DEF 14A of Compass Diversified Holdings, Apr 10, 2026

DEF 14A of Compass Diversified Holdings

Filed Apr 10, 2026 · FY20250001140361-26-014271

Open on EDGAR

  1. To Be Held on Thursday, May 21, 2026

    | 34 | Compensation Discussion and Analysis | | 42 | Pay Versus Performance | | 46 | Compensation Committee Report | | 47 | PROPOSAL 3: Ratification of Appointment of Independent Auditor | | 47 | Our Independent Auditor | | 48 | Fees Paid to Our Independent Auditor | | 49 | Audit Committee Report | | 50 | Our Shareholders | | 50 | Share Ownership of Directors, Nominees, Executive Officers and Principal Shareholders | | 52 | Shareholder Proposals for the 2027 Annual Meeting of Shareholders | | 54 | Attending and Voting at the Annual Meeting | | 55 | Voting By Proxy | | 56 | Appointment of Proxy | | 56 | Revocation of Proxy | | 57 | Approval of Proposals and Solicitation |

  2. Voting of Proxies at the Annual Meeting

    | Larry L. Enterline | 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 chair 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 served as 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. |

  3. Voting of Proxies at the Annual Meeting

    | Harold S. Edwards | 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. |

  4. Voting of Proxies at the Annual Meeting

    | Eugene L. Kim | Eugene L. Kim has served as a director of the Company since March 2026. Mr. Kim is the managing partner of Compass LKL, an independent advisory firm. Prior to founding Compass LKL in 2015, Mr. Kim was a managing director at Compass Partners International, a European-based private equity firm, from 2004 until 2014. Neither Compass LKL nor Compass Partners International are affiliated with Compass Diversified. Earlier in his career, Mr. Kim held investment banking roles at Goldman Sachs International and UBS/Warburg Dillon Read. Mr. Kim has served on the Harvard Business School Fund Council since 2024 and has been a trustee of the Williams College Foundation UK since 2016. He served on the board of DBM Group from 2004 until 2011 and on the board of Flakt Woods Group from 2005 until 2007. Mr. Kim is a graduate of Williams College and the Harvard Business School. |

  5. Voting of Proxies at the Annual Meeting

    | Heidi Locke Simon | 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 this, 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. |

  6. Voting of Proxies at the Annual Meeting

    | Nancy B. Mahon | 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 as a director for TPG Pace Beneficial Finance Corporations I and II (NYSE: TPGY-UN and YTPG), from October 2020 to April 2023. Ms. Mahon was the chair 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. |

  7. Voting of Proxies at the Annual Meeting

    | Glenn R. Richter | Glenn R. Richter has served as a director of the Company since March 2026. Mr. Richter most recently served as chief financial and business transformation officer of International Flavors & Fragrances Inc (NYSE: IFF), a global ingredients company, from 2021 to 2024. Prior to IFF, Mr. Richter held a series of senior leadership roles at TIAA and its subsidiary Nuveen Investments, from 2006 until 2021, including chief operating officer of Nuveen from 2006 to 2015, chief administrative officer of TIAA from 2017 to 2018, culminating as senior executive vice president and chief financial officer from 2019 to 2021. Before joining Nuveen, Mr. Richter served as chief financial officer of: RR Donnelley from 2005 to 2006, and Sears, Roebuck & Co. from 2000 to 2005. Earlier in his career, Mr. Richter held finance and operating roles at PepsiCo’s Frito-Lay and McKinsey & Company. Mr. Richter has served as a director and audit committee chair of Samsonite International S.A. (SEHK: 1910) since 2025 and as a director of TruStage since 2023. He served on the board of Sears Canada from 2004 to 2005. Mr. Richter is a graduate of George Washington University and The Fuqua School of Business at Duke University. |

  8. Voting of Proxies at the Annual Meeting

    | Teri R. Shaffer | Teri R. Shaffer has served as a director of the Company since July 2022. She also serves as a director for the Federal Home Loan Bank Office of Finance, since April 2025. 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. 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. |

  9. Voting of Proxies at the Annual Meeting

    | • | evaluating and making recommendations concerning the total compensation package for directors, including the terms and awards of any equity compensation, as well as reimbursement of directors’ expenses; |

  10. Voting of Proxies at the Annual Meeting

    | • | approving, modifying, overseeing and administering any long-term incentive plans adopted by the Company. |

  11. Voting of Proxies at the Annual Meeting

    | Director Name | Fees Earned or Paid in Cash ($) (1) | Total ($) | | Current Directors | | | | Larry L. Enterline | $290,000 | $290,000 | | Harold S. Edwards (2) | $230,000 | $230,000 | | Eugene L. Kim | — | — | | Heidi Locke Simon | $220,000 | $220,000 | | Nancy B. Mahon (3) | $230,000 | $230,000 | | Glenn R. Richter | — | — | | Elias J. Sabo | — | — | | Teri R. Shaffer (4) | $260,000 | $260,000 | | Former Directors | | | | Alexander S. Bhathal | $220,000 | $220,000 | | James J. Bottiglieri | $220,000 | $220,000 | | Gordon M. Burns (5) | $62,630 | $62,630 |

  12. Voting of Proxies at the Annual Meeting

    | | | 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) | 2025 | — | — | — | — | — | — | — | — | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — | | Stephen Keller, Current CFO (2) | 2025 | 600,000 | 300,000 | — | — | — | — | 103,598 (3) | 1,003,598 | | | 2024 | 200,000 | 250,000 | — | — | — | — | 40,866 (3) | 490,866 |

  13. Voting of Proxies at the Annual Meeting

    | | Summary compensation table total | | Compensation actually paid (CAP) | | Value of initial fixed $100 investment | | Net income/(loss) (000’s)(6) | | Year | PEO(1) | Avg. non- PEO NEOs(2) | PEO(1) | Avg. non- PEO NEOs(3) | Company TSR(4) | Peer group TSR(5) | | | 2025 | — | $1,003,598 | — | $1,003,598 | $31.79 | $194.46 | ($226,415) | | 2024 | — | $1,156,457 | — | $1,156,457 | $148.86 | $159.96 | ($208,861) | | 2023 | — | $1,117,449 | — | $1,117,449 | $138.45 | $128.26 | $108,647 | | 2022 | — | $1,072,780 | — | $1,072,780 | $106.92 | $109.44 | ($59,223) | | 2021 | — | $1,043,399 | — | $1,043,399 | $171.63 | $125.39 | $126,809 |