Compass Diversified (CODI) Proxy Filing summary

Executive summary

• Achieved double-digit revenue growth and over 30% increase in adjusted EBITDA for 2024, driven by strategic acquisitions and divestitures, and a focus on innovative, disruptive businesses.

• Revised Management Services Agreement to better align management compensation with shareholder interests, including a sliding scale for management fees and elimination of integration service fees.

• Repurchased over 400,000 common shares, returning $9.2 million to shareholders in 2024.

• Strengthened internal audit, financial controls, sustainability, AI, and business automation through new Centers of Excellence.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of six directors for one-year terms, (2) advisory approval of executive compensation (Say-on-Pay), and (3) ratification of Grant Thornton LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholders of record as of April 1, 2025, are eligible to vote; meeting will be held virtually on May 29, 2025.

Board of directors and corporate governance

• Board refreshed with four new directors since 2022, reduced average tenure, and eliminated staggered terms.

• Two long-tenured directors retiring in 2025 as part of planned succession.

• Board consists of a majority of independent directors; all standing committees are composed solely of independent directors.

• Board Chair and CEO roles are separated; annual self-assessments and share ownership guidelines for directors in place.

• Shareholder nominations for directors are accepted with specific advance notice and disclosure requirements.