Compass Diversified Holdings
For the period ended May 23, 2024. Filed Apr 10, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 23, 2024 · Filed Apr 10, 2024
Contents
Pay Versus Performance
| | | Pay Versus Performance |
As required by Item 402(v) of Regulation S-K, which was mandated by Section 953(a) of the Dodd-Frank Act, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer “PEO” and “compensation actually paid” to our non-PEO named executive officers “NEOs”, and the financial performance of the Company during the years ended December 31, 2023, 2022, 2021, and 2020, respectively, in each case calculated in a manner consistent with SEC rules. This section should be read in conjunction with the Compensation Discussion and Analysis set forth on pages 31 to 40 of this Proxy Statement, which includes additional discussion of the objectives of our executive compensation for our named executive officers and how it aligned with the Company’s financial and operational performance.
Included in the table below is the annual compensation paid to our named executive officers and our financial performance for each of the four previous fiscal years.
| · Year · · · Summary compensation table total for PEO(1) · · · Compensation actually paid to PEO(1) · · · Average summary compensation table total for non-PEO NEOs(2)(3) · · · Average compensation actually paid to non-PEO NEOs(3) · · · Value of initial fixed $100 investment based on: · · · Net income in (000’s) · | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Total shareholder return(4) · · · Peer group total shareholder return(5) · | |||||||||||||||||||||||
| | 2023 | | | — | | | — | | | $1,117,449 | | | $1,117,449 | | | $116.99 | | | $125.55 | | | $262,405 | |
| | 2022 | | | — | | | — | | | $1,072,780 | | | $1,072,780 | | | $90.35 | | | $107.05 | | | $51,438 | |
| | 2021 | | | — | | | — | | | $1,043,399 | | | $1,043,399 | | | $145.03 | | | $122.65 | | | $126,809 | |
| | 2020 | | | — | | | — | | | $1,026,683 | | | $1,026,683 | | | $84.50 | | | $97.82 | | | $27,197 | |
| (1) | Mr. Elias J. Sabo, our Chief Executive Officer, who is seconded to us by our Manager, does not receive compensation for his services directly from us. Mr. Sabo also provides other services to our Manager and our Manager does not compensate Mr. Sabo specifically for his services to us. We pay our Manager a quarterly management fee and Mr. Sabo, as an equity member of our Manager, receives periodic cash distributions from our Manager after payment of operating costs, compensation and other expenses related to our Manager’s employees and its other members. The amount of such distributions, which relates to not only the management fee paid by us but also the Manager’s other income, is derived by the Manager and is not within our control. Accordingly, no compensation information for Mr. Sabo is reflected in the “summary compensation table total for PEO” or the “compensation actually paid to PEO” columns. |
| (2) | Mr. Ryan J. Faulkingham, our Chief Financial Officer, was the Company’s only non-PEO named executive officer compensated by the Company for the periods reported in this table. Accordingly, the amounts reported in these columns reflect the summary compensation table totals and the compensation actually paid to Mr. Faulkingham for the years 2023, 2022, 2021, and 2020, respectively. |
| (3) | Mr. Faulkingham does not participate in any Company sponsored defined benefit or actuarial pension plans, or any Company sponsored stock award, stock option, non-equity incentive or nonqualified deferred stock compensation plans. Therefore, the compensation actually paid to Mr. Faulkingham was equal to his summary compensation table totals for each of 2023, 2022, 2021, and 2020, respectively. |
| (4) | Our total shareholder return assumes the investment of $100 in our common stock on the last trading day before the earliest fiscal year in the above table through and including the end of the fiscal year for which total shareholder return is depicted. |
| (5) | Represents total shareholder return for NYSE Financial Sector Index. |
Most Important Performance Measures
For the fiscal year ended December 31, 2023, the Company did not compensate its PEO and the Company did not rely on any performance measures to link the compensation of its Chief Financial Officer, the Company’s only non-PEO named executive officer, to the performance of the Company, as described in the Compensation Discussion and Analysis contained in this Proxy Statement. Accordingly, there are no performance measures that could be included in a tabular list or from which a “company selected measure” would be determined for disclosure in the above table.
| | 41 COMPASS DIVERSIFIED | |
|---|
Comparison of Company Total Shareholder Return to Peer Group Total Shareholder Return
During fiscal year 2020, our Company total shareholder return (“TSR”) was below the TSR of our peer group. During 2021, our Company TSR exceeded the TSR of our peer group. Both our Company TSR and the peer group TSR for 2022 were negatively affected by the general market decline in stock prices during that year, with our Company TSR being below the TSR for our peer group. Our Company TSR was slightly below that of our peer group for fiscal year 2023.
Relationship Between Company TSR and Compensation Actually Paid to PEO and NEOs
| | 2024 PROXY STATEMENT 42 | |
|---|
Although the Company did not rely on any performance measures to link the compensation of its Chief Financial Officer, the Company’s only non-PEO named executive officer, to the performance of the Company, the above table illustrates the relationship between the compensation actually paid during fiscal years 2020, 2021, 2022, and 2023, respectively, to our Chief Financial Officer versus the Company’s TSR during the same periods. As described in the Compensation Discussion and Analysis contained in this Proxy Statement, during fiscal years 2020, 2021, 2022, and 2023 the Company did not compensate our PEO.
Relationship Between Compensation Actually Paid to PEO and NEOs and Net Income
Although the Company did not rely on any performance measures to link the compensation paid by the Company to our Chief Financial Officer, the Company’s only non-PEO named executive officer, to the performance of the Company, the above table illustrates the relationship between the compensation actually paid during fiscal years 2020, 2021, 2022, and 2023, respectively, to our Chief Financial Officer versus net income during the same periods. As described in the Compensation Discussion and Analysis contained in this Proxy Statement, during fiscal years 2020, 2021, 2022, and 2023 the Company did not compensate our PEO.
Relationship Between Compensation Actually Paid Versus Company Selected Measure
As noted above, for the fiscal year ended December 31, 2023, the Company did not compensate its PEO and the Company did not rely on any performance measures to link the compensation of its Chief Financial Officer, the Company’s only other named executive officer, to the performance of the Company. Accordingly, a description regarding the relationship between the compensation actually paid versusthe “company selected performance measure” is not provided. Information regarding the compensation of our named executive officer is set forth in the Compensation Discussion and Analysis contained in this Proxy Statement.
| | 43 COMPASS DIVERSIFIED | |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.