Fiscal year 2025 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.
This is the complete answer, not a partial one — the list is never padded.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Stephen Keller | $1,003,598 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
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 policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-21 | 40,494,598 | 5,586,343 | 5,777,566 | 78.09% | Passed |
| 2024 | 2024-05-23 | 39,344,950 | 7,160,830 | 240,812 | 84.6% | Passed |
| 2023 | 2023-05-25 | 38,402,730 | 8,440,582 | 543,530 | 81.98% | Passed |
| 2022 | 2022-05-25 | 34,016,631 | 6,590,473 | 288,634 | 83.77% | Passed |
| 2020 | 2020-05-27 | 23,651,530 | 5,072,874 | 668,221 | 82.34% | Passed |
| 2019 | 2019-05-29 | 19,292,378 | 10,989,019 | 644,539 | 63.71% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-21 | 78.09%a |
| 2024 | 2024-05-23 | 84.6%b |
| 2023 | 2023-05-25 | 81.98%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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Larry L. EnterlineIndependent · Board Chair | $290,000 | — | — | — | — | $290,000 |
| Teri R. ShafferIndependent · Audit (Chair) · Nominating/Governance | 260,000 | — | — | — | — | 260,000 |
| Nancy B. MahonIndependent · Nominating/Governance (Chair) | 230,000 | — | — | — | — | 230,000 |
| Harold S. EdwardsIndependent · Compensation (Chair) | 230,000 | — | — | — | — | 230,000 |
| Heidi Locke SimonIndependent · Audit · Compensation | 220,000 | — | — | — | — | 220,000 |
| Alexander S. BhathalDeparted during FY | 220,000 | — | — | — | — | 220,000 |
| James J. BottiglieriDeparted during FY | 220,000 | — | — | — | — | 220,000 |
| Gordon M. BurnsDeparted during FY | 62,630 | — | — | — | — | 62,630 |
| Elias J. SaboEmployee director | 0 | — | — | — | — | 0 |
| Eugene L. KimIndependent · Audit · Compensation · Newly elected | 0 | — | — | — | — | 0 |
| Glenn R. RichterIndependent · Audit · Nominating/Governance · Newly elected | 0 | — | — | — | — | 0 |
| 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 | $500,000 |
| Component | FY2025 |
|---|---|
| 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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Compass Diversified Holdings | 2025 | Stephen 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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Stephen Keller | DEF 14A | 2026-04-10 | 0001140361-26-014271 | Section “Executive Compensation”. As printed: 1,003,598. Filing ↗machine: r6 · c28 · span 509434–509443 |
| 2 | Section 08, Larry L. Enterline | DEF 14A | 2026-04-10 | 0001140361-26-014271 | Section “Director Compensation”. As printed: 290,000. Filing ↗machine: span 407452–407632 |
| 3 | Section 08, Teri R. Shaffer | DEF 14A | 2026-04-10 | 0001140361-26-014271 | Section “Director Compensation”. As printed: 260,000. Filing ↗machine: span 418081–418261 |
| 4 | Section 08, Nancy B. Mahon | DEF 14A | 2026-04-10 | 0001140361-26-014271 | Section “Director Compensation”. As printed: 230,000. Filing ↗machine: span 413477–413657 |
| 5 | Section 08, Harold S. Edwards | DEF 14A | 2026-04-10 | 0001140361-26-014271 | Section “Director Compensation”. As printed: 230,000. Filing ↗machine: span 408932–409112 |
| 6 | Section 08, Heidi Locke Simon | DEF 14A | 2026-04-10 | 0001140361-26-014271 | Section “Director Compensation”. As printed: 220,000. Filing ↗machine: span 411973–412153 |
| 7 | Section 08, Alexander S. Bhathal | DEF 14A | 2026-04-10 | 0001140361-26-014271 | Section “Director Compensation”. As printed: 220,000. Filing ↗machine: span 421074–421254 |
| 8 | Section 08, James J. Bottiglieri | DEF 14A | 2026-04-10 | 0001140361-26-014271 | Section “Director Compensation”. As printed: 220,000. Filing ↗machine: span 422569–422749 |
| 9 | Section 08, Gordon M. Burns | DEF 14A | 2026-04-10 | 0001140361-26-014271 | Section “Director Compensation”. As printed: 62,630. Filing ↗machine: span 423999–424221 |
| 10 | Section 08, Elias J. Sabo | DEF 14A | 2026-04-10 | 0001140361-26-014271 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 11 | Section 08, Eugene L. Kim | DEF 14A | 2026-04-10 | 0001140361-26-014271 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 08, Glenn R. Richter | DEF 14A | 2026-04-10 | 0001140361-26-014271 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2026 vote | Form 8-K | 2026-05-22 | 0001345126-26-000043 | Item 5.07 · say-on-pay result. As reported: 78.09% (votes for as printed: 40,494,598). Filing ↗ |
| 14 | Section 06, 2024 vote | Form 8-K | 2024-05-23 | 0001345126-24-000031 | Item 5.07 · say-on-pay result. As reported: 84.6% (votes for as printed: 39,344,950). Filing ↗ |
| 15 | Section 06, 2023 vote | Form 8-K | 2023-05-26 | 0001345126-23-000034 | Item 5.07 · say-on-pay result. As reported: 81.98% (votes for as printed: 38,402,730). Filing ↗ |
| 16 | Section 09b board cost (computed) | Computed | — | computed | Cash 1,732,630 + equity 0 + all other 0 = 1,732,630, summed across the director compensation table rows.machine: formula: Σ = 1,732,630 |
| 17 | Compass Diversified Holdings (subject), Section 10b CEO total | DEF 14A | 2026-04-10 | 0001140361-26-014271 | CEO total compensation as printed in Compass Diversified Holdings's own proxy. As printed: 1,003,598. Filing ↗machine: r6 · c28 · span 509434–509443 |