Business Context and Reporting Period
Latham Group, Inc. filed this Form 8-K under Items 5.02, 7.01, and 9.01. The report concerns executive leadership changes announced on October 20, 2023, with the filing signed and dated October 24, 2023.
Executive Appointment and Compensation
- Oliver C. Gloe was appointed Vice President, Finance effective October 30, 2023, and Chief Financial Officer effective November 13, 2023.
- Mr. Gloe has prior senior finance experience at Fortune Brands Innovations, Stanley Black & Decker, Goodyear Tire & Rubber, General Cable, and Hexion Specialty Chemicals.
- His offer letter provides for a $420,000 annual base salary, a target annual cash bonus equal to 60% of base salary, and a target long-term equity incentive equal to 150% of base salary.
- Additional terms include up to $150,000 of relocation reimbursement and payment of 70% of COBRA premiums until Company benefits commence.
- Equity awards effective October 30, 2023 include $100,000 of sign-on restricted stock units, plus 2023 annual awards consisting of $63,000 of stock appreciation rights and $147,000 of restricted stock units. Awards vest over three or four annual installments, as applicable, subject to continued employment.
Change Versus Prior Period
This filing does not report quarterly or annual operating results. It announces the transition of the Chief Financial Officer role from interim leadership to a permanent appointment.
- Mark Borseth will transition from Interim Chief Financial Officer to Strategic Advisor effective November 13, 2023.
- Mr. Borseth will remain in the advisor role through December 31, 2023, the end of his employment term, and will no longer be an executive officer after November 13, 2023.
Financial Metrics, Liquidity, and Outlook
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, operating guidance, or financial outlook figures.
Risks, Contingencies, and Unusual Items
- Mr. Gloe is eligible for the Latham Pool Products Officer Severance Plan, including specified benefits following qualifying termination events and qualifying termination events after a change in control.
- His equity awards are subject to continued employment through applicable vesting dates and will be settled in Company common stock.
- Mr. Gloe entered into confidentiality, non-competition, non-solicitation, and employment arbitration agreements and is subject to executive clawback policies.
- The filing states that there are no arrangements with other persons regarding Mr. Gloe’s selection, no familial relationships with Company directors or executive officers, and no reportable related-party transactions involving Mr. Gloe.
Important Facts for Investors to Verify
- Confirm the effective dates of Mr. Gloe’s finance and Chief Financial Officer appointments.
- Review the full offer letter and applicable equity award agreements for vesting, termination, and forfeiture provisions.
- Review the Officer Severance Plan for payments and benefits under termination and change-in-control scenarios.
- Monitor the transition of Mr. Borseth through December 31, 2023 and any subsequent leadership or reporting changes.
- Recognize that this filing contains no updated operating results or financial guidance.