall consider all candidates for director on the basis of their skills, qualifications and experience.

All of the board committees are accountable for various components of ESG through the responsibilities assigned in their respective charters. The audit committee has specific accountability for ethics and compliance, and oversees the Company’s ethics and compliance functions, including the Company’s Code of Ethics for Senior Executive and Financial Officers and other procedures established by the Company with regard to ethical behavior, avoidance of conflicts of interest, and other related matters. In addition, the audit committee oversees the integrity of the Company’s information technology systems, processes and data and periodically (but no less than annually), at its discretion, reviews and assesses with management and the internal auditor (or other personnel responsible for the internal audit function), the adequacy of security for the Company’s information technology systems, processes and data and the Company’s contingency plans in the event of a breakdown or security breach affecting the Company’s information technology systems, processes and data or the information technology systems, processes and data of the Company’s clients. The compensation committee supports our human capital management objectives through their oversight of the compensation and benefits of the Company’s officers, employees and directors, assessing the adequacy of the Company’s compensation principles and philosophy and administering the Company’s compensation, benefit and equity-based plans by exercising its rights and responsibilities as specified in its charter. The compensation committee is also responsible for reviewing and establishing the Company’s overall compensation strategy, including base salary, incentive

compensation and equity-based grants, to provide for appropriate rewards and incentives for the Company’s management and employees, taking into account whether such rewards and incentives encourage undue or inappropriate risk taking by such personnel.

Although we do not have a formal policy regarding communications with our board of directors, stockholders, employees and others who are interested in communicating with our board of directors may do so by writing to us at Hayward Holdings, Inc., Attn: Corporate Secretary, 1415 Vantage Park Drive, Suite 400, Charlotte, North Carolina 28203. The Corporate Secretary will forward to the Chairperson of the Board and such other board members as may be deemed appropriate any such communication, provided that such communication addresses a legitimate business issue.

The following table sets forth information regarding the compensation earned for service on our board of directors, during the year ended December 31, 2022 by the directors who were not also named executive officers. Mr. Holleran did not receive any additional compensation for his service on the board of directors during the year ended December 31, 2022. Mr. Holleran’s compensation for the year ended December 31, 2022 is set forth under “Executive Compensation—Summary Compensation Table.”

In connection with our IPO, our board of directors adopted a non-employee director compensation policy, which covers non-employee directors who are not affiliated with our Sponsors. The non-employee director compensation policy includes an annual cash retainer and an annual grant of restricted stock units. Under this policy, for Fiscal Year 2022, each covered non-employee director received an annual cash retainer for service to our board of directors and an additional annual cash retainer for service on any committee of our board of directors or for serving as the chairperson of our board of directors or any of its committees, in each case, prorated for partial years of service, as follows:

In addition, non-employee directors who were members of any special committee in 2022 received a fee of $2,500 for each special committee meeting.

Prior to January 1st of any year, a covered non-employee director may elect to receive his or her annual cash retainer in the form of restricted stock units that vest on December 31st of that year (or such other date as determined by the board of directors or compensation committee), subject to continued service as a director through the vesting date.

In addition, in accordance with the non-employee director compensation policy, in Fiscal Year 2022, each covered non-employee director who was not affiliated with our Sponsors was granted restricted stock units having a grant date fair value, determined in accordance with FASB ASC Topic 718 (or any successor provision), of $125,000 (or $200,000 in the case of the chairperson of the board). Such restricted stock units will vest on the earlier of the first anniversary of the grant date and the date of the Annual Meeting, generally subject to the non-employee director’s continued service, through the applicable vesting date.

Each non-employee director is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending meetings of our Board of Directors and any committee on which he or she serves.

Our outside directors are required to hold shares of our common stock with a value equal to five times the amount of the annual cash retainer paid to such director for service on the board (excluding any additional cash retainers paid to a director for service as a member of a board committee, as chairperson of the board or as chairperson of a committee). Directors are required to achieve the applicable level of ownership within five years of the later of the date the ownership guidelines were adopted, February 10, 2021, or the date such person was designated an executive officer or became a director, as applicable. See “—Stock Ownership Guidelines.”

In addition to the indemnification and advancement of expenses required in our certificate of incorporation and bylaws, we have entered into indemnification agreements with each of our current directors and executive officers. These agreements provide for the indemnification of, and the advancement of expenses to, such persons for all reasonable expenses and liabilities, including attorneys’ fees, judgments, fines and settlement amounts, incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity. For additional information, please see “Related Person Transactions—Agreements with our Directors and Officers.”

Our audit committee has appointed PwC as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2023. PwC has served as our independent registered public accounting firm since 1999.

At the Annual Meeting, our stockholders are being asked to ratify the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Stockholder ratification of the selection of PwC as our independent registered public accounting firm is not required by Delaware law, our certificate of incorporation or our bylaws. However, our audit committee is submitting the appointment of PwC to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Notwithstanding the appointment of PwC and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if our audit committee believes that such a change would be in the best interests of our company and our stockholders, including the satisfactory agreement of audit fees. If our stockholders do not ratify the appointment of PwC, our board of directors may reconsider the appointment. Representatives of PwC are expected to be present (virtually) at the Annual Meeting, will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions from our stockholders.

The audit committee engaged PwC to perform an annual audit of the Company’s financial statements for the year ended December 31, 2022. The audit committee was responsible for determination and approval of audit fees primarily based on audit scope, with consideration of audit team skills and experiences.

Pursuant to SEC rules, the fees billed by PwC for each of the past two years are disclosed in the table below:

Consists of fees for professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K, review of our quarterly financial statements presented in our Quarterly Reports on Form 10-Q and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years, such as registration statements.

Consists of aggregate fees for accounting consultations and other services that were reasonably related to the performance of audits or reviews of our consolidated financial statements and were not reported above under “Audit Fees.” This category primarily includes fees related to the 401(k) plan audit.

Consists of fees for professional services for tax advisory, compliance services, and consultations for customs recovery.

Consists of fees for permitted products and services other than those that meet the criteria above.

In Fiscal Year 2022, there were no other professional services provided by PwC, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of PwC.

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”), regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our audit committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. All services provided by PwC in Fiscal Years 2022 and 2021 were pre-approved by our audit committee prior to any services being rendered.

The ratification of the appointment of PwC requires the affirmative vote of the holders of a majority of the voting power of the shares of our common stock entitled to vote on the proposal that are present in person or represented by proxy at the Annual Meeting and are voted for or against the proposal. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote against this proposal. Broker non-votes are not considered votes for or against this proposal and thus will have no effect on the outcome of the proposal.

The primary purpose of the audit committee is to assist our board of directors in overseeing (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditors’ qualifications and independence, (4) the performance of the independent auditors and our internal audit function and (5) other matters as set forth in the audit committee’s charter. The audit committee is further responsible for the appointment and oversight of our independent auditor and is involved in the selection of the independent auditor’s lead audit partner.

The audit committee has reviewed and discussed the company’s audited financial statements for the year ended December 31, 2022 with management and PwC and, with and without management present, reviewed and discussed the results of PwC’s examination of the financial statements. The audit committee also discussed with management, PwC and our internal auditors, the quality and adequacy of our internal controls and the processes for assessing and monitoring risk. The audit committee reviewed with both PwC and our internal auditor their audit plans, audit scope and identification of audit risks.

The audit committee has discussed with PwC the matters required to be discussed by the PCAOB. The audit committee has also received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the audit committee concerning independence and has discussed PwC’s independence with PwC.

Based on the foregoing, the audit committee has recommended to our board of directors that such audited financial statements be included in our Form 10-K for the year ended December 31, 2022 as filed with the SEC.

Respectfully submitted by the members of the audit committee of the board of directors:

This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The following discussion and analysis details the Company’s philosophy and policies regarding executive compensation, the process that is used to set executive compensation within the Company, the elements of the executive compensation program, and the role of our compensation committee and the executive staff in setting executive compensation. In addition, this discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs as we build a program appropriate for our status as a public company while considering the current external environment. See the section titled “Cautionary Statement Regarding Forward-Looking Statements” of the 2022 Annual Report for a discussion of the risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those express or implied by such forward-looking statements.

In Fiscal Year 2022, our “named executive officers” and their positions were as follows:

Each of the key elements of our executive compensation program is discussed in more detail below.

The following discussion and analysis contains statements regarding individual and Company performance targets and goals. These targets and goals are disclosed in the limited context of the Company’s compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. The Company specifically cautions investors not to apply these statements to other contexts.

Our compensation philosophy is driven by the need to attract and retain top executive talent, while ensuring that compensation aligns with our corporate and financial objectives and the long-term interests of our stockholders. We have provided compensation packages that we view as fair and competitive and that are designed to incentivize our executives to drive market-leading performance, relative to the Company’s peers, as our ability to meet and exceed our business goals depends on the skills and contributions of each executive. We also intend to maintain our commitment to strong corporate governance in connection with our named executive officer compensation arrangements.

Our compensation programs for our executives have historically been weighted towards rewarding both short- and long-term performance incentives through a mix of cash and equity compensation, providing our executives with an opportunity to share in the appreciation of our business over time.

Our executive compensation program was designed to weight fixed compensation less heavily for our senior executives, such that there is a positive correlation between an executive’s seniority, role and responsibilities and the proportion of his or her compensation that is “at-risk.” Pay-for-performance is an integral component of our compensation program, and “at-risk” elements of our executive’s compensation make up a significant portion of our annual and long-term incentives. During Fiscal Year 2022, in addition to the time-based stock option component of our equity awards program, the Company began utilizing performance-based stock units (“PSUs”). The vesting of the PSUs are tied to organic net revenue growth and adjusted EBITDA margin, each with a relative weighting of 50%, and are measured over a three-year performance period. The use of these metrics along with a three-year performance period further aligns the interests of our executives with the long-term interests of our stockholders.

The Company has continued to utilize short and long-term incentive compensation as a key component of our compensation philosophy, including through the administration of our 2021 Plan (as defined below). We intend to continue our emphasis on “at-risk” compensation based on the achievement of specific performance objectives in order to drive superior executive achievement and appropriately align the financial interests of our executive officers to our stockholders.

In addition, for their performance in Fiscal Year 2022, the compensation committee awarded discretionary bonuses to Mr. Jones, Ms. Canning and Mr. Collins. As discussed in further detail below, the compensation committee determined that these individuals’ performance merited discretionary bonuses in recognition of their exemplary efforts during the year in a challenging economic and business environment. These discretionary bonuses for Fiscal Year 2022 were made to address specific circumstances in 2022; the compensation committee does not expect that discretionary bonuses will be a recurring component of executive compensation.

The compensation for our named executive officers generally consists of a base salary, annual cash bonuses and equity awards.

We aim to establish base cash compensation at fair and reasonable levels in order to attract talent in a competitive market, with our compensation committee determining pay ranges in consultation with our human resources team and our compensation consultant using a combination of market data and business conditions, individual talent, relevant experience and performance as factors in determining actual pay.

When designing our cash bonus program, we felt strongly that it should emphasize contributions towards Company financial and operational performance, where performance that failed to meet established goals would not be rewarded. We believe this underscored our commitment to maintain alignment between stockholders and our executives. In addition, we awarded discretionary bonuses in Fiscal Year 2022 to Mr. Jones, Ms. Canning and Mr. Collins in recognition of their exemplary performance during the year.

Our 2021 Plan provides us with significant flexibility to grant various types of equity and incentive awards to remain competitive in the labor market and to attract, retain and motivate our executive leadership team.

While we have identified particular compensation objectives that each element of executive compensation serves, our compensation programs are designed to be flexible and complementary and to collectively serve all of the executive compensation objectives described above. Accordingly, we expect that we will continue to review and structure our compensation programs to serve and reinforce each of our objectives, including emphasizing and rewarding exceptional performance, driving value creation for our stockholders, and ensuring best practices and sound governance.

Below are highlights of what we do and what we do not do:

Our compensation committee administers the executive compensation program for our named executive officers, as well as other executives within the Company. Our compensation committee is responsible for reviewing and approving the compensation of our executives, approving and administering our cash and equity incentive plans, including setting vesting conditions for awards (including performance metrics) and determining the amounts of the awards granted to our executive officers, ensuring it is aligned with our executive compensation philosophy. Our compensation committee is also responsible for reviewing and providing recommendations to our board of directors regarding the compensation of our directors.

The compensation committee generally considers the Chief Executive Officer’s recommendations when making decisions regarding the compensation of the executive officers (other than the Chief Executive Officer). Pursuant to the compensation committee’s charter, the compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. The compensation committee has engaged Pearl Meyer, a compensation consulting firm, to assist in making decisions regarding the amount and types of compensation to provide our executive officers and non-employee directors. Pearl Meyer reports directly to the compensation committee. The compensation committee has considered adviser independence factors as they relate to Pearl Meyer and have determined that Pearl Meyer’s work does not raise a conflict of interest.

Our compensation committee uses compensation data from market survey data published by third parties and compensation data provided by Pearl Meyer for use as a general indicator of relevant market conditions and pay practices and as a broader reference point when determining compensation for our executive officers.

In addition to survey and benchmarking information derived from our peer group information (as described below), other important factors that drive compensation decisions include individual qualifications and expertise, responsibilities, particular industry and market conditions and complexity of the position. More specifically, our compensation committee considers the performance of the Company’s named executive officers, the individual’s historical compensation and any retention concerns, and the Chief Executive Officer’s recommendations (in the case of named executive officers other than the Chief Executive Officer), before determining the compensation arrangement for each of them.

Our compensation committee also regularly reviews the Company’s compensation policies and practices to determine whether they encourage excessive risk-taking, reviews and discusses at least annually the relationship between risk management policies and practices and compensation and evaluates compensation policies and practices that could mitigate any such risk. Our compensation committee has specifically evaluated the Company’s compensation structure and practices and concluded that they do not promote risk-taking that is reasonably likely to have a material adverse impact on the Company.

Our compensation committee worked with Pearl Meyer to establish a compensation peer group to help enable our named executive officers to receive fair and competitive pay relative to market standards.

In Fiscal Year 2022, our peer group review consisted of a multi-dimensional analysis in which we selected companies in similar industries (consisting of outdoor living-focused businesses, water-related businesses and heating, ventilation and air condition systems (HVAC) businesses), with comparable revenues and market capitalization and with which we compete for executive talent and business and investment capital.

The peer group approved by the compensation committee in Fiscal Year 2022 for use in benchmarking compensation was as follows (with SPX Technologies, Inc. and Zurn Elkay Water Solutions Corporation formerly being known as SPX Corporation and Rexnord Corporation, respectively):

We review and evaluate this list on an ongoing basis to verify that we are accurately benchmarking and compensating our employees. Accordingly, our peer group list is subject to change over time. In July 2022, the

compensation committee approved the replacement of Johnson Outdoors Inc. with Latham Group, Inc. as an outdoor-living peer, the addition of SiteOne Landscape Supply, Inc. as an outdoor-living peer, and the addition of Pentair plc. as a water-related peer, increasing the total number of companies in our compensation peer group to 21 in an effort to maintain a peer group that features companies with similar revenues and market capitalization and with which we compete for business and talent.

We design the principal components of our executive compensation program to fulfill one or more of the principles and objectives described above. For Fiscal Year 2022, the compensation of our named executive officers generally consisted of:

These elements (and the amounts of compensation and benefits under each element) were selected because we believe they are necessary to help us attract and retain executive talent, which is fundamental to our success, reward executives based on performance and align executives with the interests of our stockholders.

Below is a more detailed summary of the current executive compensation program as it relates to our named executive officers.

Our named executive officers receive a base salary to compensate them for the services they provide to our Company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

The following table sets forth the base salaries of our named executive officers at the end of Fiscal Year 2022. For information regarding the salary earned by our named executive officers in Fiscal Year 2022, see “Summary Compensation Table” below.

Pursuant to our go-forward compensation structure that aligned executive compensation to market and internal equity targets, the compensation committee approved the following target bonuses for our named executive officers, effective January 12, 2022:

The amount of incentive awards paid under our annual incentive plan is based on performance relative to threshold, target and maximum performance levels set when the awards are made. When performance falls below the threshold, executives receive no payout. Payouts at a threshold level of performance are 40% of the target payout, payouts at a target level of performance are 100% of the target payout, and payouts at a maximum level of performance are at 200% of the target payout, with payouts for performance between these levels being interpolated. For Fiscal Year 2022, annual bonuses were based on previously determined factors that the compensation committee deemed appropriate, consisting of achievement of Company adjusted EBITDA and adjusted free cash flow targets. In calculating the bonus payouts, generally, performance relative to the adjusted EBITDA target was weighted as 80% of the total target performance and the adjusted free cash flow target was weighted as 20% of the total target performance.

The compensation committee selected these performance measures because they are the critical measures we use internally in managing our businesses and are measures of our profitability and the performance of our assets relative to our investment. The compensation committee believes that performance against these measures is a primary driver, over time, of the value of our company. The compensation committee believes that adjusted EBITDA (or, earnings before interest, income tax, depreciation and amortization expenses and selected items) and adjusted free cash flow (or, adjusted EBITDA before capital expenditures plus change in net working capital) are the most appropriate measures of the annual operating performance of our businesses. In selecting these performance measures, setting the performance goals and awarding the corresponding incentive opportunities, the compensation committee took into account management’s recommendations. Our adjusted EBITDA for Fiscal Year 2022 did not meet the threshold performance level for that performance measure. Adjusted EBITDA decreased by 13% to $367.6 million for the full fiscal year 2022 driven primarily by decreased net sales and lower operating leverage. Adjusted EBITDA margin decreased by 211 basis points to 28.0% for the full fiscal year 2022 compared to the prior fiscal year. In addition, our adjusted free cash flow for Fiscal Year 2022 did not meet the threshold performance level for that performance measure as a result of the same drivers as adjusted EBITDA. As a consequence, no bonuses were paid to our named executive officers under our annual incentive plan.

The following table presents the 2022 performance goals set for the annual incentive plan. The table shows goals for threshold, target and maximum performance levels, actual 2022 performance and the percentage of target payout achieved for each goal.

The target and actual cash bonus amounts for our named executive officers for Fiscal Year 2022 under our annual incentive plan are set forth below, which amounts include the discretionary bonus awards discussed above.

Each of Mr. Jones, Ms. Canning and Mr. Collins received discretionary bonuses in Fiscal Year 2022. The compensation committee awarded bonuses to these individuals for their exemplary efforts during the year in a challenging economic and business environment, and, in the case of Ms. Canning, as compensation for taking on an expanded role within the company as the leader of the Company’s human resources function. These discretionary bonuses for Fiscal Year 2022 were made to address specific circumstances in 2022; the compensation committee does not expect that discretionary bonuses will be a recurring component of executive compensation.

The following named executive officers received discretionary bonuses in Fiscal Year 2022 in the amounts set forth below:

For 2023, the compensation committee approved financial and operational targets deemed appropriate, including achievement of Company adjusted EBITDA and adjusted free cash flow targets. In addition, the compensation committee included an ESG-related target component to the annual incentive plan. Defined as water and energy stewardship, it is a performance measure based on a achieving a target level year-over-year reduction of (1) gallons of water consumed per hours worked and (2) kilowatts of energy used per hours worked at the Company's three most water- and energy-intensive facilities. The compensation committee weighted the targets as follows: adjusted EBITDA: 70%, adjusted free cash flow: 20% and water and energy stewardship: 10%. The targets require a minimum achievement of 90% target performance prior to any payment being made. Threshold performance would fund the 2023 bonus at 40% of target payout, and performance below threshold would result in no payout. The maximum payment under the plan is 200% of an individual executive’s target bonus amount, which requires a performance level of 115% of target.

A significant portion of each named executive officer’s compensation is in the form of equity compensation to create a strong alignment with the interests of stockholders. If the Company’s stock price declines, so does the value of the named executive officers’ compensation, and vice versa. When setting targeted in-service compensation for each of our executive officers, the compensation committee considers individual performance,

experience and tenure. In evaluating the reasonableness and competitiveness of targeted in-service compensation, the compensation committee reviews compensation data for a peer group prepared by its independent executive compensation consultant. Certain members of our senior management team help prepare for and attend meetings where executive compensation, company performance targets, and competitive compensation levels and practices are discussed and evaluated. However, only the compensation committee members are allowed to vote on decisions regarding executive compensation. The compensation committee also receives recommendations from our CEO regarding the compensation of our other officers, including the other named executive officers. Our CEO does not participate in the deliberations of the compensation committee and our board regarding his own compensation.

Prior to the IPO, our board of directors adopted and our stockholders approved our Second Amended and Restated Hayward Holdings, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which provided for the grant of equity awards with respect to our common stock. In connection with our IPO, we adopted the Hayward Holdings, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). We believe using long-term incentive compensation provides our employees (including the named executive officers) and other eligible service providers the opportunity to participate in the equity appreciation of our business, incentivizes them to work towards Hayward’s long-term performance goals and aligns their interests with the interests of our stockholders. We also believe that such awards function as a compelling incentive and retention tool.

In Fiscal Year 2022, the compensation committee awarded time-based stock options and PSUs, which vest based on achievement of specified performance measures over a three-year performance period. The value of the awards were generally allocated 80% to time-based stock options and 20% to PSUs. To determine the target number of stock options and PSUs, the compensation committee divided the applicable dollar amount by the closing price of our common stock on the date of the award for the PSUs and by the Black-Scholes accounting value for the stock options. In addition, in connection with the commencement of his employment, Mr. Collins was awarded restricted stock units. The following describes each type of award:

Stock options granted to officers in Fiscal Year 2022 generally vest, subject to continued employment, in equal annual installments over a three-year period. Accordingly, such awards serve as a retention incentive, as unvested awards are forfeited if the executive voluntarily leaves the Company. The compensation committee has the ability to vary the vesting schedule for new grants.

In Fiscal Year 2022, our named executive officers received options to purchase common stock under the 2021 Plan with the grant values reflected below.

PSU awards have a three-year performance period, with vesting based on the achievement of specified performance metrics. Fiscal Year 2022 was the first year in which the compensation committee awarded PSUs.

The compensation committee selected organic net revenue growth and adjusted EBITDA margin, weighted equally, as the performance measures. Organic net sales is calculated by the consolidated net sales less the net sales of any businesses acquired during the performance period. Adjusted EBITDA is calculated as described above under “—Annual Incentive Plan.” These financial measures can be impacted by a variety of non-recurring or extraordinary items (e.g., business restructuring) and actual results may be adjusted for these items if not contemplated in the target setting process. Adjustments to the annual bonus financial results, if any, are reviewed and approved by the compensation committee.

The threshold, target and maximum levels with respect to these performance measures are not presented as such information is confidential and competitively sensitive. In setting these levels, the compensation committee considered achievement of the target level to be in line with its expectations for the Company's performance for such period.

The following table summarizes the number of shares that would be issued at the threshold, target and maximum levels for the Fiscal Year 2022 PSU grants made to the named executive officers.

In addition to awards of options and PSUs, in connection with the commencement of his employment Mr. Collins was also awarded 9,426 restricted stock units. The restricted stock units vest ratably in three equal annual installments subject to his continued employment. The award of restricted stock units to Mr. Collins was as contemplated under the terms of his initial compensation arrangement.

Equity components. In addition to awarding stock options and PSUs, the compensation committee authorized the award of restricted stock units for the named executive officers as part of the equity program in 2023. These restricted stock units generally vest in three annual installments. The mix of equity components for 2023 awards for the named executive officers is as follows 40% stock options, 40% restricted stock units and 20% PSUs. The compensation committee believes that the addition of restricted stock units will further align our executives interests with those of our stockholders, as well as encourage increased retention incentives.

Timing of stock option awards. In Fiscal Year 2022, the compensation committee authorized the award of the stock options at its meeting in March 2022, which occurred two trading days after the Company’s public announcement of its Fiscal Year 2021 financial results, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that day. In 2023, the compensation committee authorized the grant of stock options at its meeting in February 2023, but deferred the grant of the stock options until the second trading day after the filing with the SEC of the Company’s Fiscal Year 2022 financial results, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that second trading day.

Changes in Peer Group. As discussed above, the compensation committee approved the replacement of Johnson Outdoors Inc. with Latham Group, Inc. as an outdoor-living peer, the addition of SiteOne Landscape Supply, Inc. as an outdoor-living peer, and the addition of Pentair plc. as a water-related peer, increasing the total number of companies in our compensation peer group to 21 in an effort to maintain a peer group that features companies of similar size and with which we compete for business and talent.

We maintain the Hayward Industries, Inc. Retirement Plan, a 401(k) retirement plan for our full-time employees. There is an employer contribution match to the 401(k) plan equal to 50% of compensation contributed to the plan up to 6% of eligible earnings by an employee and after one year of service, we make an annual non-discretionary safe harbor contribution to the 401(k) plan of 3% of an employee’s compensation. Our named executive officers are eligible to participate in these plans on the same basis as our other full-time employees.

In addition, we maintain the Hayward Industries, Inc. Supplementary Retirement Plan, a nonqualified deferred compensation plan in which participants, including our named executive officers, receive employer contributions up to a 9% match of cash compensation deferred under the plan. Participation is currently limited to the members of our senior leadership team, which consists of our Chief Executive Officer and his direct reports. The investment options mirror the same investment options as provided for in the 401(k) plan.

All of our full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including:

Additionally, certain of our named executive officers are entitled to other perquisites pursuant to their employment agreements with the Company. See “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Executive Compensation Arrangements,” below.

As of December 31, 2022, we were party to employment agreements or offer letters with our named executive officers. A detailed description of the applicable severance provisions contained in our named executive officer’s employment agreements for Fiscal Year 2022 is described in “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Executive Compensation Arrangements,” below.

In the future, we may provide different and/or additional compensation components, benefits and/or perquisites to our named executive officers to allow us to provide a balanced and comprehensive compensation structure. We believe that it is important to maintain flexibility to adapt our compensation structure to properly attract, motivate and retain the top executive talent for which we compete, as well as to reflect current market and global conditions. All future practices regarding compensation components, benefits and/or perquisites will be subject to periodic review by our compensation committee.

The compensation committee has continued to use performance-based compensation arrangements for awards to the named executive officers even though such incentive compensation is no longer excepted from the limitation on deductibility of executive compensation for federal income tax purposes.

The Company accounts for stock-based compensation in accordance with the requirements of Accounting Standards Codification (“ASC”) Topic 718, “Compensation - Stock Compensation.” The Company also takes into consideration ASC Topic 718 and other generally accepted accounting principles in determining changes to policies and practices for its stock-based compensation programs.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth above. Based on such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and Hayward’s Form 10-K for the year ended December 31, 2022.

This report of the compensation committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act, or under the Exchange Act except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

The following table sets forth information concerning the compensation of our executive officers for the years indicated below.