Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-22

Compass Diversified Holdings (CODI)

Compass Diversified Holdings is externally managed by an external manager; its named officers' pay is set and paid by the manager, not the company, and its highest-paid named officer, Chief Financial Officer Stephen Keller, was paid $1,003,598 in fiscal year 2025 (SEC filing 0001140361-26-014271 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$1,003,598
Stephen Keller total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
78.09%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Elias Sabo (Chief Executive Officer), FY2023 total compensation $0 (base salary $0) [exec_comp, SEC accession 0001140361-24-019145, filed 2024-04-10]

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CODI's next annual pay disclosure, estimated April 6, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Stephen Keller$600,000$300,000$0$0$0$0$103,598$1,003,598
Chief Financial Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Stephen Keller$1,003,598$490,866—↑ +512,732

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against CODI
No companies currently name CODI as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Alexander S. BhathalFormer director (through FY2025)$220,000
Elias J. SaboDirector—
Eugene L. KimIndependent Director—
Glenn R. RichterIndependent Director—
Gordon M. BurnsFormer director (through FY2025)$62,630
Harold S. EdwardsIndependent Director$230,000
Heidi Locke SimonIndependent Director$220,000
James J. BottiglieriFormer director (through FY2025)$220,000
Larry L. EnterlineChair of the Board$290,000
Nancy B. MahonIndependent Director$230,000
Teri R. ShafferIndependent Director$260,000
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

05

Incentive-plan design — the Compensation Discussion & Analysis

The primary objective of the executive compensation program is to attract and retain a qualified and talented individual to serve as Chief Financial Officer. Compensation is designed to be competitive with comparable employers in the industry, with a base salary recognizing the experience and skills required, and an annual cash bonus rewarding individual performance during the year.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-2140,494,5985,586,3435,777,56678.09%Passed
20242024-05-2339,344,9507,160,830240,81284.6%Passed
20232023-05-2538,402,7308,440,582543,53081.98%Passed
20222022-05-2534,016,6316,590,473288,63483.77%Passed
20202020-05-2723,651,5305,072,874668,22182.34%Passed
20192019-05-2919,292,37810,989,019644,53963.71%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-2178.09%a
20242024-05-2384.6%b
20232023-05-2581.98%c

a. Approved under the standard stated in the filing — “accordingly, an abstention has the same practical effect as a vote "Against" Proposal 2.”.

b. Approved under the standard stated in the filing — “An abstention is not counted toward the approval, and the effect of an abstention is the same as a vote "Against" the approval.”.

c. Approved under the standard stated in the filing — “Broker non-votes and abstentions are not counted toward the preferred frequency with which the Company is to hold a shareholder advisory vote to approve the compensation of the named executive officer(s), and, therefore, have no effect on Proposal 3.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Larry L. EnterlineIndependent · Board Chair$290,000————$290,000
Teri R. ShafferIndependent · Audit (Chair) · Nominating/Governance260,000————260,000
Nancy B. MahonIndependent · Nominating/Governance (Chair)230,000————230,000
Harold S. EdwardsIndependent · Compensation (Chair)230,000————230,000
Alexander S. BhathalDeparted during FY220,000————220,000
Heidi Locke SimonIndependent · Audit · Compensation220,000————220,000
James J. BottiglieriDeparted during FY220,000————220,000
Gordon M. BurnsDeparted during FY62,630————62,630
Glenn R. RichterIndependent · Audit · Nominating/Governance · Newly elected0————0
Eugene L. KimIndependent · Audit · Compensation · Newly elected0————0
Elias J. SaboEmployee director0————0
09

Board fee structure and ownership guideline

Annual cash retainer$100,000
Annual equity retainer$120,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)40,000 / 10,000 / 10,000
Stock ownership guideline$5
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$1,732,630
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$1,732,630

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Compass Diversified Holdings2025Stephen Keller$600,000$0$0$0$1,003,598

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Compass Diversified Holdings in fiscal 2025?
As disclosed, Stephen Keller (Chief Financial Officer) was the highest-paid executive at Compass Diversified Holdings in fiscal 2025, with total compensation of $1,003,598.
How did shareholders vote on Compass Diversified Holdings's executive compensation?
As disclosed, 78.09% of shareholders supported Compass Diversified Holdings's executive compensation in the latest say-on-pay vote.
How much does Compass Diversified Holdings spend in total on board compensation for fiscal 2025?
As disclosed, Compass Diversified Holdings reported total board compensation of $1,732,630 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Stephen KellerDEF 14A2026-04-100001140361-26-014271Section “Executive Compensation”. As printed: 1,003,598. View filing ↗
2Section 08, Larry L. EnterlineDEF 14A2026-04-100001140361-26-014271Section “Director Compensation”. As printed: 290,000. View filing ↗
3Section 08, Teri R. ShafferDEF 14A2026-04-100001140361-26-014271Section “Director Compensation”. As printed: 260,000. View filing ↗
4Section 08, Nancy B. MahonDEF 14A2026-04-100001140361-26-014271Section “Director Compensation”. As printed: 230,000. View filing ↗
5Section 08, Harold S. EdwardsDEF 14A2026-04-100001140361-26-014271Section “Director Compensation”. As printed: 230,000. View filing ↗
6Section 08, Alexander S. BhathalDEF 14A2026-04-100001140361-26-014271Section “Director Compensation”. As printed: 220,000. View filing ↗
7Section 08, Heidi Locke SimonDEF 14A2026-04-100001140361-26-014271Section “Director Compensation”. As printed: 220,000. View filing ↗
8Section 08, James J. BottiglieriDEF 14A2026-04-100001140361-26-014271Section “Director Compensation”. As printed: 220,000. View filing ↗
9Section 08, Gordon M. BurnsDEF 14A2026-04-100001140361-26-014271Section “Director Compensation”. As printed: 62,630. View filing ↗
10Section 08, Glenn R. RichterDEF 14A2026-04-100001140361-26-014271Section “Director Compensation”. As printed: 0. View filing ↗
11Section 08, Eugene L. KimDEF 14A2026-04-100001140361-26-014271Section “Director Compensation”. As printed: 0. View filing ↗
12Section 08, Elias J. SaboDEF 14A2026-04-100001140361-26-014271Section “Director Compensation”. As printed: 0. View filing ↗
13Section 06, 2026 voteForm 8-K2026-05-220001345126-26-000043Item 5.07 · say-on-pay result. As reported: 78.09% (votes for as printed: 40,494,598). View filing ↗
14Section 06, 2024 voteForm 8-K2024-05-230001345126-24-000031Item 5.07 · say-on-pay result. As reported: 84.6% (votes for as printed: 39,344,950). View filing ↗
15Section 06, 2023 voteForm 8-K2023-05-260001345126-23-000034Item 5.07 · say-on-pay result. As reported: 81.98% (votes for as printed: 38,402,730). View filing ↗
16Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.
17Section 09b board cost (computed)Computed——Cash 1,732,630 + equity 0 + all other 0 = 1,732,630, summed across the director compensation table rows.
18Compass Diversified Holdings (subject), Section 10b CEO totalDEF 14A2026-04-100001140361-26-014271CEO total compensation as printed in Compass Diversified Holdings's own proxy. As printed: 1,003,598. View filing ↗