The LLC Agreement provides that the chair of the Board is elected by a majority of the Board and must also be a member of the Board. The chair is not required to be an employee of the Company. Likewise, the LLC Agreement provides that, so long as the Sixth Amended and Restated Management Services Agreement entered into by and between the Company and the Manager effective as of September 30, 2014, as amended through the date hereof, which we refer to 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. 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. In furtherance of its dedication to strong corporate governance, in February of 2022, the Board approved amendments to the LLC Agreement to declassify the Board, which was previously divided into three classes serving staggered three-year terms. Accordingly, at each annual meeting of shareholders each director (other than any director appointed by the Allocation Member of the Company) will be elected for a term of office to expire at the next annual meeting following his or her election. In addition, in March of 2023, the Board appointed a female director, Ms. Teri R. Shaffer, to a Board leadership position, as Chair of the Board’s audit committee.

The Company’s Board has overall responsibility for risk oversight. In furtherance of this responsibility, during 2022, the Board added a director with risk oversight, and specifically, cybersecurity experience. The Company’s general counsel presents, and the Board assesses, at least annually, the critical legal and regulatory risks associated with the businesses of the Company and each of its subsidiaries, the overall risk environment for the Company’s business, as well as the steps

taken by the appropriate management team, if any, to mitigate any such risks. The Board also performs a significant portion of its role in risk oversight through the audit committee. The audit committee charter provides that the audit committee shall assist the Board in fulfilling its oversight responsibility relating to the evaluation of enterprise risk issues. In addition, the audit committee, pursuant to its charter, discusses with management, counsel, the vice president of internal audit and internal audit service providers, as the case may be, and the independent auditors, the Company’s major risk exposures (whether financial, operational or both) and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. The Company’s internal audit department supervises the day-to-day risk management responsibilities of the Company through its internal audit review processes which are performed at the Company level, as well as at each Company subsidiary. The internal audit department tailors its review to provide enhanced evaluations in specific areas which have included, without limitation, fraud, cybersecurity, adequacy of insurance, gift and entertainment and other spending, and business continuity. Our internal audit team reports directly to the audit committee, which is comprised solely of independent directors. In addition, during each quarterly meeting of the audit committee, the members of the audit committee meet with the Company’s vice president of internal audit and independent auditors, 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 lawyers, 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 management team, including Company counsel, regularly evaluates the risks inherent to the businesses of the Company’s subsidiaries and reports the results of such evaluations to the full Board for consideration at least annually and more frequently if the particular facts and circumstances dictate. The Board also oversees ESG matters generally as part of its oversight of our business strategy and risk management, and the Board’s standing committees each oversee specific ESG matters that fall within their respective areas of responsibility. For example, the audit committee has oversight responsibility of compliance with the organization’s periodic reporting and disclosure obligations and the nominating and corporate governance committee has responsibility for overseeing the organization’s policies with respect to corporate social responsibility and global corporate citizenship, as well as ensuring that the Company maintains strong governance practices. The Board and its standing committees regularly discuss with management a variety of ESG topics that are significant to our business and stakeholders. The Board believes that the foregoing processes for overseeing risk ensures that

independent directors are aware of the Company’s major risk exposures. The Company’s chief compliance officer reports directly to the CEO and briefs the board regularly on matters of ethics and compliance. 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 the Board. During fiscal year 2022, for example, our Board received specific training on the SEC’s proposed rules regarding the Enhancement and Standardization of Climate-Related Disclosures for Investors.

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, to ensure compliance with Item 407(b) of Regulation S-K, it is expected that each director will, at an absolute minimum, for each fiscal 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 to attend meetings held by all committees of the Board, whether or not serving on such committee. Our Board met ten times during 2022. All directors attended 90% of the combined Board and committee meetings on which they served in 2022. Although we have no formal policy regarding director attendance at the Annual Meeting of Shareholders, directors are encouraged to attend. All of the Company’s directors attended the 2022 Annual Meeting of Shareholders.

The LLC Agreement gives our Board the authority to delegate its powers to committees appointed by the Board. All of our standing committees are composed solely of independent directors, as defined by the applicable NYSE committee membership independence standards. 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. We have three standing committees: the audit committee, the compensation committee and the nominating and corporate governance committee. The nominating and corporate 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 www.compassdiversified.com, and in print from us without charge upon request by writing to Investor Relations at our principal executive offices located at 301 Riverside Avenue, Second Floor, Westport, Connecticut 06880. The information on our website is not, and shall not be deemed to be, incorporated by reference into this proxy statement or incorporated into any other filings that the Company or the Trust makes with the SEC.

The audit committee is comprised entirely of independent directors who meet the independence requirements of the NYSE and Rule 10A-3 of the Exchange Act and includes two “audit committee financial experts,” although only one such expert is required by applicable SEC regulations. Our audit committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, is responsible for, among other things:

Messrs. Bottiglieri, Enterline, and Edwards served on our audit committee from January 1, 2022 through July 2, 2022. Effective as of July 2, 2022, Ms. Shaffer was appointed to the Audit Committee to replace Mr. Enterline. The current audit committee members are Messrs. Bottiglieri, Edwards, and Ms. Shaffer. Mr. Bottiglieri served as chair of our audit committee for all of fiscal year 2022 and up and through April 1, 2023. Ms. Shaffer was appointed as chair of our audit

committee effective as of April 1, 2023. The Board has determined that each of Mr. Bottiglieri and Ms. Shaffer, qualifies as an audit committee financial expert, as defined by the SEC. The audit committee met six times during 2022. All audit committee members attended 100% of the committee’s meetings during 2022.

The compensation committee is comprised entirely of independent directors who meet the compensation committee independence requirements of the NYSE. In accordance with the compensation committee charter, the members are “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, and “non-employee directors” within the meaning of Section 16 of the Exchange Act. The responsibilities of the compensation committee include, among other things:

In early 2023, consistent with prior years, the Company conducted a survey of the director compensation practices of other companies that it considered reasonably comparable to the Company. The compensation committee targets cash and equity compensation for the Company’s directors at the average of its peer group. The compensation committee also considered the time commitment, responsibilities, and related burdens of Board service over the Company’s history. Based upon this review, the compensation committee recommended to the full Board that the annual compensation paid to non-management directors, including the chair of the Board, not be increased for fiscal year 2023. The full Board ratified the compensation committee’s recommendation on February 16, 2023. 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.

The Company’s compensation committee is responsible for approving the remuneration paid to our Manager as reimbursement for the compensation paid by our Manager to our chief financial officer and his staff. 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. Mercer (USA) Inc., a third-party consulting firm, was engaged by the Company in early 2023 to provide executive compensation benchmarking services with respect to the compensation of our chief financial officer and his staff. Mercer provided a peer analysis but did not make specific compensation recommendations. The compensation committee typically engages a third party to perform a review of non-management director compensation every other year. Mercer (USA) Inc. did not provide any additional services to the Company in 2022 beyond executive compensation benchmarking services with respect to the compensation of our chief financial officer and his staff. Messrs. Edwards, as compensation committee chair, and Burns served on our compensation committee for all of 2022. Mr. Bhathal joined our compensation committee in February of 2022. Mr. Edwards, as chair, and Messrs. Burns and Bhathal currently serve in such roles. The compensation committee met two times during 2022.

The nominating and corporate governance committee is comprised entirely of independent directors who meet the independence requirements of the NYSE. The nominating and corporate governance committee is responsible for, among other things:

Messrs. Burns, as nominating and corporate governance committee chair, Bottiglieri, and Enterline served on our nominating and corporate governance committee from January 1, 2022 through July 2, 2022. Ms. McCoy (who is not standing for re-election at our Annual Meeting), and Mr. Bhathal were each appointed to our nominating and corporate governance committee on July 2, 2022 and Mr. Enterline stepped down from such committee concurrent with these appointments. Mr. Burns, as chair, and Messrs. Bottiglieri, Bhathal and Ms. McCoy currently serve in such roles. Subject to the formal election of Ms. Mahon during our Annual Meeting, the Board expects to appoint Ms. Mahon to our nominating and corporate governance committee, effective as of May 25, 2023, in the place and stead of Ms. McCoy. Mr. Bhathal serves as the Board’s liaison to the Company’s management team with respect to ESG matters. The nominating and corporate governance committee met four times during 2022. All nominating and corporate governance committee members attended 100% of the committee’s meetings during 2022.

INDEPENDENT LEAD DIRECTOR. The independent lead director position was created to ensure that the Board has a director in a leadership position that is “independent” under all applicable rules of the NYSE and the SEC. The independent lead director is elected by the Board’s independent directors. Mr. Larry L. Enterline served as the independent lead director of the Company’s Board from October 21, 2021 through July 2, 2022. Mr. Enterline resigned his position as independent lead director concurrent with his appointment as chair of the Board. Currently, there is no director serving as independent lead director of the Company, as the chair of the Company’s

Board has been deemed independent by our directors. The specific responsibilities of the independent lead director are as follows:

None of the members of our compensation committee, Messrs. Edwards, Burns, and Bhathal, are, or have been, an officer or employee of the Company. During 2022, no member of our compensation committee, consisting of Messrs. Edwards, Burns, and Bhathal, had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. None of our executive officers serves on a board of directors or compensation committee of a company that has an executive officer serving on our Board or compensation committee.

Currently, there are no material proceedings to which any of our directors, director nominees, officers, affiliates, any owners of record or beneficially of more than five percent of any class of voting securities, or any associate of any such director, director nominee, officer, affiliate, or security holder is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

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 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 and corporate governance committee, compensation committee, or the independent lead director will preside at these executive sessions of the non-management directors and independent directors, as determined by the independent directors based upon the subject matter to be discussed. Mr. Day presided over sessions of the non-management directors up and until July 2, 2022. Mr. Enterline presided over executive sessions of independent directors during fiscal year 2022, and over executive sessions of non-management directors and independent directors beginning on July 2, 2022. Mr. Enterline continues to preside over executive sessions of the non-management and independent directors. Our non-management directors met five times during 2022 and our independent directors met one time during 2022.

As provided in its charter, the nominating and corporate governance committee identifies and makes recommendations to the Board with respect to nominees for election or re-election to the Board at our annual meetings of shareholders. The nominating and corporate governance committee casts a wide net in seeking director candidates, including, when necessary, engaging external director search firms, as well as the Company’s existing Board and management team, who know the Company best, and considering candidates recommended by investors, shareholders, and others, to engage in a thorough and exhaustive search for candidates.

The nominating and corporate governance committee, in making its recommendations regarding Board nominees, may consider some or all of the following factors, criteria and qualifications, among others: (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 stockholders 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) be 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 stockholders; (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 be willing to spend the time required to function effectively as a director; (h) possess skills necessary for service on Board committees; (i) be 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 be 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 and corporate governance committee charter. The nominating and corporate 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.”

The nominating and corporate governance committee also evaluates annually the size and composition of the Board and each long-standing committee. Under the Company’s corporate governance guidelines, directors must inform the chair of the Board and the chair of the nominating and corporate governance committee in advance of accepting an invitation to serve on another public company board or any committee thereof. In recommending candidates for election as directors, the nominating and corporate 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 NYSE and other applicable laws.

The Company believes that differences in experience, knowledge skills and viewpoints, enhance the Board’s overall performance. Accordingly, the nominating and corporate governance committee charter provides that the committee shall consider diversity in selecting, evaluating and recommending proposed director candidates. The nominating and corporate governance committee regularly engages in active discussions regarding diversity among directors and director nominees, including diversity of attributes, such as race, gender, ethnicity, sexual orientation, as well as diversity of viewpoint, experiences, skills, ages, cultural beliefs and backgrounds. Each year, the Board assesses the effectiveness of its diversity efforts, among other items, during its annual self-evaluation process. Over the past two years, the Board has nominated two female directors, as well as two directors

who self-identify as being a member of an underrepresented ethnic/racial or LGBT+ community to further enhance the diversity among its members. The Board also supports and sets expectations to drive equity in representation of senior leadership and critical roles held by women, historically ethnic/racial minorities, and other underrepresented groups across the organization.

As an organization that owns subsidiaries in a wide array of industries, seeking leadership that is diverse, including diversity of personal attributes as well as diversity of ethnicity, culture, religious beliefs, experiences, skills, age is always valuable. Several diverse individuals, based on gender, religion, military service experience or who self-identify as being a member of an underrepresented ethnic/racial or LGBT+ community currently hold leadership positions at the Company’s subsidiaries, either as members of a subsidiary board of directors and/or within the executive management teams.

During 2022, and again in 2023, the nominating and corporate governance committee, on behalf of the Company and at the Company’s cost and expense, engaged SpencerStuart, a third-party executive search firm to identify, evaluate, and assist with the recruitment of potential director nominee candidates and to evaluate and screen any director nominee candidates identified by the Company’s executive management team, current board members or others. Diversity was one of the specific criteria established by the Board with respect to such recruitment process.

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: 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 120 days or more than 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 30 days before or more than 70 days after such anniversary date, notice by a shareholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Trust.

When directors, other than directors appointed by the Allocation Member, are to be elected at a special meeting, such notice must be given not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th 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, 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 and corporate 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 and corporate governance committee’s charter, our corporate governance guidelines, our other policies and guidelines and the current needs of the Board.

The Company and our Manager are parties to the Management Services Agreement pursuant to which we pay our Manager a quarterly management fee equal to 0.5% (2.0% annualized) of the Company’s adjusted net assets as of the last day of each fiscal quarter in respect of the services performed by our Manager. The management fee paid to our Manager is required to be paid prior to the payment of any distributions to shareholders. Pursuant to the Management Services Agreement, the Manager is entitled to enter into off-setting management services agreements with each of our operating subsidiaries. The management fee due to our Manager by the Company under the management services agreement is offset on a dollar for dollar basis by fees paid to our Manager by our subsidiary businesses under such offsetting management services agreements. We incurred approximately $63.6 million of management fees under the Management Services Agreement during fiscal year 2022, approximately $56.6 of which were paid directly by the Company. During 2022, the Company reimbursed the Manager for expenses in the amount of approximately $6.5 million, principally for occupancy and staffing costs incurred by the Manger on behalf of the Company, during fiscal year 2022.

During 2022, our Manager agreed to waive, for the period through June 30, 2023, a portion of its management fee so that it would receive a 1% annual management fee related to PrimaLoft, Inc. rather than the 2% fee required under the Management Services Agreement. This resulted in a lower management fee at each of September 30, 2022 and December 31, 2022 than would normally have been due, and such reduction will continue through the quarter ending at June 30, 2023. During 2022, our Manager also agreed to exclude cash balances held at the Company at each of March 31, 2022 and June 30, 2022 from the calculation of the management fee for such periods.

During 2021, our Manager agreed to waive, for the period through December 31, 2021, a portion of the management fee and our Manager received a 1% annual management fee related to BOA Technology, Inc., rather than the 2% fee required under the Management Services Agreement.

This resulted in a lower management fee for fiscal year 2022 than would normally have been due. In the first quarter of 2021, our Manager agreed to waive the portion of the management fee related to the amount of the proceeds deposited with the trustee that was in excess of the amount payable related to the 2026 Senior Notes at March 31, 2021. Additionally, the Manager agreed to exclude cash balances held at the Company as of December 31, 2021 from the calculation of the management fee for such period.

Our Manager has entered into offsetting management services agreements with each of our subsidiaries and may, at any time in the future, enter into offsetting management services agreements directly with the businesses that we own relating to the performance by our Manager of offsetting management services for such businesses. All fees, if any, paid by our subsidiaries 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 by the Company to our Manager under the Management Services Agreement for such fiscal quarter. Offsetting management fees paid by our subsidiaries were approximately $7.0 million during fiscal year 2022.

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 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 to 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 such 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 Company’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.

Mr. Sabo, our chief executive officer and the managing partner of our Manager, as well as certain employees of our Manager, including our chief financial officer, Mr. Faulkingham, own (directly or indirectly) equity interests in the Allocation Member which entitles them to receive distributions from the Allocation Member when and if the Allocation Member receives a profit allocation payment from the Company. For the year ended at December 31, 2022, the foregoing individuals, as a group, were entitled to receive 62.0% of any profit allocation payment made to the Allocation Member and for the year ended at December 31, 2021, these individuals, as a group, were entitled to receive 57.8% of any such profit allocation payment. In addition, for the years ended at December 31, 2022 and 2021, one of the Company’s directors was entitled to receive 5.0% of any profit allocation made to the Allocation Member and CGI Diversified Holdings LP was entitled to receive 5.0% of any such profit allocation payment. The former founding partners of the Manager were entitled to receive the remaining percent of any such profit allocation payments made during fiscal year 2022 and 2021.

There were no profit allocation payments made during the fiscal year ended December 31, 2022.

The following is a summary of the profit allocation payments made to the Allocation Member during the fiscal year ended at December 31, 2021.

Our Manager acts as an advisor to the Company during acquisitions. In the first year of a subsidiary’s ownership, our Manager will provide integration services to the new company. Integration services include reviewing, evaluating and otherwise familiarizing itself with the business, operations, properties, financial condition and prospects; familiarizing the management team with the Company’s periodic reporting, corporate governance and Sarbanes Oxley Act of 2002, as amended (“SOX”) obligations; familiarizing the management team with the Company’s ESG framework and establishing a baseline measurement of ESG factors identified by the Company; reviewing the new subsidiaries’ policies and procedures and, where appropriate, aligning such policies and procedures with other of the Company’s subsidiaries; and assisting in establishing a new board of directors, including identifying and engaging outside and independent director resources, if appropriate. Generally, payments pursuant to integration services agreements are made equally on a quarterly basis over a twelve-month period. PrimaLoft, which was acquired in July 2022, entered into an integration services agreement pursuant to which it will pay our Manager an integration services fee of $4.8 million, over the twelve-month period ending at June 30, 2023. Lugano, which was acquired in September 2021, entered into an integration services

agreement pursuant to which it paid our Manager an integration services fee of $2.3 million, over the twelve-month period ending at December 31, 2022.

During the years ended December 31, 2022, and 2021, our Manager received $4.1 million and $4.9 million, respectively, in total integration service fees. All integration services agreements are approved by the Company’s nominating and corporate governance committee, which is comprised solely of independent directors, in accordance with our governing documents.

Our Manager entered into a marketing services agreement with the Company’s Velocity Outdoor Inc. subsidiary in January of 2022 (the “Marketing Services Agreement”) pursuant to which Velocity has agreed to make payments to the Manager in the aggregate annual amount of $240,00.00, plus reimbursement for certain expenses, in exchange for marketing services. The Marketing Services Agreement had an initial term of one year and was subsequently renewed for an additional one-year term, and the annual payment amounts to the Manager increased to $248,400.00, plus reimbursement for certain expense. The Marketing Services Agreement is not an offsetting management services agreement. The Company’s nominating and corporate governance committee, which is comprised solely of independent directors, approved

the terms and conditions of the Marketing Services Agreement, as well as the subsequent renewal of such agreement.

In August of 2019, the son-in-law of Mr. C. Sean Day, a director of the Company, joined the Company’s Manager as an employee and remains an employee of our Manager. He is not an executive officer of the Manager. Neither the Company nor the Trust was or is a participant in the transaction, neither the Company, nor the Trust reimburses the Manager for the compensation paid by the Manager for this individual, and neither has any input regarding the compensation payable to this individual or any other aspect of his employment with the Manager.

In July of 2022, in recognition of Mr. C. Sean Day’s retirement and long-standing service as chair of the Company’s Board, the Company and the Manager each made a charitable donation in the amount of $25,000.00 ($50,000.00 in the aggregate) to the Sean Day Scholarship Fund administered by the Lawhill Maritime Educational Trust, a tax-exempt Public Benefit Organization. The Lawhill Maritime Educational Trust supports maritime-related education in South Africa, most predominately at the Lawhill Maritime Centre at Simon’s Town School.

“Compass Diversified,” as we refer to it, is comprised of three separate, independent business entities that work closely together: Compass Group Management LLC, the privately held external manager of the organization, which we refer to as the “Manager”, Compass Diversified Trust, which we refer to as the “Trust” and Compass Group Diversified Holdings LLC, which we refer to as the “Company.” Although the shares issued to the public are technically at the Trust level (NYSE: CODI), the Trust and the Company file consolidated reports with the SEC.

The Company has access to substantial financial resources which are utilized for the acquisition and management of middle market businesses. Upon completion of an acquisition, we immediately begin to work with the acquired company’s management team to identify the most critical and time sensitive needs and opportunities and to urgently address them.

Our unique structure allows for the efficient and quick consummation of transactions, without financing contingencies, including obtaining acquisition financing on a transaction-by-transaction basis. In addition, our subsidiaries have ongoing access to substantial growth capital. Finally, our long-term ownership perspective is not impacted by artificial ownership timing criteria. Rather, we continuously work with our subsidiaries to continue to achieve growth organically and through add-on on acquisitions and 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 management services are provided by our Manager in accordance with the Management Services Agreement. 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 and does not expect to have any employees in the foreseeable future.

The services necessary for the operation of the Company’s business are performed by employees of our Manager under the leadership of Messrs. Sabo and Faulkingham, 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 between us and our Manager. The pay ratio disclosure rules of Item 402(u) of Regulation S-K require an issuer to disclose the ratio of the total compensation of the median employee of the issuer and

its consolidated subsidiaries, if any, to the total compensation of the issuer’s chief executive officer. Because we do not reimburse our Manager for our chief executive officer’s compensation, we do not believe such pay ratio disclosure would provide meaningful information to our shareholders and, therefore, do not provide a pay ratio disclosure in our proxy statement

In 2022, our business delivered for shareholders. Our core differentiators of actionable expertise, clear alignment and permanent capital allowed us to generate these exceptionally strong results, including:

Adjusted Earnings and Adjusted EBITDA are non-generally accepted accounting principle (“GAAP”) metrics. See pages 126-131 of our Annual Report on Form 10-K under the heading “Reconciliation of Non-GAAP Financial Measures” for reconciliations to the most directly comparable GAAP financial measures.

Our subsidiaries continued to demonstrate their dedication and resilience by delivering strong financial results amidst challenging market conditions, including the continued regional impacts of COVID-19, inflation, and ongoing supply chain disruptions. Some of our subsidiaries were more impacted than others by the changing macro-economic environment with inflation on the rise, increased interest rates, and ongoing uncertainty in Europe created by the conflict in Ukraine. Despite these challenges, our subsidiary teams were able to deliver strong results.

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, Elias J. 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.

During the fiscal year ended December 31, 2022, we incurred approximately $63.6 million of management fees under the Management Services Agreement, approximately $56.6 of which were paid by the Company and $7.0 million of which were paid by subsidiaries pursuant to offsetting management agreements. For a discussion of the terms of our Management Services Agreement, see the section titled “CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS – Contractual Arrangements with Related Parties – Management Services Agreement.” The Company, 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, subject to the terms and conditions of the Management Services Agreement and the LLC Agreement. We regularly communicate with our shareholders regarding our executive compensation practices.

Pursuant to the Management Services Agreement, we reimburse our Manager for the compensation paid to our chief financial officer, Ryan J. Faulkingham. Such reimbursement is approved by the Company’s compensation committee, which is comprised solely of independent directors. The terms and conditions of Mr. Faulkingham’s employment are governed by an employment agreement between Mr. Faulkingham and our Manager. A description of Mr. Faulkingham’s compensation is set forth below. The Company’s Board and compensation committee also oversee the calculation and payment of the management fee paid to our Manager.

The discussion below relates to the compensation policies and philosophy for Mr. Faulkingham 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.

A majority of our shareholders have approved, on an advisory basis, the executive compensation of our named executive officers (Say-on-Pay), since the inception by us of an advisory vote regarding the executive compensation of our named executive officer. In 2022, we received 83.77% support on our advisory Say-on-Pay vote. Over the past few years, we have steadily increased our shareholder outreach efforts on topics including executive compensation and our management structure, and we have initiated communications with certain

institutional shareholders to better understand the reasons behind certain votes and address any shareholder concerns. In addition, to improve our ability to reach smaller investors, we have engaged an additional third-party investor relations firm to assist with, among other things, continuing shareholder engagement. The Company intends to continue engaging directly with shareholders on these topics.

Mr. Faulkingham’s employment agreement provides that his 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. Faulkingham 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 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. Mercer (USA) Inc., a third-party consulting firm, was engaged by the Company in early 2023 to provide executive compensation benchmarking services with respect to the compensation of our chief financial officer. Mercer provided a peer analysis but did not make specific compensation recommendations. When establishing Mr. Faulkingham’s 2023 base salary, the compensation committee and management considered several factors including: his seniority, the functional role of his position, the level of his responsibility, the ability to replace him, and his base salary during the prior year. 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 2022, 2021 and 2020, and whether such compensation continues to achieve 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 salary level are the employment market for chief financial officers of public entities comparable to the Company in size and industry, 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 the salary of our current chief financial officer, Mr. Faulkingham, 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. Faulkingham 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. Faulkingham’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 is unrelated to the amount of his base salary.

None of our named executives participate in or have account balances in any plan-based award programs.

Employment Agreement with Ryan J. Faulkingham. During fiscal year 2013, our Manager entered into an employment agreement with Mr. Faulkingham. The Manager has seconded Mr. Faulkingham to the Company to act as its chief financial officer.

During fiscal year 2022, Mr. Faulkingham received base salary in the amount of $459,000 per annum. Mr. Faulkingham’s base salary will be increased to $474,000 per annum for fiscal year 2023, as recommended by the Manager and ratified and approved by the Company’s compensation committee during its February 15, 2023 meeting. The Manager has the right to increase, but not decrease, Mr. Faulkingham’s base salary during the term of his employment agreement. The employment agreement with our Manager provides that Mr. Faulkingham is entitled to receive an annual bonus as determined in the sole judgment of our Manager, subject to ratification and approval of the reimbursement of such amount by the compensation committee of our Board. The employment agreement prohibits Mr. Faulkingham from (i) competing with the Company or the Manager, and (ii) soliciting any of the Manager’s or the Company’s employees for a period of one year after the termination of his employment. The employment agreement also requires that Mr. Faulkingham protect the Company’s confidential information.

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, 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 times such director’s annual cash retainer, rounded up to the nearest 500 shares (the “Ownership Requirement”). Non-employee directors are required to achieve the applicable Ownership Requirement within five 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 appliable

Ownership Requirement within five years of any such change to the Ownership Requirement. Shareholdings that count towards the Ownership Requirement 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.

Our nominating and corporate governance committee oversees compliance with the Share Ownership Guidelines and the Board may amend the Share Ownership Guidelines as it deems necessary or appropriate.

Compliance with the Ownership Requirement will be measured annually beginning the first full year following adoption of the Share Ownership Guidelines.

To prevent speculation or hedging of executive officers’ and directors’ interests in our equity, 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”, prohibits short sales, hedging transactions and short-term trading (unless pursuant to stock option exercises or other employee benefit plan acquisitions) of CODI 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 requires our executive officers and directors to obtain prior written approval from our compliance officer before holding our securities in a margin account or pledging our 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. The 229,601 shares owned by our Manager were purchased by it on the open market and are pledged as collateral to Bank of America, N.A., pursuant to a loan agreement entered into by our Manager as of January 4, 2019, as amended, modified or restated from time to time. Mr. Sabo is the managing member of our Manager; however, Mr. Sabo disclaims beneficial ownership of the Manager’s shares, except to the extent of his pecuniary interest.

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

None of our named executives 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.

Pursuant to his employment agreement, if Mr. Faulkingham is terminated (i) by the Manager other than for death or disability or for “proper cause” or (ii) by Mr. Faulkingham for “good reason,” the Manager shall pay Mr. Faulkingham all amounts to which he may be entitled up to the termination date. Conditioned upon Mr. Faulkingham’s execution (and, if applicable, non-revocation) of a full waiver and release of all claims against the Manager and its affiliates and their respective officers, directors, shareholders, employees and agents containing standard terms for such an agreement, the Manager shall, within forty-five (45) days after the date of termination, pay Mr. Faulkingham, in a lump sum, less legally required withholdings, an amount equal to Mr. Faulkingham’s base salary rate at the termination date plus the discretionary bonus, if any, paid to Mr. Faulkingham for the immediately preceding year. Were such a circumstance and subsequent execution of a full release and waiver to occur on December 31, 2023, Mr. Faulkingham would have been entitled to receive $1,030,000.

If Mr. Faulkingham terminates his employment for other than “good reason” or if the Manager terminates his employment for “proper cause”, Mr. Faulkingham’s only rights and benefits are to receive (i) base salary compensation accrued through the termination date, and (ii) unpaid reimbursable expenses incurred for the benefit of the Manager prior to the termination date.

In Mr. Faulkingham’s employment agreement “proper cause” is defined to mean: (a) any breach by Mr. Faulkingham of any material provision of the employment agreement; (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. Faulkingham, if such act has a material adverse impact on the financial interests or business reputation of the Company, the Manager or its affiliates; (c) any breach of Mr. Faulkingham’s duty of loyalty or other fiduciary duties to the Company, the Manager or its affiliates; (d) a willful failure of Mr. Faulkingham to follow the reasonable directives of the managing member of the Manager or the Board of Directors of the Company pertaining to legal compliance or audits of the Company, the Manager or its affiliates; (e) Mr. Faulkingham’s conviction of, or plea of nolo contendere to, a crime which the Manager reasonably determines materially and adversely affects the reputation of the Company, the Manager or any of its affiliates or Mr. Faulkingham’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. Faulkingham 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. Faulkingham’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; (b) a material diminution in Mr. Faulkingham’s duties, authority, and responsibilities other than changes (i) to which Mr. Faulkingham has consented; or (ii) that have been eliminated or cured; or (c) the relocation without Mr. Faulkingham’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 its Manager. The Company does not compensate its chief executive officer for the services that he provides to the Company as chief executive officer. Rather, a management fee is paid to our Manager quarterly in respect of the services it performs for the Company pursuant to the Management Services Agreement and the Manager allocates a portion of such management fee to cover the Manager’s operating costs, overhead and other expenses, including the costs and expenses related to the compensation of all of the Manager’s personnel, other than the chief financial officer and the chief financial officer’s staff. The costs and expenses related to the compensation of our chief financial officer and the chief financial officer’s staff paid by our Manager are reimbursed by the Company. Our chief executive officer, as an owner of equity of the Manager, receives certain distributions from the Manager, along with the other equity owners of the Manager, after payment by the Manager of the aforementioned costs and expenses. As the chief executive officer receives no compensation from the Company for his services, it is not possible to calculate a CEO Pay Ratio.

The following table sets forth information regarding the beneficial ownership of our Series B Fixed-to-Floating Rate Cumulative Preferred Shares (the “Series B”) by each of our directors and executive officers, and our directors and executive officers as a group as of March 28, 2023, based on 4,000,000 shares of Series B issued and outstanding. The Series B is not convertible into common stock and the holders of the shares of the Series B are only entitled to limited voting rights, as provided in the share designation. The address for each director and executive officer is 301 Riverside Avenue, Second Floor, Westport, Connecticut 06880.

The following table sets forth information regarding the beneficial ownership of our Series C Cumulative Preferred Shares (the “Series C”) by each of our directors and executive officers, and our directors and executive officers as a group as of March 28, 2023, based on 4,600,000 shares of Series C issued and outstanding. The Series C is not convertible into common stock and the holders of the shares of the Series C are only entitled to limited voting rights, as provided in the

share designation. The address for each director and executive officer is 301 Riverside Avenue, Second Floor, Westport, Connecticut 06880.

The following table sets forth certain information as of March 28, 2023 regarding the beneficial ownership of the Company’s two classes of equity interests.

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

Section 16(a) of the Exchange Act requires our directors and executive officers and beneficial owners of 10 percent 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 2022, 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 percent 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 2022.

To be considered for inclusion in our proxy statement for the 2024 annual meeting of shareholders, shareholder proposals must be received by the Company no later than December 14, 2023. 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.

With respect to shareholder proposals not wishing to be included in Company-sponsored proxy materials, but rather to be brought as business at the 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 not less than 120 days and no more than 150 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by a shareholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Therefore, to be timely under our governing documents, a proposal for the 2024 annual meeting not included by or at the direction of the Board must be received no earlier than December 27, 2023 and no later than January 26, 2024. Shareholder proposals should be sent to the Secretary at Compass Group Diversified Holdings LLC, 301 Riverside Avenue, Second Floor, Westport, Connecticut 06880, Attention: Investor Relations.

See the section titled “BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND COMMITTEES – 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 under the Exchange Act no later than March 26, 2024.

Copies of our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC, are available to shareholders free of charge on our website at www.compassdiversified.com under the caption “CODI Investor Relations — Financials & Filings” 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 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 2023 Annual Meeting of Shareholders, which we refer to as the “Annual Meeting”, of Compass Diversified Holdings, the “Trust”, to be held on Thursday, May 25, 2023 at 12:00 p.m., Eastern Time, via live audio webcast, and for any adjournment(s) or postponement(s) thereof. The notice of Annual Meeting, Proxy Statement and proxy are first being mailed or provided to shareholders on or about April 12, 2023. 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 Securities and Exchange Commission, which we refer to as 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 of Internet Availability, 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 of Internet Availability 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 as to 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 of Internet Availability. Any Notices of Internet Availability that are returned will not be counted as votes. Instructions for requesting a paper copy of the Proxy Materials are set forth on the Notice of Internet Availability.

If at the close of business on March 28, 2023, 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/CODI2023 when you enter the control number that appears on the proxy card or the Notice of Internet Availability that have 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. 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 by 11:59 p.m., Eastern Time, on May 24, 2023 to be counted.

To vote by proxy:

The Annual Meeting is being hosted via live audio webcast. There will not be a traditional in-person meeting. A summary of the information you need to attend the Annual Meeting online is provided below:

Shareholders of Record We encourage you to appoint a proxy to vote on your behalf by submitting a proxy via the Internet or telephone or, if you received paper copies of the Proxy Materials, by promptly submitting the enclosed proxy card, which is solicited by the Company’s Board, and which, when properly completed, signed, dated and returned to us, will ensure that your shares are voted as you direct. We strongly encourage you to submit a proxy regardless of whether you will electronically attend the Annual Meeting to ensure that your vote is represented at the Annual Meeting.

The persons named in the proxy card are officers of the Company and have been designated as proxies by our Board. These designated proxies will vote as directed by the completed proxy card.

If you wish to change your vote, you may do so by revoking your proxy before the Annual Meeting. Please see the section titled “Revocation of Proxy” below for more information.

Beneficial Owners If you hold your shares in street name, these Proxy Materials are being forwarded to you by your bank, broker or their appointed agent. If you requested printed copies of these Proxy Materials, you should also have received a voter instruction card instead of a proxy card. Your bank or broker will vote your shares as you instruct on the voter instruction card. We strongly encourage you to promptly complete and return your voter instruction card to your bank or broker in accordance with their instructions so that your shares are voted. You may also request a legal proxy from your bank or broker to vote electronically at the Annual Meeting.

The persons who are the designated proxies will vote as you direct in your proxy card or voter instruction card. Please note that proxy cards returned without voting directions, and without specifying a proxy to attend the Annual Meeting and vote on your behalf, will be voted by the designated proxies in accordance with the recommendations of our Board. Our Board recommends:

If any other matter properly comes before the Annual Meeting, your proxies will vote on that matter in their discretion.

You may revoke or change your proxy before the Annual Meeting by:

Any written notice of revocation must be sent to the attention of Carrie W. Ryan, Secretary, Compass Group Diversified Holdings LLC, 301 Riverside Avenue, Second Floor, Westport, Connecticut 06880 or by facsimile to (203) 221-8253.

Each shareholder who owned shares of Trust common stock on March 28, 2023, the record date for the determination of shareholders entitled to vote at the Annual Meeting, is entitled to one vote for each such share of Trust common stock. On March 28, 2023, we had 72,202,729 shares of Trust common stock issued and outstanding that were held by approximately 45,541 beneficial holders and 14 record holders

Under the terms of the Third Amended and Restated Trust Agreement of the Trust, dated August 3, 2021, which we refer to as the “Trust Agreement” and the LLC Agreement, the shareholders present in person or by proxy holding a majority of the then outstanding voting shares of the Trust common stock entitled to vote shall constitute a quorum at a meeting of the Trust’s shareholders. The Series A Trust Preferred Interests, the Series B Trust Preferred Interests and the Series C Trust Preferred Interests, are not considered outstanding voting shares of the Trust for purposes of the Annual Meeting. Accordingly, holders of shares of Trust common stock are the only shareholders entitled to vote at the Annual Meeting. For purposes of determining the presence of a quorum, shares of Trust common stock that are represented by broker non-votes and/or represented by proxies that are marked “abstain” or “withhold” will be counted as shares present for purposes of determining the presence of a quorum. A broker non-vote occurs when the broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power to vote on that proposal without specific voting instructions from the

beneficial owner. Proposals 1, 2 and 3 described in this proxy are non-discretionary items and Proposal 4 described in this proxy is a discretionary item. Broker non-votes will not be counted or deemed to be present in person or by proxy and entitled to vote for the purpose of determining whether our shareholders have approved a matter

If the persons present or represented by proxies at the Annual Meeting do not constitute a majority of the holders of the outstanding Trust common shares entitled to vote as of the record date, we will postpone the Annual Meeting to a later date.

Assuming the presence of a quorum, each director nominee receiving a plurality of the votes cast at the Annual Meeting (in person or by proxy) will be elected as a director. No shareholder shall be permitted to cumulate votes for the election of directors. The election of directors is a non-discretionary item and brokers may not vote on Proposal 1 without specific voting instructions from beneficial owners, resulting in a broker non-vote. Broker non-votes and withheld votes are not counted toward the election of directors or toward the election of the individual nominees specified on the proxy, and therefore, have no impact on Proposal 1.

Assuming the presence of a quorum, the affirmative vote of a majority of the Trust common shares present (in person or by proxy) at the Annual Meeting and entitled to vote on the proposal is required to approve the shareholder advisory vote on executive compensation. Proposal 2 is a non-discretionary item and brokers may not vote on Proposal 2 without specific voting instructions from beneficial owners, resulting in a broker non-vote. An abstention is not counted toward the approval, and the effect of an abstention is the same as a vote “Against” the approval. Broker non-votes will have no impact on this proposal. Because the vote on Proposal 2 is advisory in nature, it will not be binding on the Board or the Company; however, the Board will consider the outcome of the vote, along with other factors, when making future decisions regarding the compensation of our named executive officer(s).

Assuming the presence of a quorum, the frequency option in Proposal 3 receiving the highest number of votes cast will be determined to be the preferred frequency with which the Company is to hold a shareholder advisory vote to approve the compensation of the named executive officer(s). Proposal 3 is a non-discretionary item and brokers may not vote on

Proposal 3 without specific voting instructions from beneficial owners, resulting in a broker non-vote. 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. Because the vote on Proposal 3 is advisory in nature, it will not be binding on the Board or the Company; however, the Board will consider the outcome of the vote, along with other factors, when making future decisions regarding the frequency of which we solicit a shareholder advisory vote regarding the compensation of our named executive officer(s).

Assuming the presence of a quorum, the affirmative vote of a majority of the Trust common shares present (in person or by proxy) at the Annual Meeting and entitled to vote is required to ratify the appointment of Grant Thornton LLP to serve as the independent auditor for the Company and the Trust for fiscal year 2023. An abstention is not counted toward the ratification of the appointment of Grant Thornton LLP to serve as the independent auditor for the Company and the Trust for fiscal year 2023, and the effect of an abstention is the same as a vote “Against” the ratification. Ratification of this appointment is a discretionary item upon which your bank or broker has the authority to vote uninstructed shares. Should your broker not indicate their vote relating to the ratification of the appointment of Grant Thornton LLP to serve as the independent auditor for the Company and the Trust for fiscal year 2023, but otherwise appoint the proxies, your shares will be voted “For” the ratification of the appointment of Grant Thornton LLP to serve as the independent auditor for the Company and the Trust for fiscal year 2023.

Except for certain business combinations, as such term is defined in the Trust Agreement, any other proposal that properly comes before the Annual Meeting must be approved by the affirmative vote of at least a majority of the outstanding Trust shares entitled to vote present (in person or represented by proxy) at the Annual Meeting. A broker non-vote will also not be counted as a vote cast for any other proposal that properly comes before the Annual Meeting.

As required by the Company’s LLC Agreement and Trust Agreement, immediately following the tabulation of votes cast at the Annual Meeting, the Trust, as the sole owner of the Company’s Trust Interests, will vote such Trust Interests for the election of directors in the same proportion as the holders of Trust common stock. Consequently, each director nominee receiving a plurality of the votes cast at the Annual Meeting (in person or by proxy) will be elected by the Trust to serve as a director of the Company until the Company’s 2024 annual meeting of shareholders.

All votes will be tabulated by Broadridge, the proxy tabulator and inspector of election appointed for the Annual Meeting. Broadridge will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

We will bear the cost of the solicitation of proxies, including the preparation, printing and mailing of this Proxy Statement and the proxy card. We have also retained Broadridge to distribute copies of these Proxy Materials to banks, brokers,

fiduciaries and custodians, or their agents holding shares in their names on behalf of beneficial owners so that they may forward these Proxy Materials to our beneficial owners.

We may supplement the original solicitation of proxies by mail with solicitation by telephone, telegram and other means by directors, officers and/or employees of our Manager. We will not pay any additional compensation to these individuals for any such services.