Latham Group (SWIM) Proxy filing summary

Executive summary

• Achieved 7.4% net sales growth in 2025, outperforming a declining U.S. in-ground pool market and expanding margins by 320 basis points through lean manufacturing, value engineering, and strategic acquisitions.

• Fiberglass pools represented 76.5% of total in-ground pool sales, with double-digit growth in Florida, supporting expansion in the Sand States and partnerships with custom homebuilders.

• Ended 2025 with $71.0 million in cash, providing financial flexibility for continued growth and strategic investments in 2026.

• Strategic priorities for 2026 include increased marketing, contractor engagement, and further expansion in key markets to maintain industry outperformance.

Voting matters and shareholder proposals

• Three proposals up for vote: election of three Class II directors for three-year terms, ratification of Deloitte & Touche LLP as independent auditor for 2026, and approval of an amendment to increase shares under the 2021 Omnibus Equity Incentive Plan by 3,400,000 shares.

• Board recommends voting FOR all proposals.

• No other business is expected at the meeting.

Board of directors and corporate governance

• Board consists of nine members divided into three staggered classes, with eight independent directors and fully independent committees.

• Board leadership includes an independent Chair and Vice Chair, with regular executive sessions and annual self-evaluations.

• Director nomination rights are held by Pamplona under a Stockholders' Agreement; Wynnchurch has waived its nomination rights.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are fully independent and oversee key governance, risk, and sustainability matters.

• Board and management actively engage with shareholders and conduct annual engagement surveys for employee feedback.