Compass Diversified Holdings DEF 14A, filed Apr 14, 2025

Compass Diversified Holdings (CODI)

DEF 14A 2025-04-14 For: 2025-05-29

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Added on June 12, 2026

About this DEF 14A

Compass Diversified Holdings filed this DEF 14A on April 14, 2025.

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Internet	Telephone	Mail
• Go to: proxyvote.com and follow the instructions, 24 hours a day, seven days a week. • You will need the 16-digit control number included on your proxy card or Notice of Internet Availability to vote online.	• From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week. • You will need the 16-digit control number included on your proxy card or Notice of Internet Availability in order to vote by telephone.	• If you received paper copies of the Proxy Materials, mark your selections on the proxy card that accompanies this Proxy Statement. • Date and sign your name exactly as it appears on your proxy card. • Mail the proxy card in the enclosed postage-paid envelope provided to you.


Proposal 1			To elect six (6) directors, as described in the Proxy Statement, each to serve for a one-year term expiring at the 2026 Annual Meeting of Shareholders;
Proposal 2			To approve, on a non-binding and advisory basis, the resolution approving the compensation of our named executive officers as disclosed in the Proxy Statement (“Say-on-Pay Vote”); and
Proposal 3			To ratify the appointment of Grant Thornton LLP to serve as the independent auditor for Compass Diversified Holdings and Compass Group Diversified Holdings LLC for the fiscal year ending December 31, 2025.


4			Notice of Annual Meeting of Shareholders
6			Proxy Summary
7			Company Highlights
9			PROPOSAL 1: Election of Directors
11			Our Board of Directors
17			Certain Information Regarding our Directors and Executive Officers
19			Board Composition, Independence, and Committees
23			Corporate Governance and Board Oversight
31			Certain Relationships and Related Persons Transactions
35			Director Compensation
37			PROPOSAL 2: Advisory Vote Regarding Executive Compensation
38			Our Pay
39			Compensation Discussion and Analysis
42			Overview of Our Executive Compensation
46			Insider Trading Policy and Policies on Hedging and Pledging
49			Pay Versus Performance
53			Compensation Committee Report


54			PROPOSAL 3: Ratification of Appointment of Independent Auditor
55			Our Independent Auditor
57			Audit Committee Report
58			Our Shareholders
58			Share Ownership of Directors, Executive Officers and Principal Shareholders
60			Shareholder Proposals for the 2026 Annual Meeting of Shareholders
61			United States Securities and Exchange Commission Reports
61			Other Matters
61			Delivery of Documents to Shareholders Sharing an Address
62			Information Regarding Annual Meeting
62			Purpose of Meeting
62			Attending and Voting at the Annual Meeting
64			Appointment of Proxy
65			Approval of Proposals and Solicitation



Date and Time	Virtual Shareholder Meeting (via webcast)	Record Date	Voting Eligibility
May 29, 2025 12:00 p.m., ET	Register at proxyvote.com	April 1, 2025	Owners of Trust common shares as of Record Date


	Proposal	Board Vote Recommendation	Page
Proposal 1	To elect six (6) directors, as described in the Proxy Statement, each to serve for a one-year term expiring at the 2026 Annual Meeting of Shareholders	FOR ALL	9
Proposal 2	To approve, on a non-binding and advisory basis, the resolution approving the compensation of our named executive officers as disclosed in the Proxy Statement (“Say-on-Pay Vote”)	FOR	37
Proposal 3	To ratify the appointment of Grant Thornton LLP to serve as the independent auditor for Compass Diversified Holdings and Compass Group Diversified Holdings LLC for the fiscal year ending December 31, 2025	FOR	54


Name	Age	Position

Larry L. Enterline	72	Chair of the Board, Independent Director
Alexander S. Bhathal	49	Independent Director
Harold S. Edwards	59	Independent Director
Heidi Locke Simon	57	Independent Director
Nancy B. Mahon	60	Independent Director
Teri R. Shaffer	63	Independent Director



	Larry L. Enterline Chair of our Board Since 2022 Director Since 2019			Larry L. Enterline has served as Chair of our Board since July 2022 and as a director of the Company since July 2019. Mr. Enterline has been the chief executive officer of Vulcan Holdings Inc., a private investment holding and consulting services company he founded, since 2010. Previously, Mr. Enterline was the executive chairman of Greentech Environmental, an air purification systems provider from August 2021 to December 2022. Prior to that, Mr. Enterline was the chief executive officer and a director of Fox Factory Holding Corp. (NASDAQ: FOXF), a former subsidiary of the Company, from 2011 through 2019, and its executive chair from 2019 through 2021. Mr. Enterline served in various executive and management roles earlier in his career, including chief executive officer of COMSYS IT Partners Inc., an IT staffing and solutions company, senior vice president of worldwide sales and service organization at Scientific-Atlanta Inc., a Georgia-based manufacturer of cable television, telecommunications and broadband equipment. Mr. Enterline is a graduate of Case Western Reserve University and the Monte Ahuja College of Business at Cleveland State University.


	Alexander S. Bhathal Director Since 2022			Alexander S. Bhathal has served as a director of the Company since January 2022. Mr. Bhathal is executive chair and managing partner of RAJ Capital family investment office which he founded in 2006 and its Revitate management investment platform, which supports high-potential alternative investment strategies in real estate, sports, and consumer sectors. Since 2013, Mr. Bhathal has served as co-owner and executive director of Sacramento Basketball Holdings, which owns the Sacramento Kings franchise of the National Basketball Association (NBA), the Stockton Kings of the NBA G-League, Minor League Baseball’s River Cats, Golden 1 Center, and Downtown Commons entertainment and sports district. In 2024, Mr. Bhathal led the acquisitions of Portland Thorns of the National Women’s Soccer League and the Women’s National Basketball Association Portland expansion team and he currently serves as alternate governor for both teams. Mr. Bhathal also serves on the board of directors of Mark IV Capital and Aspyr Holdings (Orange Theory Fitness Franchises) and as chair of the California Coast Chapter of Young Presidents’ Organization (YPO). Previously, Mr. Bhathal served as the chief executive officer of RAJ Swim, a company that designs, manufactures, and markets designer and private label swimwear under nationally recognized brands. Mr. Bhathal is a graduate of the University of California Los Angeles and the USC Marshall School of Business at the University of Southern California and completed the Presidents Program in Leadership at Harvard Business School.



	Harold S. Edwards Director Since 2006			Harold S. Edwards has served as a director of the Company since April 2006. Mr. Edwards has been the president and chief executive officer of Limoneira Company (NASDAQ: LMNR), since 2003. Previously, Mr. Edwards was the president of Puritan Medical Products, a division of Airgas Inc. Prior to that, Mr. Edwards held management positions with Fisher Scientific International, Inc., Cargill, Inc., Agribrands International and the Ralston Purina Company. Mr. Edwards is currently a member of the board of directors of Limoneira Company. Mr. Edwards served on the boards of directors of Calavo Growers, Inc. (NASDAQ:CVGW) from 2005 to 2022 and Inventure Foods, Inc. (NASDAQ:SNAK) from 2014 to 2017. Mr. Edwards is a graduate of Lewis and Clark College and The Thunderbird School of Global Management at Arizona State University.


	Heidi Locke Simon Director Since 2023			Heidi Locke Simon has served as a director of the Company since July 2023. Previously, Ms. Locke Simon was a partner at Bain & Company, a global management consulting organization, where she worked from 1993 to 2012. Prior to that she was an investment banking analyst at Goldman, Sachs & Co. Ms. Locke Simon has served as a director of Teekay Corporation Ltd. (NYSE:TK) since September 2017, and as its chair from December 2024 to present, and as chair of Teekay Tankers Ltd. (NYSE:TNK) from December 2024 to present. She also currently serves as the chair of Teekay Corporation Ltd.’s audit committee and as a member of Teekay Tankers Ltd.’s audit committee. She is a National Association of Corporate Directors (NACD) Certified Director and holds the CERT Cybersecurity Governance Certification from Carnegie Mellon. Ms. Locke Simon is a graduate of Middlebury College and the Harvard Business School.



	Nancy B. Mahon Director Since 2023			Nancy B. Mahon has served as a director of the Company since May 2023. Ms. Mahon has been the chief sustainability officer of The Estée Lauder Companies Inc. since January of 2023. Previously, Ms. Mahon was the senior vice president, global corporate citizenship and sustainability at Estée Lauder from April 2016 to January 2023. Prior to that, she served as the senior vice president, social initiatives, MAC Cosmetics, Bobbi Brown & La Mer from July 2011 to March 2016. She has served as a trustee of the New York University School of Law Foundation since October 2018. She also served on the board of directors of TPG Pace Beneficial Finance Corporations I and II (NYSE: TPGY-UN and YTPG) from October 2020 to April 2023. Ms. Mahon was the chairperson of The Presidential Advisory Council on HIV/AIDS (PACHA) of the U.S. Department of Health and Human Services from December 2011 to December 2016. She completed the Rock Center for Corporate Governance Directors' College executive education program at Stanford Law School. She received a certificate in brand marketing from The Wharton School, certification as a woman on boards of directors from Yale School of Management, and is admitted to the State Bar of California, the United States Court of Appeals for the Ninth Circuit, and the United States District Court for the Northern District of California. Ms. Mahon is a graduate of Yale University and the New York University School of Law.


	Teri R. Shaffer Director Since 2022			Teri R. Shaffer has served as a director of the Company since July 2022. Previously, Ms. Shaffer was the Americas and Regional financial audit information technology leader for Ernst & Young from 2016 to July 2022 and served in various other leadership roles at Ernst & Young since 1984. Ms. Shaffer also serves on the board of directors of the Federal Home Loan Bank Office of Finance, since April 2025. She is a National Association of Corporate Directors (NACD) Certified Director, a Harvard Business School Certified Director, Qualified Risk Director (QRD), a Certified Public Accountant, and a Certified Information Security Manager. She holds the CERT Cybersecurity Governance Certification from Carnegie Mellon. Ms. Shaffer is a graduate of Oklahoma State University and the Hult International Business School.


	The following describes the experience, education and other qualifications of the director appointed by our Allocation Member to serve as a member of our Board again for fiscal year 2025. The appointed director served on our Board during 2024 and is not standing for election at the 2025 Annual Meeting.

	Elias J. Sabo Director Since 2018			Elias J. Sabo has served as Chief Executive Officer of the Company and as a director since May 2018. Mr. Sabo is one of the founding partners of our Manager and has been instrumental in guiding the organization’s strategic growth since 1998. As a member of the Investment Committee, he plays a critical role in identifying and evaluating transaction opportunities, applying the investment principles established by the Company. Mr. Sabo also directs the financing activities of the Company and, together with the executive leadership team, develops and implements the organization's strategic vision. As a member of the organization's Sustainability Committee, Mr. Sabo is responsible for driving the organization's ongoing commitment to environmental stewardship, corporate social responsibility, corporate governance and sustainability, as relevant to the Company. Mr. Sabo previously served as a director and as the chair of the board of Fox Factory Holding Corp. (NASDAQ: FOXF), a former CODI subsidiary from 2007 to 2017. Previously, Mr. Sabo was with CIBC Oppenheimer, Boundary Partners and Colony Capital. Mr. Sabo is a graduate of Rensselaer Polytechnic Institute.


	The following describes the experience, education and other qualifications of the other directors currently serving on our Board. These directors are not standing for re-election at the 2025 Annual Meeting.

	Gordon M. Burns Director Since 2008			Gordon M. Burns has served as a director of the Company since May 2008. Mr. Burns has been a private investor since 1998. Previously, he was responsible for investment banking at UBS Securities and before that was a managing director at Salomon Brothers, Inc. Mr. Burns served on the board of directors of Aztar Corporation (NYSE:AZR), from 1998 through 2007. He is a co-founder and/or board member (past and present) for several private entities focused on cyber security. Mr. Burns is a graduate of Yale University and the Harvard Business School. Mr. Burns is not standing for re-election at the 2025 Annual Meeting.


	James J. Bottiglieri Director Since 2005			James J. Bottiglieri has served as a director of the Company since December 2005. Mr. Bottiglieri previously served as Chief Financial Officer of the Company and an Executive Vice President of the Company’s Manager from 2005 to 2013. Prior to that, Mr. Bottiglieri was senior vice president and controller of WebMD Health Corporation, Star Gas Corporation, and a predecessor firm to KPMG LLP. He also serves on the board of directors and as audit chair for Horizon Technology Finance Corporation (NASDAQ:HRZN) from 2010 to present. Mr. Bottiglieri is a graduate of Pace University. Mr. Bottiglieri is not standing for re-election at the 2025 Annual Meeting.


Director	Age	Serving as Officer or Director Since	Position(s)/Committee(s)
Larry L. Enterline Independent Director	72	2019	Board Chair
Alexander S. Bhathal Independent Director	49	2022	Compensation and Nominating/Governance
James J. Bottiglieri ⁽¹⁾ Independent Director	69	2005	Audit and Nominating/Governance
Gordon M. Burns ⁽²⁾ Independent Director	72	2008	Compensation and Nominating/Governance
Harold S. Edwards Independent Director	59	2006	Compensation (Chair) and Audit
Heidi Locke Simon Independent Director	57	2023	Audit
Nancy B. Mahon Independent Director	60	2023	Nominating/Governance (Chair)
Teri R. Shaffer Independent Director	63	2022	Audit (Chair)
Elias J. Sabo ⁽³⁾ Director and Officer	54	2018	Chief Executive Officer
Stephen Keller Officer	50	2024	Chief Financial Officer


				Stephen Keller has served as Chief Financial Officer of the Company and Executive Vice President of the Company’s Manager since August 31, 2024. He also serves on the Investment Committee of the Company’s Manager, the organization’s Sustainability Committee, and the Company’s Enterprise Risk Management Committee. He is an observer to the boards of directors of all our subsidiary companies. Prior to joining us in 2024, Mr. Keller served as interim chief financial officer and vice president of investor relations at Envista Holdings Corporation (NYSE: NVST), a $2.6 billion company and one of the leading suppliers of dental solutions globally. During his time at Envista, he also served as vice president strategy and business development, as well as vice president and general manager of Nobel Biocare’s Prosthetics Business Unit. Prior to Envista, Mr. Keller worked at Avery Dennison Corporation (NYSE: AVY), an $8 billion global materials science company. At Avery Dennison, he held various positions of increasing responsibility in finance, strategy, and general management, including vice president, strategy and corporate development, vice president of finance for Asia and vice president and general manager of new and emerging markets for Avery Dennison’s Retail Branding and Information Solutions Division. Mr. Keller is a graduate of the University of Iowa and the Kellogg School of Management, Northwestern University.


	Annual cash retainer			$100,000
	Annual equity retainer ⁽¹⁾			$120,000
	Annual Nominating/Governance Committee chair cash retainer ⁽²⁾			$10,000
	Annual Compensation Committee chair cash retainer ⁽²⁾			$10,000
	Annual Audit Committee chair cash retainer ⁽²⁾			$40,000
	Annual Independent Board Chair cash retainer			$157,500
	Annual Independent Board Chair equity retainer ⁽¹⁾			$132,500


Director	Cash Retainer ($)	Annual Equity Retainer (May 2024 to May 2025) ($)	Partial Equity Retainer (Jan 2024 to May 2024) ($)	Option Awards ($)	Non-Equity Incentive Plan ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Larry L. Enterline	$157,500	$132,500⁽¹⁾	$52,131⁽¹⁾	—	—	—	—	$342,131
Alexander S. Bhathal	$100,000	$120,000⁽²⁾	$47,213⁽²⁾	—	—	—	—	$267,213
James J. Bottiglieri	$100,000	$120,000⁽³⁾	$47,213⁽³⁾	—	—	—	—	$267,213
Gordon M. Burns	$110,000⁽⁴⁾	$120,000⁽²⁾	$47,213⁽²⁾	—	—	—	—	$277,213
Harold S. Edwards	$110,000⁽⁵⁾	$120,000⁽⁶⁾	$47,213⁽⁶⁾	—	—	—	—	$277,213
Heidi Locke Simon	$100,000	$120,000⁽⁷⁾	$47,213⁽⁷⁾	—	—	—	—	$267,213
Nancy B. Mahon	$100,000	$120,000⁽²⁾	$47,213⁽²⁾	—	—	—	—	$267,213
Teri R. Shaffer	$140,000⁽⁸⁾	$120,000⁽²⁾	$47,213⁽²⁾	—	—	—	—	$307,213
Elias J. Sabo	$0	$0	$0	—	—	—	—	$0
Totals	$917,500	$972,500	$382,622	—⁽⁹⁾	—⁽⁹⁾	—⁽⁹⁾	—⁽⁹⁾	$2,272,622


		Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Name/Title	Year	($)	($)	($)	($)	($)	($)	($)	($)
Elias J. Sabo, CEO ⁽¹⁾⁽²⁾	2024	—	—	—	—	—	—	—	—
	2023	—	—	—	—	—	—	—	—
	2022	—	—	—	—	—	—	—	—
Stephen Keller, Current CFO ⁽²⁾	2024	200,000	250,000	—	—	—	—	40,866 ⁽³⁾	490,866


Ryan J. Faulkingham Former CFO ⁽²⁾	2024	375,000	—	—	—	—	—	1,447,049 ⁽⁴⁾	1,822,049
	2023	474,000	575,000	—	—	—	—	68,449 ⁽⁴⁾	1,117,449
	2022	459,000	556,000	—	—	—	—	57,780 ⁽⁴⁾	1,072,780


Year	Healthcare Contributions	Insurance Premiums	401(K) Contributions	Total
	($)	($)	($)	($)
2024	$12,156	$1,110	$27,600	$40,866


Year	Severance/ Transition Service Fees	Healthcare Contributions	Insurance Premiums	401(K) Contributions	Total
	($)	($)	($)	($)	($)
2024	$1,375,000	$42,429	$2,020	$27,600	$1,447,049
2023	—	$38,206	$3,843	$26,400	$68,449
2022	—	$29,847	$3,533	$24,400	$57,780


Year	Summary compensation table total for PEO⁽¹⁾	Compensation actually paid to PEO⁽¹⁾	Average summary compensation table total for non-PEO NEOs⁽²⁾⁽³⁾	Average compensation actually paid to non-PEO NEOs⁽³⁾	Value of initial fixed $100 investment based on:		Net income in (000’s)
Year	Summary compensation table total for PEO⁽¹⁾	Compensation actually paid to PEO⁽¹⁾		Average compensation actually paid to non-PEO NEOs⁽³⁾	Total shareholder return⁽⁴⁾	Peer group total shareholder return⁽⁵⁾	Net income in (000’s)
2024	—	—	$1,156,457	$1,156,457	$125.79	$186.97	$47,350
2023	—	—	$1,117,449	$1,117,449	$116.99	$125.46	$262,405
2022	—	—	$1,072,780	$1,072,780	$90.35	$107.05	$51,438
2021	—	—	$1,043,399	$1,043,399	$145.03	$122.65	$126,809
2020	—	—	$1,026,683	$1,026,683	$84.50	$97.82	$27,197


	2024	2023
Audit Fees ⁽¹⁾	$6,179,716	$6,064,590
Audit-Related Fees ⁽²⁾	—	—
Tax Fees⁽³⁾	$19,015	$14,663
All Other Fees ⁽⁴⁾	—	—
Total	$6,198,731	$6,079,253


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Shares Outstanding
5% Beneficial Owners:
CGI Magyar Holdings LLC ⁽¹⁾	7,241,510	9.6%
American Century Investment Management, Inc. ⁽²⁾	6,034,994	8.02%
The Vanguard Group ⁽³⁾	5,018,774	6.67%
BlackRock, Inc. ⁽⁴⁾	4,229,890	5.62%
Directors, Nominees and Executive Officers:
Alexander S. Bhathal	18,286	*
James J. Bottiglieri	88,217	*
Gordon M. Burns ⁽⁵⁾	87,679	*
Harold S. Edwards	76,539	*
Larry L. Enterline	32,886	*
Stephen Keller	11,840	*
Heidi Locke Simon	22,288	*
Nancy B. Mahon	10,523	*
Elias J. Sabo ⁽⁶⁾	1,007,375	*
Teri R. Shaffer ⁽⁷⁾	15,423	*
Ryan J. Faulkingham ⁽⁸⁾	42,641
All Directors, Nominees and Executive Officers as a Group	1,403,041	1.8%


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Shares Outstanding
Directors, Nominees and Executive Officers:
Gordon M. Burns ⁽¹⁾	23,297	*
All Directors, Nominees and Executive Officers as a Group	23,297	*


	Number of Interests ⁽¹⁾	Percent of Class
Sostratus LLC
allocation interests ⁽²⁾	1,000	100%
trust interests	—	—
Compass Diversified Holdings ⁽³⁾
allocation interests	—	—
trust interests	75,235,966	100%


	Important Notice Regarding Availability of Proxy Materials for the Annual Meeting to be Held on May 29, 2025:

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