SEC Form DEF 14A filed by D/B/A Compass Diversified Holdings Shares of Beneficial Intere

Our business and affairs are managed by our Manager, subject to the oversight and direction of our Board. Our Board currently includes eight (8) directors. Our Board has the ability to decrease or increase its size from time to time to no less than five (5) or up to thirteen (13) directors, respectively. Pursuant to the Company’s Sixth Amended and Restated Operating Agreement dated as of August 3, 2021, as amended, which we refer to herein as the “LLC Agreement” (1) the Company’s Allocation Member (as defined in the LLC Agreement) has the right to appoint director(s) to the Board based on overall Board size and any such appointed directors are not required to stand for election by our shareholders, and (2) at each year’s annual shareholders’ meeting, each director (other than any director appointed by the Allocation Member) will be elected for a term of office to expire at the next annual meeting of shareholders following his or her election. Currently, there is one (1) director appointed by the Allocation Member, Elias Sabo, our CEO.

The Board’s Nominating & Corporate Governance Committee (which we refer to as the “Nominating/Governance Committee”) annually evaluates the size and composition of the Board and each standing committee. Our annual Board self-evaluation process serves as a helpful mechanism for monitoring the need for Board refreshment, while maintaining a balance of tenure at the Board. Under the Company’s corporate governance guidelines, directors must inform the Board’s Chair in advance of accepting an invitation to serve on another public or private company board or any committee thereof. Directors must also notify the chair of the Nominating/Governance Committee of any change in circumstance that occurs subsequent to a director’s appointment to the Board. In recommending candidates for election as directors, the Nominating/Governance Committee will also take into consideration the need for the Board to have a majority of directors that are independent under the requirements of our governing documents, the listing standards of the New York Stock Exchange (“NYSE”) and other applicable laws.

The Trust’s common shares are listed on the NYSE under the symbol “CODI.” Under the rules of NYSE, independent directors must comprise a majority of our Board. In addition, the rules of NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent. Audit committee and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the rules of NYSE, a director will only qualify as an “independent director” if, in the opinion of the issuer’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of an NYSE listed company may not, other than in his or her capacity as a member of the audit committee, the board, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, or (ii) be an affiliated person of the listed company or any of its subsidiaries. In determining independence of a member of the compensation committee of an NYSE listed company, the following factors must be considered pursuant to Rule 10C-1: (i) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by the issuer to such director, and (ii) whether the director is affiliated with the issuer, a subsidiary of the issuer or an affiliate of a subsidiary of the issuer.

Pursuant to our LLC Agreement and other governing documents, our Board will always consist of at least a majority of independent directors and all directors serving on our standing committees will also be independent. Our Board has evaluated information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, and reviewed the materiality of any relationship that each of our directors has with the Trust or the Company, either directly or indirectly. Based on this review, the Board has determined that each of Messrs. Edwards, Enterline, Kim, Richter, and Mses. Locke

Simon, Mahon, and Shaffer are “independent directors” as defined by the applicable NYSE standards and our governing documents.

The LLC Agreement gives our Board the authority to delegate its powers to committees of the Board. Our committees are required to conduct meetings and take action in accordance with the directions of the Board, the provisions of our LLC Agreement and the terms of the respective committee charters. Our Board has three (3) standing committees, comprised solely of independent directors, the Audit Committee, the Compensation Committee and the Nominating/Governance Committee. The Nominating/Governance Committee may delegate any of its authority to subcommittees, but each of the Audit Committee and Compensation Committee may not do so, unless otherwise authorized by the Board. Copies of all current committee charters are available on our website at https://ir.compassdiversified.com/corporate-governance/governance-overview. The composition and responsibilities of each of the separately designated standing committees of our Board is described below.

Ms. Shaffer, as chair, Ms. Locke Simon, Mr. Kim and Mr. Richter serve on our Audit Committee. Our Board has determined that each member of the Audit Committee is “independent” and “financially literate” under the NYSE Listing Rules and the SEC rules and regulations applicable to audit committees. Our Board has also determined that each of Ms. Shaffer, Ms. Locke Simon and Mr. Richter qualifies as an “audit committee financial expert” under applicable SEC rules. The Audit Committee met ten (10) times during 2025 in regular and special meetings. All Audit Committee members attended at least 90% of the Audit Committee’s scheduled meetings during 2025. In addition to the regular and special meetings held during 2025, our Audit Committee informally met weekly and/or bi-weekly during the period from April 2025 to December 2025 to receive updates on significant financial, accounting and internal financial controls matters related to the Company and its subsidiaries.

The responsibilities of the Audit Committee are included in its written charter, which can be found on our website at the above link. The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, is responsible for, among other things:

Mr. Edwards, as chair, Ms. Locke Simon, and Mr. Kim serve on our Compensation Committee. Our Board has determined that each member of the Compensation Committee is “independent” and meets the compensation committee independence requirements under the NYSE Listing Rules and Rule 10C-1 of the Exchange Act. In accordance with the Compensation Committee charter, its members are “non-employee directors” within the meaning of Section 16 of the Exchange Act. The Compensation Committee met two (2) times during 2025. All Compensation Committee members attended at least 75% of the Compensation Committee’s meetings during 2025.

The responsibilities of the Compensation Committee are included in its written charter, which can be found on our website at the above link. Our Compensation Committee is responsible for, among other things:

In early 2025, consistent with its approach in prior years, the Compensation Committee conducted a survey of the director compensation practices of other companies that it considers reasonably comparable to the Company. At that time, the Compensation Committee also engaged Mercer (USA) Inc., a third-party consultant, to perform a review of the Company’s non-management director compensation relative to the compensation paid to non-management directors by certain entities identified as being within the Company’s peer group. Mercer (USA) Inc. provided a peer analysis but did not make specific compensation recommendations. The Compensation Committee targets cash and equity compensation for the Company’s non-management directors at the average of its peer group. For a discussion of director compensation, see the section titled “Director Compensation.”

The Company’s Manager is responsible for establishing the form and amount of compensation paid to our Chief Financial Officer and the Chief Financial Officer’s staff by our Manager, in each case, subject to formal approval by the Compensation Committee. Mr. Sabo, our Chief Executive Officer, in his capacity as the managing member of our Manager, participates in the establishment of the form and amount of compensation paid to our Chief Financial Officer and his staff by our Manager.

The Nominating/Governance Committee is comprised entirely of independent directors who meet the independence requirements of NYSE. Ms. Mahon, as chair, Ms. Shaffer and Mr. Richter serve on our Nominating/Governance Committee. The Nominating/Governance Committee met one (1) time during 2025. All Nominating/Governance Committee members attended 100% of the Nominating/Governance Committee’s meetings during 2025.

The responsibilities of the Nominating/Governance Committee are included in its written charter, which can be found on our website at the above link. Our Nominating/Governance Committee is responsible for, among other things:

Below is a summary of certain recent key changes that have been made to our Board structure, overall director composition, and corporate governance policies and standards:

In response to issues disclosed in 2025 relating to Lugano Holding, Inc. (“Lugano”), the Board and its committees increased their oversight of the Company’s financial reporting, internal controls, compliance and risk management, and governance practices. During 2025 and continuing into 2026, the Board and the Audit Committee have devoted substantial additional time to oversight of the Company’s response, including the investigation and remediation process, the review of internal control and monitoring enhancements, the strengthening of the Company’s internal audit capabilities, and governance and oversight enhancements across the Company’s operating subsidiaries.

In addition, the Board took a number of actions intended to strengthen oversight and accountability at both the Company and the Manager, including board refreshment through the appointment of two (2) new independent directors in 2026, amendments to the Management Services Agreement designed to enhance Board oversight, require the repayment of overpaid management fees, address certain outsourced services, and reinforce the full-time commitment and accountability of seconded personnel. Additional information regarding certain of these matters is included under “Certain Relationships and Related Person Transactions,” “Corporate Governance and Board Oversight,” and “Overview of Our Executive Compensation.”

Our Board has adopted corporate governance guidelines that set forth our corporate governance objectives and policies and govern the functioning of the Board and its committees in performing their duties. Our corporate governance guidelines are available on our website at: https://ir.compassdiversified.com/corporate-governance/governance-overview.

Our Board has adopted a code of ethics that sets forth our commitment to ethical business practices. Our code of ethics is available on our website at: https://ir.compassdiversified.com/corporate-governance/governance-overview. Our code of ethics applies to all of our directors and officers, including our principal executive officer, principal financial officer, principal accounting officer or controller (or persons performing similar functions), as well as the officers and employees of our Manager involved in the oversight of the day-to-day operations of the Company and its subsidiaries. Our code of ethics can only be amended by the approval of a majority of our Board, including a majority of our independent directors. We intend to disclose any amendments to, or waivers from, our code of ethics by posting on our website or by filing with the SEC a Current Report on Form 8-K, in each case, if such disclosure is required by rules of the SEC or NYSE.

Our Board annually conducts a self-evaluation (with anonymous responses) to determine whether the Board, the Audit Committee, the Compensation Committee and the Nominating/Governance Committee are functioning effectively and to identify opportunities to enhance their effectiveness.

Our LLC Agreement provides that the Chair of the Board be elected by a majority of the Board and be a member of the Board. The LLC Agreement also provides that, so long as the Management Services Agreement is in effect, the Company’s Manager shall second personnel to serve as the Chief Executive Officer and Chief Financial Officer of the Company, subject to the formal election of such individuals by the Company’s Board.

Although there is no requirement that the Chief Executive Officer and the Chair be separate positions, the Board has currently chosen to separate the Chief Executive Officer and Chair positions. Mr. Larry L. Enterline, an independent director, was appointed as Chair of the Board effective as of July 2, 2022, and currently serves as Chair of the Board. The Board believes the current separation of these roles helps to ensure good Board governance and fosters independent oversight to protect the long-term interests of the Company’s shareholders. In addition, the Board believes this separation is presently appropriate as it allows our Chief Executive Officer to focus primarily on leading the Company’s day-to-day business and affairs while the Board’s Chair can focus on leading the Board in its consideration of strategic issues and monitoring corporate governance and shareholder matters.

As Board Chair, Mr. Enterline is responsible for, among other things: approving meeting agendas; approving Board meeting schedules to ensure there is sufficient time for discussion of all agenda items; approving the type of information to be provided to directors for Board meetings; presiding over all executive sessions of the non-management directors; being available for consultation and direct communication with the Company’s shareholders; calling meetings of non-management directors when necessary and appropriate; and performing such other duties as the Board may from time to time designate.

Currently, there is no director serving as independent lead director of the Company, as the Chair of the Company’s Board is not an executive officer and has been deemed independent by our Board. Our corporate governance guidelines provide that an independent lead director will be elected by the Board’s independent directors if the Chair of the Company’s Board is not deemed independent by the Board.

While it is understood that practical considerations may limit a director from attending each Board meeting and each meeting for those committees on which he or she serves, it is expected that each of our directors will endeavor to attend substantially all of such meetings and to attend in person whenever possible. In addition, it is expected that each director will, at an absolute minimum, for each year of such director’s service, attend at least 75% of the aggregate of (i) the total number of meetings of the Board (held during the period for which such director served as a director), and (ii) the total number of meetings held by all committees of the Board on which such director served (during the periods that such director served). Directors are also encouraged, when scheduling permits, to attend meetings held by the committees of the Board, whether or not serving on such committee. Our Board met eleven (11) times during 2025. Each director attended over 75% of the meetings of the Board and its committees in 2025. In addition to these formally counted Board and committee meetings, the Board and its committees devoted substantial additional time during 2025 during the time each director served on the Board to matters arising from the Lugano matters, the restatement process, related remediation efforts and associated governance matters.

Although we have no formal policy regarding director attendance at the Annual Meeting, directors are encouraged to attend.

Our corporate governance guidelines provide that the non-management directors will meet without management directors in regularly scheduled executive sessions at least quarterly and at such other times as they deem appropriate. To the extent that any non-management directors are not independent directors, the independent directors will also meet in regularly scheduled executive sessions at least once annually. In accordance with our corporate governance

guidelines, the Chair of the Board, Audit Committee, Nominating/Governance Committee, Compensation Committee, or the independent lead director (if serving) will preside at these executive sessions of the non-management directors and independent directors, as determined by the non-management or independent directors based upon the subject matter to be discussed. Mr. Enterline presided over executive sessions of non-management directors and independent directors during fiscal year 2025 and continues to preside over executive sessions of non-management and independent directors. Our non-management directors (who were all deemed independent by our Board) met in executive session seven (7) times during 2025. In addition to those formal executive sessions, non-management directors held additional discussions during 2025, including discussions in connection with the Lugano matters, the Company’s restatement process and related oversight matters.

Our Board believes that non-employee directors of the Company should own meaningful amounts of the common shares of the Trust to promote a long-term perspective and confidence in the Company and to ensure alignment with shareholders, capital markets and public interests. To meet this objective, in February of 2023 the Board established share ownership guidelines for non-employee directors, which we refer to as our “Director Share Ownership Guidelines” under which each non-employee director is expected to acquire and continue to hold during his or her term as a director of the Company common shares of the Trust having a value equal to five (5) times such director’s annual cash retainer, excluding any additional retainer amount(s) such director receives as compensation for chairing the Board, a committee of the Board, for service on a committee, or in a leadership role (e.g. independent lead director), if any (the “Ownership Requirement”). Non-employee directors are required to achieve the applicable Ownership Requirement within five (5) years after their first full year of service on the Board. If the Ownership Requirement is changed or reset, the applicable non-employee directors are required to achieve the new Ownership Requirement within five (5) years of any such change to the Ownership Requirement. Shareholdings that count towards the Ownership Requirement under the Director Share Ownership Guidelines include shares held directly by the non-employee director, shares held by his or her spouse or dependent children, and shares held in trust for the economic benefit of the non-employee director or his or her spouse or dependent children.

As of March 1, 2026 three (3) of our seven (7) non-employee directors, have met the Ownership Requirement set forth in the Director Share Ownership Guidelines. Our other non-employee directors are within the period for compliance. In February of 2026, based on a recommendation of the Board’s Compensation Committee, the Board determined it was appropriate to extend the period for compliance with the Ownership Requirement by two (2) years and to credit directors for the progress made towards the Ownership Requirement as of December 31, 2025, due to the fact that Company’s trading window for insiders remained closed for eleven consecutive months in 2025 and early 2026.

Our Board’s Compensation Committee is responsible for monitoring compliance by directors under our Director Share Ownership Guidelines. The Company’s Board may amend the Director Share Ownership Guidelines at any time as it deems necessary or appropriate.

During fiscal year 2025, no member of our Compensation Committee was an employee or officer of the Company, was a former employee or officer of the Company, or had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K. None of our executive officers currently serves, or served in the past fiscal year, as a member of a board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Based on information known to the Company, during the past ten (10) years none of our directors, director nominees or executive officers has been involved in any legal proceeding of the type required to be disclosed under Item 401(f) of Regulation S-K that is material to an evaluation of the ability or integrity of such person to serve as a director or executive officer of the Company. For additional information regarding litigation and other proceedings involving the Company and our directors, see Note P to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Our nomination process for directors is designed to allow for recruitment procedures that meet the Board’s and the Company’s strategic priorities at a given point in time. As provided in its charter, the Nominating/Governance Committee identifies and makes recommendations to the Board with respect to nominees for election or re-election to the Board at our annual shareholder meetings. When necessary, the Nominating/Governance Committee engages external search firms, as well as engaging with the Company’s existing Board and management team, when considering candidates recommended by investors, shareholders, and others, to perform a thorough and exhaustive search for candidates.

The Nominating/Governance Committee and the Company believe that having directors with a wide array of talents, knowledge, skills, viewpoints, life experiences and backgrounds enhances the Board’s overall performance and its ability to provide oversight and guidance for our diverse portfolio of businesses. The Nominating/Governance Committee, in making its recommendations regarding Board nominees, may consider some or all of the following factors, criteria and qualifications, among others, in identifying individuals who: (a) possess fundamental qualities of intelligence, honesty, perceptiveness, good judgment, maturity, high ethics and standards, integrity, fairness and responsibility; (b) have a genuine interest in the Company and a recognition that, as a member of the Board, each director is accountable to the shareholders of the Company; (c) have a background that demonstrates an understanding of business and financial affairs of other organizations of comparable or larger purpose, complexity and size, and subject to similar or greater legal restrictions and oversight; (d) are able to contribute to the effective oversight of the Company, taking into account the needs of the Company and such factors as the individual’s experience, perspective, skills and knowledge of the industries in which the Company and its subsidiaries operate; (e) have no conflict of interest or legal impediment that would interfere with the duty of loyalty owed to the Company and its shareholders; (f) have no relationships that might impair his or her independence, including, but not limited to, business, financial or family relationships with the Company’s management; (g) have the ability and are willing to spend the time required to function effectively as a director; (h) possess skills necessary for service on Board committees; (i) are compatible and able to work well with other directors and executives in a team effort with a view to a long-term

relationship with the Company as a director; (j) have independent opinions and are willing to state them in a constructive manner; and (k) have qualities that will strengthen the Board and contribute to the overall mix of considerations identified above. These criteria are set forth in the Nominating/Governance Committee charter. The Nominating/Governance Committee will consider director candidates recommended by Company shareholders, in accordance with the criteria and as discussed in the below section titled “Shareholder Nominations of Directors.”

In early 2026 the Nominating/Governance Committee initiated a director recruitment process soliciting potential director nominee candidates from the Company’s existing Board and management team and engaged Korn Ferry, a third party consulting firm with expertise in director recruitment, to perform a search for candidates and to provide an independent evaluation of any internally-sourced candidates, in each case, versus the specific criteria established by the Nominating/Governance Committee.

In seeking candidates, the Nominating/Governance Committee focused first on director independence and sought candidates with a mix of the following experiences, skills, and traits, among others:

Following this process, upon recommendation of the Nominating/Governance Committee, the Board appointed two (2) new directors, Mr. Eugene Kim and Mr. Glenn Richter, to fill the vacancies created by the departure of a director and a newly created Board seat. Korn Ferry was paid $50,000, plus reasonable costs and expenses, for its services.

The Board understands that shareholders have a financial stake in the success of the Company and therefore the Board takes seriously any director suggestion or nomination coming from a shareholder. To make a director nomination, a shareholder must give written notice to our Secretary at our principal executive offices located at 301 Riverside Avenue, Second Floor, Westport, Connecticut 06880, Attention: Chief Compliance Officer, General Counsel and Secretary. In order for a notice to be timely, it must be delivered to our Secretary at the principal executive office described in the preceding sentence not less than one hundred twenty (120) days or more than one hundred fifty (150) days prior to the first anniversary of the preceding year’s annual meeting. In the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by a shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120^th) day prior to such annual meeting and not later than the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made by the Trust.

When directors, other than director(s) appointed by the Allocation Member, are to be elected at a special meeting, such notice must be given not earlier than the one hundred twentieth (120^th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90^th) day prior to such special meeting or the tenth (10^th) day following the day on which a public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

In addition to any other requirements, including those provided under Rule 14a-19 and those set forth in our

governing documents, for a shareholder to properly bring a nomination for director before either an annual or special meeting, the shareholder must be a shareholder of record on both the date of the shareholder’s notice of nomination and the record date relating to the meeting.

The shareholder submitting the recommendation must submit:

In addition, any such notice from a shareholder recommending a director nominee must include the following information:

We may require any proposed nominee to furnish any additional information that we reasonably require to enable our Nominating/Governance Committee to determine the eligibility of the proposed nominee to serve as a director. Candidates are evaluated based on the standards, guidelines and criteria discussed above as well as other factors contained in the Nominating/Governance Committee’s charter, our corporate governance guidelines, our other policies and guidelines and the current needs of the Board.

Our Board recognizes the importance of effective risk oversight to the organization’s continued success and in fulfilling its fiduciary responsibilities to the Company and its shareholders. Certain members of the Company’s management team, as well as certain employees of our Manager, are responsible for the day-to-day management of risk, and the regular reporting to the Board, or the appropriate committee, regarding the Company’s major risk exposures (such as strategic and competitive risks, financial risks, brand and reputation risks, cybersecurity and technology risks, legal and compliance risks, regulatory risks, environmental, social and governance risks, and operational risks) and the steps management has taken to monitor, remediate and control such exposures. Our Board is responsible for promoting an appropriate culture of risk management throughout the organization, overseeing our aggregate risk profile and monitoring how the Company addresses specific risks. In furtherance of this responsibility, the Board has continually added directors with general risk oversight experience, and specific expertise in areas such as cybersecurity, sustainability and global corporate citizenship.

Our General Counsel regularly updates the Board on material legal and regulatory matters and presents, and the Board assesses, at least annually, the critical legal and regulatory risks associated with the business of the Company and each of its subsidiaries, the overall legal and regulatory risk environment for the Company’s business, as well as the steps taken by the appropriate management team, if any, to mitigate such risks.

The Board also performs a significant portion of its role in risk oversight through the Audit Committee. The organization’s Chief Compliance Officer reports directly to our Audit Committee, regularly updates the Audit Committee on material enterprise risk issues and presents, and the Audit Committee assesses, at least quarterly, the Company’s and its subsidiaries’ major risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies and procedures. During 2025, the Company further enhanced its policies and procedures regarding enterprise risk management, as described in this Proxy Statement under the heading “2025 Implementation of New Measures.”

During each quarterly meeting of our Audit Committee, the members of the Audit Committee meet with the Company’s Chief Compliance Officer, independent auditors and counsel, in each case, without management present, to discuss the specific areas of risk identified during the quarter, if any.

The Audit Committee is authorized to utilize outside legal counsel, internal staff, independent experts, and other consultants to assist and advise the committee in connection with its responsibilities, including the evaluation of the Company’s major risk exposures. The Company’s Chief Compliance Officer regularly, and no less than quarterly, briefs the Audit Committee, who in turn reports to the full Board, on matters of ethics and compliance that arise during the quarter.

In addition, if there are particular areas of exposure or applicable emerging areas of risk, for which directors do not already have expertise or familiarity, the Company leverages the expertise of management and/or outside advisors to provide training sessions to our Board.

In light of matters arising during 2025, the Board and the Audit Committee devoted additional attention to the Company’s financial reporting, internal controls, compliance and enterprise risk oversight processes. During 2025 and into 2026, this included increased engagement with management and outside advisors regarding the Lugano matters, the restatement process, remediation efforts, enhancements to internal control and monitoring processes, strengthening of the Company’s internal audit capabilities, and related

governance and oversight enhancements across the Company’s operating subsidiaries and under the Management Services Agreement.

The new measures that were implemented and will continue to be implemented include, without limitation:

The Company may also determine that additional measures are appropriate as its evaluation continues.

The Board is involved in strategic planning and review throughout the year. Additionally, during one quarter of each year, the Board meets in a separate session dedicated to a

discussion regarding the Company’s strategy. The Board’s Chair and Chief Executive Officer review developments against the Company’s strategy at Board meetings and management provides updates to the Board between regularly-scheduled sessions, as necessary. In addition, the Board approves specific initiatives throughout the year, including acquisitions and divestitures over a certain monetary threshold. The Board (or the appropriate committee) reviews trends identified as significant risks and other items of strategic interest such as sustainability and cybersecurity on a regular basis at each quarterly meeting. The Board’s annual schedule includes at least one (1) meeting per year during which a subsidiary chief executive officer presents to the Board regarding such subsidiary’s business, operations, strategy, and culture, on a rotating basis. This provides the Board with the opportunity to engage directly with subsidiary leadership.

Our Board views succession planning as an important part of its oversight responsibilities. From time to time, the Board discusses leadership continuity and succession-related matters with management, including with respect to key leadership roles and contingency planning. The Board expects to continue considering succession-related matters as part of its broader oversight of the Company’s leadership and governance framework.

Our Board considers cybersecurity and cyber risk as part of its risk oversight function and has delegated oversight of cybersecurity risks to the Audit Committee. Two of the directors serving on our Audit Committee, Ms. Locke Simon and Ms. Shaffer, hold CERT Cybersecurity Oversight Certification from Carnegie Mellon. The Audit Committee has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements and related effects on financial and other risks, and it reports any findings and recommendations, as appropriate, to the full Board for consideration. Senior management regularly discusses cyber risks and trends, no less than quarterly, and, if they should arise, will discuss any material incidents with the Audit Committee. Both the Board and the Audit Committee periodically review the measures we have implemented to identify and mitigate cybersecurity risks. As part of such reviews, our Board and Audit Committee receive periodic reports and presentations, no less than

quarterly, from members of the management team responsible for overseeing cybersecurity risk management. These periodic reviews address various topics, including evolving regulatory standards, recent developments, vulnerability assessments, third-party reviews, and other information security topics that senior management deems necessary. We have also established protocols by which certain cybersecurity incidents that meet established reporting thresholds are escalated internally and, where appropriate, reported to the Audit Committee or the Board in a timely manner. See Part I, Item 1C. Cybersecurity of our Annual Report on Form 10-K filed with the SEC on February 27, 2026 (the “Form 10-K”), for more information regarding our cybersecurity practices.

Shareholders and other interested parties may communicate

with the Board, the non-management directors as a group

or any individual director by email at [email protected] or by writing to:

Attention: [Board of Directors] [Board Member]

c/o Carrie W. Ryan, Secretary

301 Riverside Avenue, Second Floor

Westport, Connecticut 06880

Communications addressed to an individual director are forwarded to that director. Communications addressed to the Board or to the non-management directors as a group are forwarded to the Chair of the Board or, as appropriate, to the relevant non-management directors. Communications relating to ordinary business matters, commercial solicitations, customer complaints, improper or irrelevant topics, or matters that are more appropriately directed to management may be forwarded to the appropriate function within the Company or may not be forwarded to directors, as appropriate.

The Company also maintains a confidential and anonymous Ethics and Compliance reporting hotline, which may be used to report concerns relating to ethics, compliance, accounting, internal controls, auditing matters or similar issues. Communications submitted through the hotline are handled in accordance with the Company’s reporting and escalation procedures and, where appropriate, are brought to the attention of the Audit Committee, another appropriate committee of the Board or the full Board.

In addition, the Chair of the Board and committee chairs may, from time to time and as appropriate, participate in shareholder engagement efforts.

Our Board’s Nominating/Governance Committee, which is composed entirely of independent directors, is responsible for reviewing and approving, prior to our entry into any such transaction, all transactions in which we are a participant and in which any of the following related persons have or will have a direct or indirect material interest:

Pursuant to the written terms of our code of ethics, any transaction required to be disclosed pursuant to Item 404 of Regulation S-K (“related person transactions”) must be brought to the attention of and reviewed and approved for potential conflicts of interest by our Board’s Nominating/Governance Committee. The Company may not enter into or engage in any related person transaction with a related person without such approval. Additionally, all related person transactions are to be considered and conducted in a manner such that no preferential treatment is given to any such dealing of transactions. All related person transactions involving an acquisition from or sale to an affiliate of our Manager, including any entity managed by an affiliate of our Manager, must be submitted to the Nominating/Governance Committee for pre-approval. Details of related person transactions will be publicly disclosed as required by applicable law.

Our Manager, of which our Chief Executive Officer serves as the managing member, manages the day-to-day operations and affairs of the Company and oversees the management

and operations of the Company’s subsidiary businesses. Collectively, our management team has extensive experience in acquiring and managing small and middle-market businesses. We believe our Manager’s experience in acquiring, operating and overseeing businesses of the size and nature of our subsidiary businesses supports the Company’s overall strategy and long-term value creation.

While our Manager provides management services to the Company, it is also permitted to provide services, including services similar to the management services provided to the Company, to other entities. Accordingly, the Management Services Agreement does not create a mutually exclusive relationship between our Manager and the Company or its businesses. Subject to the terms of the Management Services Agreement, our Manager and its personnel may engage in other business activities. Our relationship with our Manager is governed principally by the Management Services Agreement.

Our Manager receives management fees, offsetting management fees and reimbursement for certain expenses incurred on behalf of the Company, and uses those amounts to pay compensation, overhead, out-of-pocket and certain other expenses of our Manager, satisfy its contractual obligations and make distributions to its equity holders in accordance with its organizational documents. No officer or director of the Company other than Mr. Sabo owns equity in our Manager.

The Company and our Manager are parties to the Management Services Agreement, pursuant to which our Manager manages the day-to-day operations and affairs of the Company and oversees the management and operations of the Company’s businesses. In exchange for those services, the Company pays our Manager a quarterly management fee.

Effective February 23, 2026, the Company and our Manager entered into the Eighth Amended and Restated Management Services Agreement, which implemented a number of changes intended to strengthen Board oversight, clarify accountability and further align the Management Services Agreement with the Company’s governance and financial objectives.

Among other things, the February 2026 amendments:

The Company may also, in its discretion, continue to make cash payments of management fees while overpaid management fee repayments remain outstanding, in which case such payments may bear interest at a rate agreed between the Company and the Manager.

Effective January 15, 2025, the Company and our Manager entered into the Seventh Amended and Restated Management Services Agreement, which restructured the management fee payable under the Management Services Agreement to consist of a base management fee and an incentive management fee.

Pursuant to that amendment, the base management fee is calculated as: (i) 2.0% of the Company’s adjusted net assets when adjusted net assets are less than or equal to $3.5 billion; (ii) the amount determined under clause (i), plus 1.25% of the amount of adjusted net assets in excess of $3.5 billion, when adjusted net assets are more than $3.5 billion but less than $10 billion; or (iii) 1.5% of adjusted net assets when adjusted net assets are $10 billion or more.

The incentive management fee is calculated as 0.25% of the amount of adjusted net assets in excess of $3.5 billion but is payable only when adjusted net assets are more than $3.5 billion but less than $10 billion and the Company’s annualized internal rate of return on equity for the trailing three-year period exceeds 12%. Any incentive management fee paid to our Manager may be distributed only among the then-current Employees (as defined in the Management Services Agreement) of our Manager, and the payment of any such incentive management fee is subject to approval by the Compensation Committee of the Board.

The January 2025 amendment also eliminated integration services fees payable by the Company’s subsidiaries to the Manager and excluded excess cash held by the Company and its subsidiaries, subject to certain exceptions, from the calculation of the Company’s adjusted net assets, together with certain other changes.

Management fees due to our Manager under the Management Services Agreement are required to be paid prior to the payment of any distributions to shareholders. Pursuant to the Management Services Agreement, our Manager is also entitled to enter into offsetting management services agreements with the Company’s operating subsidiaries. Fees paid by subsidiaries to the Manager under those agreements offset, on a dollar-for-dollar basis, the

management fee otherwise due from the Company to the Manager under the Management Services Agreement for the applicable period.

For the years ended December 31, 2025, 2024 and 2023, the Company incurred approximately $17.9 million, $74.8 million and $67.9 million, respectively, in management fees under the Management Services Agreement, of which approximately $11.4 million, $68.0 million and $61.9 million, respectively, were paid directly by the Company.

Pursuant to the Management Services Agreement, the Company also reimbursed the Manager for approximately $7.0 million, $8.8 million and $6.4 million during the years ended December 31, 2025, 2024 and 2023, respectively, principally for occupancy and staffing costs incurred by the Manager on behalf of the Company.

As a result of the restatement of the Company’s financial statements as of and for the periods ended December 31, 2024, 2023 and 2022, as well as the period ended December 31, 2021, and the revisions reflected in the quarter ended March 31, 2025, the Company determined that management fees previously paid to the Manager exceeded the amounts that should have been due under the Management Services Agreement. The Company has quantified those excess management fees and is recovering them through the contractual recovery and offset mechanisms provided under the Management Services Agreement, including dollar-for-dollar reductions of future amounts otherwise payable to the Manager.

The Company calculated the aggregate amount of excess management fees paid as a result of the restatement to be $50.4 million. During 2025, due to restrictions on the payment of management fees under the forbearance arrangements entered into between the Company and its senior secured lenders, the Company paid $16.6 million less in management fees than would otherwise have been due during 2025, thereby reducing the amount of excess management fees outstanding as of December 31, 2025 to $33.8 million. The Company recorded that amount as an asset due from the Manager.

For the fourth quarter of 2025, the total management fee expense incurred was $14.3 million, of which $13.0 million remained unpaid as of December 31, 2025 and further offset

the amount due from the Manager, resulting in a net receivable of $20.8 million at December 31, 2025. The Company intends to continue reducing future amounts payable under the Management Services Agreement until the excess management fees have been fully recouped.

Additional information regarding the calculation of management fee amounts that were in excess of the amounts due following the restatement is included in Note Q to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K filed on February 27, 2026.

Pursuant to the Management Services Agreement, our Manager may enter into offsetting management services agreements with each of our subsidiaries. The amount of the fee under any such agreement is negotiated between our Manager and the applicable subsidiary management team and is based on the value of the services to be provided. Our Manager has entered into offsetting management services agreements with each of our subsidiaries.

All fees paid directly by a subsidiary to our Manager pursuant to an offsetting management services agreement during any fiscal quarter offset, on a dollar-for-dollar basis, the management fee otherwise due and payable from the Company to our Manager under the Management Services Agreement for that quarter. Offsetting management fees paid by our subsidiaries were approximately $6.6 million, $6.8 million and $6.0 million during fiscal years 2025, 2024 and 2023, respectively.

In the first year following the acquisition of a subsidiary, our Manager historically provided integration services to the newly acquired business, including assistance with periodic reporting, corporate governance and Sarbanes-Oxley compliance matters, sustainability framework implementation, policy review and alignment, and establishment of an appropriate governance structure.

Prior to the January 2025 amendment to the Management Services Agreement, those services were performed pursuant to separate integration services agreements entered into

between the Manager and the applicable subsidiary, and integration services fees were paid to the Manager for such services.

The Honey Pot Company, which the Company acquired in 2024, entered into an integration services agreement pursuant to which it paid our Manager an integration services fee of $3.5 million, in equal quarterly installments, over the twelve-month period commencing June 30, 2024. There were no other integration services fees paid during the year ended December 31, 2025.

During the years ended December 31, 2024 and 2023, our Manager received $2.6 million and $2.4 million, respectively, in total integration services fees from the Company’s subsidiaries. All integration services agreements were approved by the Board’s Nominating/Governance Committee in accordance with the Company’s governing documents.

Pursuant to the January 2025 amendment to the Management Services Agreement, our Manager will no longer enter into integration services agreements with the Company’s subsidiaries and will no longer receive integration services fees in respect of integration services it continues to provide to newly acquired subsidiaries.

The Company has two types of equity interests: trust interests and allocation interests. The Trust is the sole owner of 100% of the trust interests of the Company. Pursuant to the Company’s LLC Agreement, the Trust owns an identical number of trust interests in the Company as exist for the number of outstanding shares of stock of the Trust. Sostratus LLC, who we refer to as the “Allocation Member”, owns 100% of the Company’s allocation interests. Pursuant to the LLC Agreement, the Allocation Member is entitled to receive, if it so elects, a payment representing the positive contribution based profit realized by the Company following the acquisition of a subsidiary, which we refer to as a “profit allocation payment”, upon the occurrence of a “Holding Event” (each five-year anniversary of the acquisition of such subsidiary) or a “Sale Event” (a sale by the Company of a material amount of such subsidiary’s stock or assets), in each case, as defined in the LLC Agreement.

If the Allocation Member elects to receive such payment in respect of a Holding Event or Sale Event of a subsidiary, the Company will make a profit allocation payment to the Allocation Member if the Company’s profits with respect to a subsidiary exceed an annualized hurdle rate of 7%, which hurdle is tied to such subsidiary’s adjusted net assets (as defined in the LLC Agreement) relative to the sum of all of our subsidiaries’ adjusted net assets. The calculation of profit allocation with respect to a particular subsidiary will be based on:

Generally, a profit allocation payment will be made in the event that the amount of profit allocation exceeds the annualized hurdle rate of 7% in the following manner: (i) 100% of the amount of profit allocation in excess of the hurdle rate of 7% but that is less than the hurdle rate of 8.75%, which amount is intended to provide the Allocation Member with an overall profit allocation of 20% once the hurdle rate of 7% has been surpassed; and (ii) 20% of the amount of profit allocation in excess of the hurdle rate of 8.75%. The Board’s Audit Committee, which is comprised solely of independent directors, approves the calculation of any profit allocation payment to be made to the Allocation Member.

Certain persons who are employees and/or partners of our Manager, including Mr. Sabo, the Company’s Chief Executive Officer and Mr. Keller, the Company’s Chief Financial Officer, each owned (directly or indirectly) a percentage of the equity interests in the Allocation Member at December 31, 2025 and December 31, 2024. This ownership entitles them to receive distributions from the Allocation Member when and if the Allocation Member receives a profit allocation payment from the Company. At December 31, 2025 and December 31, 2024, the remaining percentage of the equity interests in the Allocation Member was held by CGI Diversified Holdings LP, the estate of a former Company director, and the former founding partners and certain former employees of the Manager.

No distribution payments were made to the Allocation Member during 2025. The Allocation Member received distribution payments of $48.9 million and $26.5 million, as a

result of Sale Events and Holding Events that occurred in the years ending December 31, 2024 and December 31, 2023, respectively.

The Lugano bankruptcy in November 2025 represented a Sale Event and the corresponding loss associated with such Sale Event will reduce future allocation payments to the Allocation Member. The LLC Agreement also contains a mechanism to adjust future profit allocation payments by over-paid and under-paid profit distributions. The Company

intends to cause future profit allocation payments to be adjusted, as necessary, to reflect the impact of the restatement of the Company’s financial statements, as described in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2026.

None.

While directors may elect to receive such amount in cash, the annual “equity retainer” portion of our non-management directors’ compensation is strongly encouraged to be used by our directors to purchase shares of Trust common stock. Consequently, each non-management director who elects to use such award to purchase shares of Trust common stock receives that number of shares of Trust common stock that can be purchased using the “equity retainer” amount at the market price for shares of Trust common stock on the date of purchase.

Since 2024, the “equity retainer” for our non-management directors has been established in May of each year, prospectively, in respect of expected service during the twelve-month period commencing on the date of the annual shareholders meeting. In respect of the service period from the 2025 annual meeting to the 2026 annual meeting, the applicable equity retainers were accrued for in May 2025. Payment of those accrued amounts was postponed in light of the restatement of the Company’s consolidated financial statements for the year ended December 31, 2024, and was initiated in the first quarter of 2026 following consideration by the Board. No Trust common shares were purchased on behalf of directors in respect of the 2025 equity retainer.

Beginning with the 2026 annual meeting, equity retainers will be paid quarterly in arrears over the applicable annual service period rather than as a single upfront payment. The aggregate amount of the equity retainer for the 2026-2027 service period will not change as a result of this revised payment timing.

Pursuant to our LLC Agreement, neither the Allocation Member’s Appointed Director(s), nor any executive officer of the Company serving as a director who is an employee of our Manager, may be paid compensation as a director or chair of any committee or subcommittee of the Board; provided, however, these directors may be reimbursed for their expenses, if any, incurred with respect to their attendance at each meeting of the Board, as well as any expenses reasonably incurred in their capacities as directors. Accordingly, Mr. Sabo, our Chief Executive Officer and currently the Allocation Member’s sole Appointed Director, does not receive compensation from the Company for his role as a director. Mr. Sabo is reimbursed by the Company for his expenses, if any, incurred with respect to his attendance at each meeting of the Board and any expenses reasonably incurred in his capacity as a director.

Section 14A of the Exchange Act requires that we provide our shareholders with the opportunity to vote, on a non-binding and advisory basis, on the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K. This advisory vote is commonly referred to as a “say-on-pay” vote.

As described in greater detail under “Compensation Discussion and Analysis,” the Company’s executive compensation structure reflects the Company’s external management arrangement. Our Chief Executive Officer is seconded to the Company by our Manager and is not compensated directly by the Company, while the compensation of our Chief Financial Officer is reviewed and approved by the Board’s Compensation Committee. The compensation disclosure in this Proxy Statement is intended to describe that structure clearly, including the Company’s compensation decisions for 2025 and the related disclosure required by SEC rules.

In recommending that shareholders vote FOR this proposal, the Board considered, among other things, the Company’s external management structure, the Compensation Committee’s oversight of the compensation paid to the Company’s Chief Financial Officer, and the disclosures in this Proxy Statement regarding the Company’s compensation practices, clawback analysis and related governance actions. The Board believes that the compensation of the named

executive officers, as disclosed in this Proxy Statement, is appropriate in light of the Company’s structure and the facts and circumstances applicable to fiscal year 2025.

We are asking our shareholders to approve, on a non-binding and advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement and to vote FOR the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC.”

The Say-on-Pay Vote is advisory, and therefore not binding on the Company, our Compensation Committee or our Board. Our Board and our Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the compensation of our named executive officers as disclosed in this Proxy Statement, we will consider the results of the vote in future compensation deliberations and evaluate whether any actions are necessary to address shareholder concerns. We currently hold our advisory vote on executive compensation annually. Thus, we expect to hold our next advisory vote on executive compensation at the 2027 Annual Meeting.

Our Board recommends that you vote, on a non-binding and advisory basis, FOR the resolution approving the compensation of our named executive officers as disclosed in this Proxy Statement.

Our organization is comprised of the Company, the Trust and our Manager, which are separate, independent, business entities that work closely together to own, operate and manage our subsidiaries. We continuously work with our subsidiaries to achieve growth organically and through add-on acquisitions, and we opportunistically evaluate strategic alternatives and assess the appropriate individual course of action for each of those companies, without regard to external and unrelated factors.

Our Manager provides management services to the organization in accordance with the Management Services Agreement with the Company. The Management Services Agreement defines the duties and responsibilities of our Manager, its relationship with the Company, and the areas over which the Company’s Board has ultimate oversight and authority. The Manager, in exchange for a management fee, is tasked with performing the services necessary for the day-to-day business, operations and affairs of the Company’s business, as the Company currently does not have any employees.

The services necessary for the operation of the Company’s business are performed by employees of our Manager under the leadership of Mr. Elias Sabo and Mr. Stephen Keller, who are seconded to the Company as Chief Executive Officer and Chief Financial Officer, respectively. This means that they have been assigned by our Manager to work for the Company during the term of the Management Services Agreement.

Compass Diversified acquires, owns and actively manages a diverse group of middle-market businesses across the branded consumer and industrial sectors. We are an experienced acquirer and manager of middle-market North American companies. Since 2006, we have acquired and operated twenty-four (24) businesses and have supported our subsidiaries as they consummated thirty-five (35) add-on acquisitions during that same period. Currently, our subsidiary businesses include five (5) branded consumer businesses and three (3) industrial businesses. We believe our public company structure gives us a capital structure advantage and

provides our subsidiaries with a much more stable source of funding than is available to stand-alone private, leveraged entities. Our capital structure allows us to take longer-term views and positions us to deliver returns across a wide range of economic climates.

Guided by our buy, build, and grow philosophy, we seek to create lasting value for our stakeholders.

Our Manager determines and pays the compensation of the executive officers seconded to us, as well as the employees of our Manager performing services on our behalf. We do not reimburse our Manager for the compensation paid to our Chief Executive Officer, Mr. Sabo. We do, however, pay our Manager a quarterly management fee and our Manager uses the proceeds from the management fee to pay employees performing services on our behalf, to cover the Manager’s operating expenses and to pay distributions to Mr. Sabo in respect of his equity ownership interest in and role as the managing member of our Manager. Our Board’s Compensation Committee, which is comprised solely of independent directors, oversees the calculation and payment of the management fee paid to our Manager. Any individuals seconded from the Manager to the Company (including, but not limited to, the Company’s Chief Executive Officer and Chief Financial Officer), must serve on a substantially full-time basis. Such seconded individuals may not devote material time and attention to any business activities other than the businesses of the Company and its subsidiaries without the authorization and approval of the Board’s Nominating/Governance Committee, which is comprised solely of independent directors.

The Company’s Board, after due consultation with the Manager, has the right to request that the Manager replace any individual seconded to the Company, including, without limitation, Mr. Sabo as the Company’s Chief Executive Officer, and Mr. Keller as the Company’s Chief Financial Officer, in each case, subject to the terms and conditions of the Management Services Agreement and the LLC Agreement. The Company’s Board also has the right to prohibit any employee of the Manager or any other individual or entity, including consultants or other third party

service providers, from providing services to the Company if, in the good faith judgment of the Board, such prohibition is in the best interest of the Company.

Pursuant to the Management Services Agreement, we reimburse our Manager for the compensation paid to our Chief Financial Officer, Mr. Stephen Keller. Such reimbursement is approved by the Compensation Committee, which is comprised solely of independent directors. The terms and conditions of Mr. Keller’s employment is governed by an employment agreement between our Manager and Mr. Keller. A description of the compensation of Mr. Keller is set forth below under the heading “Employment Agreements – Employment Agreement with Stephen Keller.”

The discussion below relates to the compensation policies and philosophy for Mr. Keller only, as the services performed by the Company’s Chief Executive Officer are provided at the cost of the Manager and are not reimbursed by the Company.

Since the Company first began holding an advisory Say-on-Pay vote, a majority of shareholders voting have approved the compensation of the Company’s named executive officers. Over the past three (3) years, support for the Company’s Say-on-Pay proposal has exceeded 80%, including 84.60% at the Company’s 2024 annual shareholders meeting. The Company has, from time to time, engaged with certain shareholders regarding matters including executive compensation and the Company’s management structure in order to better understand shareholder perspectives and voting decisions. Feedback received through those efforts is considered, together with other relevant factors, in the Company’s ongoing review of its executive compensation and related disclosures.

The employment agreement for Mr. Keller provides that annual compensation is to be paid through a combination of a base salary and an annual cash bonus. Both elements are

designed to be competitive with comparable employers in our industry and intended to provide incentives and reward Mr. Keller for his contributions to the Company.

The primary objective of the aforementioned elements of our executive compensation is to attract and retain a qualified and talented individual to serve as our Chief Financial Officer. Through payment of a competitive base salary, we recognize particularly the experience, skills, knowledge and responsibilities required of the Chief Financial Officer position. An annual cash bonus is designed to reward our Chief Financial Officer’s individual performance during the year and can therefore be variable from year to year.

To determine the amount of our Chief Financial Officer’s compensation, we consider competitive market practices by reviewing publicly available information across our industry and related industries. When establishing Mr. Keller’s 2025 base salary, management and the Board’s Compensation Committee considered several factors, including his background, skills, experience, the functional role of his position, the level of his responsibility, and his base salary with previous employers. The Compensation Committee also considered feedback received from our shareholders who engage in regular communications with our management team, the most recent advisory votes on executive compensation, which were supported by a majority of our shareholders in each of fiscal years 2024 and 2023, and whether such compensation achieves the objective of appropriately rewarding our Chief Financial Officer for his contributions to our business, including its growth and profitability.

Our Chief Financial Officer’s compensation is reviewed on an annual basis. Factors considered in determining increases to our Chief Financial Officer’s salary level are the employment market for chief financial officers of public entities comparable to the Company in size, industry and complexity, the breadth and scope of the responsibilities of the Chief Financial Officer within our organization, his performance in prior years (as assessed by our Compensation Committee in accordance with

the factors outlined below) and the retention of our Chief Financial Officer. We expect Mr. Keller’s salary to increase annually with adjustments largely reflecting additional responsibilities assumed, growth of the Company and the related increase in the complexity of the position of Chief Financial Officer within our organization, to appropriately reward Mr. Keller for his contributions to our growth and profitability, thereby retaining his services and to compensate for cost-of-living increases.

The annual cash bonus element of our executive compensation policy is determined on a discretionary basis and is largely based upon the job performance of our Chief Financial Officer in completing his responsibilities. In determining the amount of Mr. Keller’s annual cash bonus, our Compensation Committee assesses his performance in respect of: (i) the nature and quality of the internal and financial reporting controls; (ii) management of the Company’s financial accounting staff; (iii) the performance of the Company’s financial accounting function and its ability to perform assigned tasks on a timely basis; (iv) his and the financial accounting staff’s interactions with the Company’s outside independent auditors on the strength of the controls environment, the strength of the Company’s finance function generally and the level of cooperation received by such independent auditors in the conduct of the Company’s audit; (v) his and the financial accounting staff’s interaction with the management of our subsidiary businesses; and (vi) his lead role in capital raises and in investor relations. Our Chief Financial Officer’s bonus is not based upon the performance of the Company and, due to the discretionary nature, may be unrelated to the amount of his base salary, although his employment agreement provides that his target annual incentive bonus will be equal to or greater than 50% of his base salary.

Our Manager and the Allocation Member have provided us with certain information to help put into context the amounts paid or distributed to our named executive officers in 2025 by our Manager and the Allocation Member in relation to the management fee we paid to our Manager and any profit allocation payment paid to the Allocation Member, respectively.

Our Chief Executive Officer, Mr. Sabo, is our only executive officer who owns equity in our Manager. Mr. Sabo receives compensation from our Manager which is not reimbursed by us. Our Manager estimates that the total amount paid or distributed to Mr. Sabo, that was reasonably associated with his services as our Chief Executive Officer during 2025 was approximately $2.8 million in the aggregate and represented 16% of the $17.9 million management fee paid or payable by us to our Manager in 2025. Our Manager estimates that the total amount paid or distributed to Mr. Sabo, that was reasonably associated with his services as our Chief Executive Officer during 2024 was approximately $5.5 million in the aggregate and represented 7.35% of the $74.8 million¹ management fee paid or payable by us to our Manager in 2024. Our Manager estimates that the total amount paid or distributed to Mr. Sabo, that was reasonably associated with his services as our Chief Executive Officer during 2023 was approximately $4.5 million in the aggregate and represented 6.6% of the $67.9² million management fee paid or payable by us to our Manager in 2023. Of the total compensation paid to Mr. Sabo by our Manager in 2025 that was reasonably estimated to be associated with his services as our Chief Executive Officer, approximately 17% was fixed, and approximately 83% was variable or incentive pay. Of the total compensation paid to Mr. Sabo by our Manager in 2024 that was estimated to be reasonably associated with his services as our Chief Executive Officer, approximately 8.7% was fixed, and approximately 91.3% was variable or incentive pay. Of the total compensation paid to Mr. Sabo by our Manager in 2023 that was estimated to be reasonably associated with his services as our Chief Executive Officer, approximately 10.5% was fixed, and approximately 89.5% was variable or incentive pay. The amount of such variable or incentive pay is determined primarily by the amount of Mr. Sabo’s equity interest in our Manager and the amount of our Manager’s income derived from the Company, with applicable adjustments, excluding the estimated amount Mr. Sabo would have received had he not provided services to us. The foregoing estimate is provided solely to help shareholders understand the Company’s external management structure and is not intended to represent a determination of Mr. Sabo’s annual total compensation for purposes of Item 402(u) of Regulation S-K.

Although Mr. Sabo is the managing member and an equity holder of our Manager and therefore has an interest in the management fee paid to our Manager and may receive cash distributions from our Manager periodically at its discretion, our Manager does not compensate Mr. Sabo specifically for his services to us. During 2025, 2024 and 2023, Mr. Sabo also provided other services to our Manager. Pursuant to the February 2026 Amendments to the Management Services Agreement, going forward Mr. Sabo, as an officer seconded to the Company, is expected to serve the Company on a substantially full-time basis and not devote material time and attention to any business activities other than the businesses of the Company and its subsidiaries without the authorization and approval of the Company’s Nominating/Governance Committee.

Our Chief Financial Officer, Mr. Keller, whose compensation is paid by our Manager and fully reimbursed by us, does not own equity in our Manager or receive compensation from our Manager reasonably associated with his services as our Chief Financial Officer, other than that compensation which is or was reimbursed by us, as disclosed elsewhere in this Proxy Statement.

During 2025, no amounts were paid or distributed to Messrs. Sabo or Keller by the Allocation Member. The Allocation Member estimates that the total amount paid or distributed to Messrs. Sabo and Keller in 2024 that was reasonably associated with their services to us was approximately $10.2 million in the aggregate, which consisted of approximately $10.2 million to Mr. Sabo and $0 to Mr. Keller, and represented approximately 20.9% of the $48.9 million profit allocation payment paid or payable by us to the Allocation Member in 2024. The Allocation Member estimates that the total amount paid or distributed to Mr. Sabo in 2023 that was reasonably associated with his services to us was approximately $4.6 million and represented approximately 17.4% of the $26.5 million profit allocation payment paid or payable by us to the Allocation Member in 2023.

Of the total compensation paid to Messrs. Sabo and Keller by the Allocation Member that was estimated to be reasonably associated with their services to us in each of 2024 and 2023, 100% was variable or incentive pay. The amount of such variable or incentive pay to each of Messrs. Sabo and Keller is determined by the amount of his applicable equity ownership in the Allocation Member and the amount of applicable profit allocation payment paid or payable by us to the Allocation Member in 2024 and 2023, respectively, with applicable adjustments, excluding the portion of payment or distribution each would have received had either not provided services to us. Please see the section titled “Certain Relationships and Related Persons Transactions – Relationships With Related Persons – Limited Liability Company Agreement of the Company” herein for additional details regarding the calculation of the profit allocation payments.

The amount of payments or distributions by our Manager and the Allocation Member to Messrs. Sabo and Keller, as applicable, is derived by our Manager and the Allocation Member and is not within our control, except for our Manager’s compensation to Mr. Keller which is fully reimbursed by us as disclosed elsewhere in this Proxy Statement.

None of our named executive officers participate in or have account balances in any Company sponsored plan-based award programs.

Employment Agreement with Stephen Keller. On August 31, 2024, our Manager entered into an employment agreement with Mr. Keller, as amended by that certain First Amended and Restated Employment Agreement effective as of August 31, 2024. Our Manager has seconded Mr. Keller to the Company to act as Chief Financial Officer.

For fiscal year 2025, Mr. Keller’s base salary was $600,000 per annum, as recommended by the Manager and ratified and approved by the Board’s Compensation Committee. Mr. Keller’s base salary was increased by 2% to $612,000 per annum for fiscal year 2026. Our Manager has the right to increase, but not decrease, Mr. Keller’s base salary during the term of his employment agreement. The employment agreement with our Manager provides that Mr. Keller is entitled to receive an annual bonus, with a target amount equal to 50% or more of Mr. Keller’s base salary, as determined in the sole judgment of our Manager, subject to the ratification and approval of the reimbursement of such amount by our Board’s Compensation Committee. In early 2026, Mr. Keller was awarded a cash bonus of $300,000 in respect of his services during fiscal year 2025. Such cash bonus is equal to 50% of Mr. Keller’s 2025 base salary. For a 24-month period beginning August 31, 2024, Mr. Keller is entitled to receive reimbursement for his monthly rent near Costa Mesa, California, up to a maximum amount of $3,000 per month.

Mr. Keller’s employment agreement requires Mr. Keller to protect the Company’s confidential information and abide by certain obligations with respect to the Company’s intellectual property. Information regarding Mr. Keller’s rights to payment upon termination of employment pursuant to the employment agreement can be found in this Proxy Statement under the heading titled “Potential Payments Upon Termination or Change in Control.”

In 2023, our Board adopted a Clawback Policy designed to comply with Section 10D of the Exchange Act, Exchange Act Rule 10D-1 and Section 303A.14 of the NYSE Listed Company Manual. As disclosed in our Annual Report on Form 10-K/A filed on December 8, 2025, the Company’s restatement of previously issued financial statements required an analysis under the Clawback Policy. Following that analysis, the Company determined that no recovery was required under the Clawback Policy because it did not identify any compensation received by Mr. Sabo, Mr. Keller or Mr. Faulkingham during the applicable recovery period that constituted “Incentive Compensation” as defined in the Clawback Policy. Mr. Sabo’s economics were not paid directly by, or reimbursed by, the Company and were not awarded under a Company compensation program based on attainment of a Company financial reporting measure. In addition, the compensation of the Company’s current and former Chief Financial Officers consisted of salary and discretionary bonus arrangements that were not based on Company performance or any Company financial reporting measure.

Separately, as described under “Certain Relationships and Related Person Transactions – Relationships with Related Persons – Management Services Agreement – Effect of Restatement on Management Fees,” the Company has identified management fees previously paid to the Manager in excess of the amounts that should have been due under the Management Services Agreement as a result of the restatement and is recovering those excess amounts through the contractual recovery and offset mechanisms provided under the Management Services Agreement, including dollar-for-dollar reductions of future amounts otherwise payable thereunder. That recovery provides a meaningful, quantified, restatement-linked economic recovery to the Company, but it is separate from, and not pursuant to, the Clawback Policy.

The Company has adopted the Compass Diversified Holdings, Compass Group Diversified Holdings LLC (including subsidiaries) and Compass Group Management LLC Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures, which we refer to as our “Insider Trading Policy”, which governs the purchase, sale and/ or

other dispositions of its securities by directors and officers of the Company and employees of the Manager. Under our Insider Trading Policy, each officer and director of the Company and employee of the Manager is prohibited from buying or selling our securities when he or she is aware of material, non-public information about the Company. These individuals are also prohibited from providing such information to others. The Board believes that the Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. As noted in our Insider Trading Policy, it is also our policy that the Company will not engage in transactions of our securities in violation of insider trading laws. Our Insider Trading Policy is available on our website at https://ir.compassdiversified.com/corporate-governance/governance-overview.

To prevent speculation or hedging of executive officers’ and directors’ interests in our equity, our Insider Trading Policy prohibits short sales, hedging transactions and short-term trading (unless pursuant to stock option exercises or other employee benefit plan acquisitions) of Trust stock, and the purchase or sale of options, puts, calls, exchange-traded options, or any derivative security that has similar characteristics, by our executive officers and directors. Our Insider Trading Policy also provides that our executive officers and directors may not hold our securities (regardless of how such securities are obtained) in a margin account or pledge such securities as collateral for a loan. None of our executive officers or directors hold our securities in a margin account or have pledged our securities as collateral for a loan.

None of our named executive officers hold or have ever held options to purchase interests in us or other awards with values based on the value of our interests.

None of our named executive officers participate in or have account balances in qualified or nonqualified defined benefit plans sponsored by us.

None of our named executive officers participate in or have account balances in nonqualified defined contribution plans or other deferred compensation plans maintained by us.

The following summarizes potential payments payable to our named executive officers upon termination of employment or a change in control.

Employment Agreement with Stephen Keller. Pursuant to his employment agreement, if Mr. Keller’s employment is terminated for any reason, including if Mr. Keller terminates his employment for other than “good reason” or if the Manager terminates his employment for “proper cause”, the Manager shall pay Mr. Keller all accrued amounts to which he may be entitled up to the termination date. In addition to accrued obligations, if Mr. Keller’s employment is terminated by the Manager other than in the event of death or disability or in the event of “proper cause” or if Mr. Keller terminates his employment for “good reason,” conditioned upon Mr. Keller’s execution (and, if applicable, non-revocation) of a full waiver and release of all claims against the Manager and its affiliates, including the Company, and their respective officers, directors, shareholders, employees and agents containing standard terms for such an agreement, the Manager shall, within sixty (60) days after the date of termination, pay Mr. Keller, in a lump sum, less legally required withholdings, an amount equal to 75% of Mr. Keller’s base salary rate at the termination date; provided, however, that in the event Mr. Keller’s employment is terminated subsequent to the end of an applicable calendar year for which performance objectives relate and an incentive bonus would otherwise be payable to Mr. Keller and such termination is due to Mr. Keller’s death or disability, by the Manager not for “proper cause”, or by Mr. Keller for “good reason”, such bonus shall be payable without regard to Mr. Keller’s termination of employment. Had such a circumstance and subsequent execution of a full release and waiver occurred as of December 31, 2025, Mr. Keller would have been entitled to receive $450,000. In the event that such termination would have occurred subsequent to December 31, 2025 and been due to Mr. Keller’s death or disability, or by the Manager not for “proper cause”, or by Mr. Keller for “good reason”, Mr. Keller would have been entitled to receive $759,000, representing 75% of his 2026 base salary, plus a $300,000 bonus.

In Mr. Keller’s employment agreement “proper cause” is defined to mean: (a) any breach by Mr. Keller of any material provision of the employment agreement, subject to notice and an opportunity to cure in some instances; (b) an act of dishonesty, gross negligence or willful misconduct, or a willful or reckless violation of a material regulatory requirement, or of any material written policy or procedure applicable to the Company, the Manager or its affiliates by Mr. Keller, if such act has or would reasonably be expected to have a material adverse impact on the financial interests or business reputation of the Company, the Manager or its affiliates; (c) any breach of Mr. Keller’s duty of loyalty or other fiduciary duties to the Company, the Manager or its affiliates; (d) a willful failure of Mr. Keller to follow the reasonable directives of the managing member of the Manager or the Board pertaining to legal compliance or audits of the Company, the Manager or its affiliates, within ten (10) days of receiving notice of any such failure to follow such directive; (e) Mr. Keller’s conviction of, or plea of nolo contendere to, a crime which in the reasonable discretion of the Manager or the Board of the Company, materially and adversely affects or, would reasonably be expected to materially and adversely affect, the reputation of the Company, the Manager or any of its affiliates or Mr. Keller’s ability to perform the services required under the employment agreement; or (f) the commission of an act of fraud, embezzlement, or misappropriation by Mr. Keller with respect to his relations with the Company, the Manager or any of their respective employees, customers, agents, or representatives.

“Good reason” is defined in Mr. Keller’s employment agreement to mean: (a) a breach by the Manager of any of the material provisions of the employment agreement that is not remedied after notice and an opportunity to cure; or

(b) the relocation without Mr. Keller’s consent of his principal place of employment more than sixty (60) miles from the Manager’s Westport, Connecticut or Costa Mesa, California locations.

Our Chief Executive Officer and Chief Financial Officer are employees of our Manager and have been seconded to us to perform services on our behalf, as more fully described in the Management Services Agreement between the Company and our Manager. The Company does not compensate our Chief Executive Officer directly for the services he provides to the Company as Chief Executive Officer. Rather, a management fee is paid to our Manager in respect of the services it performs for the Company pursuant to the Management Services Agreement, and our Manager allocates amounts received by it, together with its other income, among its operating costs, overhead, compensation arrangements and distributions to its equity holders.

Our Chief Executive Officer, Mr. Sabo, is an equity holder of our Manager and may receive cash distributions from our Manager from time to time. However, the amount of any payments or distributions by our Manager to Mr. Sabo is not within the Company’s control, is derived not only from the management fee paid by the Company but also from the Manager’s other income, and is not paid specifically for services to the Company. In addition, during 2025, Mr. Sabo also provided services to our Manager unrelated to the Company.

Accordingly, no CEO pay ratio is provided in this Proxy Statement.

Our Audit Committee is composed of four (4) independent directors, all of whom are financially literate. In addition, the Board has determined that each of Ms. Shaffer, chair, Ms. Locke Simon, and Mr. Richter qualifies as “audit committee financial expert” as defined by the applicable SEC rules. The Audit Committee operates under a written charter, which reflects the NYSE listing standards and the Sarbanes Oxley Act of 2002, as amended, requirements regarding audit committees. A copy of the current Audit Committee charter is available on the Company’s website at: https://ir.compassdiversified.com/corporate-governance/governance-overview.

The Audit Committee’s primary role is to assist the Board in fulfilling its responsibility for oversight of (1) the quality and integrity of the Company’s consolidated financial statements and related disclosures, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications, independence and performance, and (4) the performance of the Company’s internal audit and control functions.

The Company’s management is responsible for the preparation of the financial statements, the financial reporting process and the system of internal controls. The independent auditors are responsible for performing an audit of the financial statements in accordance with auditing standards generally accepted in the U.S. and issuing an opinion as to the conformity of those audited financial statements to U.S. generally accepted accounting principles. The Audit Committee monitors and oversees these processes.

The Audit Committee has adopted a policy designed to ensure proper oversight of our independent auditor. Under the policy, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing any other audit review (including resolution of disagreements among management, the Manager, and the auditor regarding financial reporting), or attestation services. In addition, the Audit Committee is responsible for pre-approving any non-audit services provided by the Company’s independent auditors. The Audit Committee’s charter also ensures that the independent auditor discusses with the Audit

Committee important issues such as internal controls, critical accounting policies, any instances of fraud and the consistency and appropriateness of our accounting policies and practices.

The Audit Committee has reviewed and discussed with management and Grant Thornton LLP, the Company’s independent auditor, the audited financial statements as of and for the year ended December 31, 2025. The Audit Committee has also discussed with Grant Thornton LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee concerning independence and has discussed with the independent auditor the independent auditor’s independence. The Audit Committee also considered whether the non-audit services provided by Grant Thornton LLP to us during 2025 were compatible with its independence as auditor.

Based on these reviews and discussions, the Audit Committee has recommended to the Board, and the Board has approved, the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Members of the Audit Committee

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that we specifically incorporate it by reference in such filing.

There are no securities currently authorized for issuance under an equity compensation plan of the Company.

Section 16(a) of the Exchange Act requires our directors and executive officers and beneficial owners of 10% or more of a registered class of our equity securities to file with the SEC initial reports of beneficial ownership (Form 3) and reports on changes in beneficial ownership (Form 4 or 5). SEC rules adopted pursuant to Section 16(a) require that such persons furnish us with copies of all such forms they file with the SEC. Based solely upon our review of such forms (and amendments thereto) furnished to us during fiscal year 2025, and upon representations received by us from certain of our directors, and executive officers, we believe that our directors, executive officers and beneficial owners of 10% or more of a registered class of our equity securities complied with all Section 16(a) filing requirements on a timely basis during fiscal year 2025.

The Company anticipates that its 2027 Annual Meeting will be held on or about May 27, 2027.

In order to be included in Company-sponsored proxy materials, shareholder proposals will need to comply with Rule 14a-8 promulgated under the Exchange Act. If you do not comply with Rule 14a-8, we will not be required to include the proposal in the proxy statement and the proxy card we will mail to shareholders.

In accordance with the requirements in our governing documents, shareholder proposals for inclusion in our proxy statement for our 2027 Annual Meeting must be received at the Company’s principal executive offices no later than December 11, 2026, which is one hundred twenty (120) calendar days before the date the Company’s Proxy Statement was released to shareholders in connection with the 2026 Annual Meeting; provided, that if the date of the 2027 Annual Meeting is changed by more than thirty (30) days from the date of the Annual Meeting, then the

deadline will be a reasonable time before the Company begins to print and send its proxy materials to shareholders for the 2027 Annual Meeting.

With respect to shareholder proposals not wishing to be included in Company-sponsored proxy materials, but rather to be brought as business at the 2027 Annual Meeting, our governing documents prescribe certain advance notice procedures independent of the notice requirement and deadline described above. To be timely, a shareholder’s notice is required to be delivered to the Secretary no earlier than December 22, 2026 and no later than January 21, 2027, which are dates not less than one hundred twenty (120) days and no more than one hundred fifty (150) days prior to the first anniversary of the 2026 Annual Meeting. However, in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by a shareholder must be so delivered not earlier than the close of business on the one hundred twentieth (120^th) day prior to such annual meeting and not later than the ninetieth (90^th) day prior to such annual meeting or the tenth (10^th) day following the day on which public announcement of the date of such meeting is first made. Shareholder proposals should be sent to: Compass Group Diversified Holdings LLC, 301 Riverside Avenue, Second Floor, Westport, Connecticut 06880, Attention: Secretary.

See the section titled “Corporate Governance and Board Oversight – Shareholder Nominations of Directors” for a discussion of shareholders’ ability to nominate directors. In addition to satisfying the foregoing notice requirements under our governing documents, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 as well as information required under the terms of our governing documents.

A copy of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026, is available to shareholders free of charge on our website at https://ir.compassdiversified.com/financial-information/annual-reports or by writing to us at 301 Riverside Avenue, Second Floor, Westport, Connecticut 06880, Attention: Investor Relations. Alternatively, a copy of such Annual Report on Form 10-K will also be available to shareholders free of charge on a website maintained by Broadridge Financial Solutions, Inc. and may be viewed at http://materials.proxyvote.com/20451Q.

We know of no other business that will be brought before the Annual Meeting. If any other matter or any proposal should be properly presented and should properly come before the meeting for action, the persons named in the accompanying proxy will, at their discretion and in accordance with their best judgment, vote upon such proposal.

We and some brokers have adopted “householding,” a procedure under which shareholders who have the same address will receive a single set of Proxy Materials, unless one or more of these shareholders provides notice that they wish to continue receiving individual copies. Shareholders who participate in householding will continue to receive separate proxy cards.

If you participate in householding and wish to receive a separate set of these Proxy Materials, or if you wish to receive separate copies of future notices, annual reports and proxy statements, please call 1-800-542-1061 or write to: Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. We will deliver the requested documents to you promptly upon your written or verbal request.

Any shareholders of record who share the same address and currently receive multiple copies of Proxy Materials who wish to receive only one copy of these materials per household in the future may contact Broadridge Financial Solutions, Inc., Householding Department at the address or telephone number listed above. If you hold your shares through a broker, bank or other nominee, please contact your broker, bank, or other nominee to request information about householding.

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors, the “Board”, of Compass Group Diversified Holdings LLC, a Delaware limited liability company, the “Company”, for the 2026 Annual Meeting of Shareholders, which we refer to as the “Annual Meeting”, of Compass Diversified Holdings, the “Trust”, to be held on Thursday, May 21, 2026 at 12:00 p.m., Eastern Time, exclusively via live audio webcast, and for any adjournment(s) or postponement(s) thereof. The notice of Annual Meeting, Proxy Statement and proxy card are first being mailed or provided to shareholders on or about April 10, 2026. The Annual Meeting will be a completely virtual meeting.

As described in more detail in this Proxy Statement, the Annual Meeting is being held for the following purposes:

Broadridge Financial Solutions, Inc., which we refer to as “Broadridge”, has been selected as our inspector of election. As part of its responsibilities, Broadridge is required to independently verify that you are a shareholder of the Trust eligible to attend the Annual Meeting and to determine whether you may vote at the Annual Meeting. Therefore, it is very important that you follow the instructions below to gain entry to the Annual Meeting.

The SEC has adopted a Notice and Access rule that allows companies to deliver a Notice of Internet Availability of Proxy Materials, which we refer to as the “Notice”, to shareholders in lieu of a paper copy of the Proxy Statement and related materials and the Company’s Annual Report to Shareholders, which we refer to as the “Proxy Materials.” The Notice provides instructions as to how shareholders can access the Proxy Materials online, contains a listing of matters to be considered at the meeting and sets forth instructions on how shares can be voted. Shares must be voted either by telephone, online or by completing and returning a proxy card. Shares cannot be voted by marking, writing on and/or returning the Notice. Any Notices that are returned will not be counted as votes. Instructions for requesting a paper copy of the Proxy Materials are set forth in the Notice.

If at the close of business on March 24, 2026, you were a shareholder of record, you may vote your shares by proxy through the Internet, by telephone or by mail, or you may vote electronically during the Annual Meeting at www.virtualshareholdermeeting.com/CODI2026 when you enter the control number that appears on the proxy card or Notice that has been provided to you. For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions. To reduce our administrative costs and help the environment by conserving natural resources, we ask that you vote through the Internet or by telephone, both of which are available 24 hours a day, seven days a week. You may revoke your proxies at the times and in the manners described in this Proxy Statement.

If you are a shareholder of record or hold shares through a broker, bank, or other nominee and are voting by proxy, your vote must be received on or before 11:59 p.m., Eastern Time on May 20, 2026, to be counted.