Business Context and Reporting Period
This Form 8-K Current Report, dated December 5, 2025, pertains to Latham Group, Inc. (NYSE: SWIM), an emerging growth company. The filing announces a planned leadership transition for the office of President and Chief Executive Officer of its wholly-owned subsidiary, Latham Pool Products, Inc. The report details the retirement of the current CEO and the appointment of a successor, effective January 2026.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data contained within this document is limited to executive compensation packages and separation benefits.
Material Changes and Executive Transition
Departure of Scott Rajeski
- Effective Date: January 4, 2026.
- Roles: Retiring as President and CEO of Latham Pool Products and resigning as a Class II Director.
- Reason: Retirement; explicitly stated as not resulting from any disagreement regarding operations, policies, or practices.
- Post-Departure Role: Will serve as a non-employee special advisor for approximately six months.
Appointment of Sean Gadd
- Effective Date: January 5, 2026.
- Roles: Hired as President and CEO of Latham Pool Products and appointed as a non-independent Class II Director.
- Background: Former President of North America at James Hardie Building Products, Inc., with 21 years of experience in engineering, manufacturing, and commercial leadership.
Compensation and Separation Terms
Sean Gadd (New CEO)
- Base Salary: $750,000 annually.
- Cash Bonus: Target of 100% of base salary under the Management Incentive Bonus Plan.
- Equity (New Hire): $2.75 million in Stock Appreciation Rights (SARs), vesting 25% annually for the first two years and 50% in the third year.
- Equity (Annual): Target grant value of $2 million to $3 million, with the initial award expected around March 2027.
- Benefits & Perquisites: Up to $50,000 annual housing reimbursement, $15,000 financial planning allowance, and a one-time relocation package up to $50,000 (subject to repayment if employment ends within 18 months).
Scott Rajeski (Outgoing CEO)
- Consulting Fee: $41,667 per month during the six-month transition period.
- Bonus: Eligible for the 2025 Management Incentive Bonus based on actual performance (target 100% of base salary).
- Health Benefits: Company pays 100% of COBRA premiums for up to 12 months post-retirement.
- Equity Treatment:
- Awards vesting on or before July 5, 2026, continue to vest.
- Performance share units earned based on goals determined by July 5, 2026, will vest.
- Vested SARs/options exercisable for 90 days after July 5, 2026.
- Unvested awards not meeting the above criteria will be terminated after July 5, 2026.
Outlook, Risks, and Contingencies
Management commentary indicates that Mr. Gadd's experience is directly comparable to the Company's "material conversion and Sand State initiatives," suggesting a strategic focus on growth and operational transformation. The filing notes standard contingencies regarding the repayment of relocation and housing benefits if Mr. Gadd voluntarily terminates or is terminated for cause within 18 months. No other material risks or unusual items were disclosed in this specific filing.
Investor Verification Checklist
- Verify the exact vesting schedule and performance metrics for Mr. Gadd's $2.75 million SAR award and future annual equity grants.
- Confirm the total cash and equity value of Mr. Rajeski's separation package, including the final 2025 bonus calculation.
- Review the attached Offer Letter (Exhibit 10.1) and Separation Agreement (Exhibit 10.2) for specific non-compete and non-solicitation clauses.
- Monitor the Company's 2026 Annual Meeting to confirm Mr. Gadd's election to the Board of Directors.
- Assess the impact of the leadership change on the timeline for the "material conversion and Sand State initiatives" mentioned in the filing.