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

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COMPASS DIVERSIFIED HOLDINGS

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COMPASS GROUP DIVERSIFIED HOLDINGS LLC

(Exact name of registrant as specified in its charter)

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Your Vote is Important

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 28, 2025 to be counted. To vote by proxy:

Letter to Shareholders

Larry L. Enterline

Board Chair

April 14, 2025

Dear Fellow Shareholders,

I am proud to report that 2024 was another successful year at Compass Diversified (CODI). The Company delivered double-digit growth in revenue and greater than 30% growth in adjusted EBITDA. This strong performance was a direct result of our team executing against our long-term strategic plan and demonstrates that our values-driven approach can deliver superior results.

At CODI, we focus on acquiring and actively managing innovative and disruptive businesses that are poised to outgrow their respective market segments. We empower our subsidiary management teams to pursue their visions and deliver outsized growth through innovation, superior execution, and a focus on the long term. We support these businesses with strategic guidance, permanent capital, and the resources they need to achieve their full potential.

Even with the best products and most well-crafted strategies, outstanding results are only possible with great leadership and dedicated teams. Our values-driven culture means we are able to attract and retain top-tier talent both at CODI and across our subsidiaries. On behalf of the Board, I would like to take this opportunity to recognize our management team, whose commitment to fostering a culture of innovation allows us to seize and invest in growth opportunities while staying true to the principles that define CODI. Equally, I want to recognize the employees whose hard work and commitment bring these values to life each day. I also want to thank the management teams and staff at our subsidiaries, who are executing their growth strategies, challenging the status quo, and delivering exceptional outcomes for all of our stakeholders.

Shareholder Alignment and Long-Term Value Creation

We recently revised our Management Services Agreement to better align management compensation with shareholder interests and increase Board oversight. Key changes include implementing a sliding scale for management fees, eliminating integration service fees on acquisitions, and establishing an incentive management fee, which is subject to approval by the Board’s compensation committee and is paid only when certain financial hurdles are met. Collectively, these changes will reduce long-term costs for shareholders and ensure a stronger alignment between our leadership team and the shareholders we serve.

During 2024, we repurchased over 400,000 common shares returning over $9.2 million to shareholders. This reflects our commitment to deploy and distribute capital to maximize shareholder value. While our primary focus remains funding our strategic growth initiatives and optimizing return on invested capital, we made the decision to opportunistically repurchase shares when we believed our stock was trading below its intrinsic value. This disciplined approach allowed us to deliver long-term value for our shareholders while maintaining financial flexibility.

Enhancing Governance

Over the past few years, we have taken steps to further strengthen our governance and refresh our Board. We began the process in 2022 when we appointed an independent Board Chair and eliminated staggered terms for our directors. That same year, and continuing through 2023, we added four new directors, bringing fresh perspectives, diverse skills, and updated knowledge to the organization. The retirement of two of our longest-tenured Board members this year is the final step in a planned succession strategy, which was designed to facilitate continuity and knowledge transfer, while introducing new ideas and viewpoints. We believe our Board is well positioned to continue to effectively oversee CODI’s evolving strategy and identify and manage risks in a changing market.

On behalf of the Board and the entire organization, I want to take this opportunity to thank Jim Bottiglieri for his 20 years of service to CODI as both a key member of the management team and, most recently, as a Board member. Jim was critical to our initial public offering and has been a valued member of our Board, providing deep institutional knowledge, financial expertise, and wise counsel to the Board and management. We truly appreciate all he has done. The Board would also like to thank Gordon Burns for his 17 years of dedicated service on our Board. His leadership and support have been instrumental to CODI’s success, and we deeply appreciate his contributions.

Annual Meeting of Shareholders

This Proxy Statement provides important information about our Board and governance practices, executive compensation structure, and corporate responsibility and sustainability — key components of our commitment to transparency, accountability, and long-term value creation. Please join us at 12:00 p.m., Eastern Time, on May 29, 2025, for our 2025 Annual Meeting of Shareholders. You can attend virtually by registering here: virtualshareholdermeeting.com/CODI2025.

Although the current market conditions and uncertainties present challenges, looking ahead, long-term we see significant opportunities and a bright future for CODI. Thank you for your continued trust and support as we embark on another year of proactive risk oversight, strategic adaptation, innovation and long-term value creation.

Sincerely,

Larry L. EnterlineChair of the Board

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Thursday, May 29, 2025

Compass Diversified Holdings’ 2025 Annual Meeting of Shareholders (the “Annual Meeting”) will be held via live audio webcast on Thursday, May 29, 2025, at 12:00 p.m. Eastern Time. This year’s Annual Meeting will be a completely virtual meeting, which means that you will be able to participate in the meeting, vote and submit your questions during the meeting online at: virtualshareholdermeeting.com/CODI2025. You will not be able to attend the Annual Meeting in person.

The Annual Meeting is being held for the following purposes:

Shareholders may also be asked to consider and act upon such other matters as may properly come before the meeting, or any adjournment(s) or postponement(s) thereof.

These matters are more fully described in the Proxy Statement. Our Board of Directors (our “Board”) recommends that you vote “FOR ALL” six (6) 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 Grant Thornton LLP as the independent auditor for Compass Diversified Holdings and Compass Group Diversified Holdings LLC for the fiscal year ending December 31, 2025. Our Board knows of no other matters at this time that may be properly brought before the meeting.

Shareholders of record at the close of business on April 1, 2025, are entitled to notice of, and to vote at, the Annual Meeting and at any subsequent adjournment(s) or postponement(s) thereof. A list of these shareholders will be available for inspection for 10 days preceding the Annual Meeting at our principal executive offices located at 301 Riverside Avenue, 2nd Floor, Westport, CT 06880. The Notice of Annual Meeting, proxy card, Proxy Statement and related materials and the Company’s Annual Report to Shareholders, which we refer to as the “Proxy Materials” are first being sent or made available to shareholders on or about April 14, 2025.

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 (“Notice”), 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. The Company’s 2025 Proxy Statement and 2024 Annual Report are available online atproxyvote.com. We encourage you to access and review such materials before voting.

Your vote is important to us. Whether or not you expect to attend the Annual Meeting via webcast, we urge you to consider the Proxy Statement carefully and to promptly vote your shares. To be sure that your shares are properly represented at the meeting, whether or not you attend virtually, please submit your vote through the internet at the website shown on the proxy card or Notice, or by telephone at the number shown on the proxy card or Notice; or, if you received paper copies of your Proxy Materials by mail, by completing, dating, signing, and returning the enclosed proxy card as promptly as possible. We must receive any proxy that will not be delivered during the Annual Meeting webcastno later than 11:59 p.m., Eastern Time on Wednesday, May 28, 2025.

By Order of the Board of Directors,

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