POOL CORP (POOL)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
POOL CORP · Meeting: April 29, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As CEO and director since 2019, Mr. Arvan's tenure fully overlaps the period during which POOL's stock fell roughly 37% over three years while the company's own disclosed peer group gained about 29% on average — a gap of more than 66 percentage points, far exceeding the 20-point trigger threshold for companies with negative absolute returns; the 5-year record shows a similar gap and provides no mitigating relief.
Ms. Gervasi has served as a director since 2021, meaning her tenure fully covers the three-year period of severe underperformance; POOL's stock lost roughly 37% while the peer group gained about 29%, a gap exceeding 66 percentage points, well above the 20-point policy trigger, and the 5-year record does not provide relief.
Mr. Hope joined the board in 2022 and his tenure substantially overlaps the three-year underperformance window; POOL's stock declined roughly 37% against a peer group that gained approximately 29%, producing a gap of more than 66 percentage points that far exceeds the 20-point trigger, and the 5-year comparison does not provide a mitigating offset.
Mrs. Oler has served since 2018, giving her the longest independent-director tenure on the board, and her oversight fully covers the period in which POOL's stock fell roughly 37% while peers gained about 29%; the resulting 66-plus-point gap far exceeds the policy trigger, and the 5-year record (also deeply negative relative to peers) provides no mitigating relief.
Mr. Perez de la Mesa has served on the board since 2001 as former CEO and current Vice Chairman, and his tenure completely encompasses the underperformance period; with POOL's stock down roughly 37% against a peer group up about 29%, the 66-plus-point gap triggers the policy threshold, and neither the 5-year check nor any other mitigant provides relief.
Mr. Stokely has served as a director since 2000 and as Chairman since 2017, making him the director with the most accountability for board oversight during the underperformance period; POOL's stock declined roughly 37% against a peer group that rose about 29%, a gap exceeding 66 percentage points, well above the policy trigger, and the 5-year comparison offers no mitigating offset.
Mr. Whalen has served since 2015, and his tenure fully overlaps the three-year period in which POOL's stock fell roughly 37% while the company's own peer group gained approximately 29%; the resulting gap of more than 66 percentage points far exceeds the 20-point policy trigger, and the 5-year record does not provide any mitigating relief.
For Analysis
Mr. Murphy joined the board in 2024, which is within the 24-month new-director exemption period under our policy, so he is not held accountable for prior-period stock underperformance; no other disqualifying factors are identified.
Mr. Pompa is a new director nominee who has not previously served on the board, making him exempt from the TSR underperformance trigger; he brings relevant financial expertise as a former CFO of a large public company, and no other disqualifying factors apply.
Seven of nine director nominees are voted AGAINST due to a severe and sustained stock-price underperformance relative to the company's own disclosed peer group: POOL's stock fell roughly 37% over three years while the peer median rose about 29%, producing a gap of more than 66 percentage points — far exceeding the 20-point policy trigger for companies with negative absolute returns. The 5-year comparison is similarly poor and provides no mitigating offset under policy. New nominee Mark Pompa and 2024 joiner Kevin Murphy are exempt from the TSR trigger and receive FOR votes; all other directors whose tenures meaningfully overlap the underperformance period receive AGAINST votes.
Say on Pay
✓ FORCEO
Peter D. Arvan
Total Comp
$6,514,002
Prior Support
96.0%%
The CEO's total reported compensation of approximately $6.5 million appears reasonable relative to a mid-large-cap industrial distributor peer group, and the company's own benchmarking targets peer medians rather than inflated upper quartiles. Critically, actual incentive payouts came in below target — the CEO received only 81% of his target annual bonus, and a set of performance stock awards tied to three-year EPS growth was cancelled entirely because performance targets were not met — demonstrating that the pay-for-performance link is functioning as intended even in a difficult operating environment. Prior Say on Pay support was 96% at the 2025 meeting, well above the 70% threshold that would require scrutiny, and the compensation structure — with roughly 86% of CEO target pay in variable or performance-linked form — meets the policy's pay-mix standard.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,758,794
Non-Audit Fees
$0
Ernst & Young charged $1,758,794 in audit fees for 2025 and zero in non-audit fees (a small tax compliance fee of $9,001 was billed in 2024 only), so the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns; no material restatements or auditor adequacy issues are identified, and EY is a Big 4 firm appropriate for a company of POOL's size; auditor tenure was not disclosed in the proxy, so the tenure trigger cannot fire under policy.
Overall Assessment
The 2026 POOL Corp annual meeting ballot covers director elections, auditor ratification, and an advisory vote on executive pay; the key governance concern is severe and sustained stock underperformance relative to the company's own peer group, which triggers AGAINST votes for seven of nine director nominees under policy (the two exceptions are a new nominee and a director who joined within the past 24 months). The Say on Pay and auditor ratification proposals both pass policy screens and receive FOR votes.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing