Compass Diversified Holdings

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the registrant ☒

Filed by a party other than the registrant ☐

Check the appropriate box:

COMPASS DIVERSIFIED HOLDINGS

(Exact name of registrant as specified in its charter)

COMPASS GROUP DIVERSIFIED HOLDINGS LLC

(Exact name of registrant as specified in its charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

April 10, 2024

A Message from the Chair of our Board

Dear Fellow Shareholders:

We hope you will join us at our virtual 2024 Annual Meeting of Shareholders on May 23, 2024 at 12:00 p.m., Eastern Time. Your vote is important to us and we encourage you to promptly cast your votes in consideration of our recommendations.

Compass Diversified had another outstanding year. Our dividend adjusted common shareholder return in 2023 was 29.38%. To put this in perspective, our common stock’s performance exceeded the Russell 2000 Index by 1429 basis points (assuming the reinvestment of our distributions). We attribute this success to our competitive positioning, diversification and our recent focus on acquiring and managing more innovative and disruptive businesses with fundamentally faster growth rates. This strategic focus has boosted the power of our growth engine to produce a more consistent, faster level of earnings and cash flow growth. We have seen this effort begin to positively impact our performance as evidenced by our strong 2023 fourth-quarter and full-year results.

Our management team continued to demonstrate innovative thinking and the ability to motivate and align the organization’s employees, who are essential for guiding our Company through a transformative growth period. We are fortunate to have talented leaders and employees who are skilled at driving strong performance today, while also anticipating industry changes and preparing for our future success. Our people are our greatest asset and we appreciate their tremendous contributions and accomplishments during the past year.

As a Board, we actively partnered with management to oversee progress in key areas aligned with our strategy and core values, and we are proud of the following 2023 achievements:

On behalf of the Board and our entire organization, I would like to take this opportunity to acknowledge our former Chair and long-time director C. Seán Day (“Seán”), who served CODI with distinction from the time of our organization’s initial public offering in 2006 until his passing in 2023. It was a privilege to know him and work alongside him. We miss his leadership, counsel, and friendship.

In this Proxy Statement, you will learn more about our Board and governance practices, our approach to Environmental, Social, and Governance (ESG) topics, our executive compensation structure and other important aspects of our Company. I am optimistic about our future and what we can accomplish together in 2024. Thank you for your support and investment in this next stage of our journey.

Sincerely,

Larry L. Enterline,

Board Chair

Compass Diversified Holdings’ 2024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on Thursday, May 23, 2024 at 12:00 p.m., Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visitingwww.virtualshareholdermeeting.com/CODI2024.

The Annual Meeting is being held for the following purposes:

These matters are more fully described in the enclosed Proxy Statement. Our board of directors (the “Board”) recommends that you vote FOR ALL eight (8) of the director nominees to be elected, FOR the resolution approving, on a non-binding and advisory basis, the Say-on-Pay Vote, and FOR the ratification of the independent auditor.

Shareholders of record at the close of business on March 26, 2024 will be entitled to notice of, and to vote at, the Annual Meeting and at any subsequent adjournment(s) or postponement(s) thereof. The share register will not be closed between the record date and the date of the Annual Meeting. A list of shareholders entitled to vote at the Annual Meeting will be available for inspection for the ten (10) days prior to the Annual Meeting at our principal executive offices located at: 301 Riverside Avenue, Second Floor, Westport, Connecticut 06880. In addition, the list of shareholders will also be available during the Annual Meeting through the meeting website for those shareholders who choose to attend. The notice of Annual Meeting, Proxy Statement and proxy are first being mailed or provided to shareholders on or about April 10, 2024.

There will not be a traditional in-person meeting. To be sure that your shares are properly represented at the meeting, whether or not you attend virtually, please submit your vote by telephone or online or, if you received paper copies of the Proxy Materials, promptly complete, sign, date and return the enclosed proxy card in the accompanying pre-addressed envelope. We must receive your proxy no later than 11:59 p.m., Eastern Time, on May 22, 2024.

Please carefully read the sections in the Proxy Statement on attending via live audio webcast and voting at the Annual Meeting to ensure that you comply with these requirements.

Important Notice Regarding Availability of Proxy Materials for the Annual Meeting. We are pleased to save costs and help protect the environment by using the Notice and Access method of delivery. Instead of receiving paper copies of our Proxy Materials in the mail, many shareholders will receive a Notice of Internet Availability of Proxy Materials which provides an internet website address where shareholders can access electronic copies of Proxy Materials and vote. This website also has instructions for voting by telephone and for requesting paper copies of the Proxy Materials and proxy card. Our 2024 Proxy Statement and Annual Report for the year ended December 31, 2023 are available free of charge at www.proxyvote.com. We encourage you to access and review such materials before voting.

By order of the Board.

Sincerely,