Compass Diversified Holdings — Proxy Solicitation & Information Statement 2021

Apr 13, 2021

DEF 14A 1 codi-def14a_052621.htm DEFINITIVE PROXY STATEMENT codi-def14a_052621 Document Created by Quality EDGAR Solutions Single Source System Ver. 7h3d0c70r.1.0 (tvnabbpndsdnf) [1618251576375-3865]

COMPASS DIVERSIFIED 301 RIVERSIDE AVENUE, 2ND FLOOR WESTPORT, CT 06880 VOTE BY INTERNET Before the meeting - Go To www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During the Meeting - Go To www.virtualshareholdermeeting.com/CODI2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK

AS FOLLOWS:
E21638-P89096	KEEP
THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS
PORTION ONLY
THIS
PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

| COMPASS DIVERSIFIED HOLDINGS — THE BOARD RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES AND A VOTE “FOR” PROPOSALS 2 AND 3. | | All | Withhold — All | For All — Except | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | 1. | To elect as directors all nominees listed (except as marked to the contrary above) to the Board of Directors as Class III directors for a three-year term ending at the 2024 Annual Meeting of Shareholders: | ☐ | ☐ | ☐ | | | | | | 01) | C. Sean Day | | | | | | | | 02) | Larry L. Enterline | | | | | | | | 03) | D. Eugene Ewing | | | | | | | | | | | | For | Against | Abstain | | 2. | To approve, on a non-binding and advisory basis, the resolution approving the compensation of our named executive officers as disclosed in the Proxy Statement (“Say-on-Pay Vote”). | | | | ☐ | ☐ | ☐ | | | | | | | For | Against | Abstain | | 3. | To ratify the appointment of Grant Thornton LLP to serve as the independent auditor for the Company and the Trust for the fiscal year ending December 31, 2021. | | | | ☐ | ☐ | ☐ | | Sign exactly as imprinted (do not print). If shares are held jointly, EACH holder should sign. Executors, administrators, trustees, guardians and others signing in a representative capacity should indicate the capacity in which they sign. An authorized officer signing on behalf of a corporation should indicate the name of the corporation and the officer’s title. | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | Signature (Joint Owners) | Date | | |

V.1.1

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be

Held on May 26, 2021:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

Proxy
COMPASS DIVERSIFIED
HOLDINGS
Annual Meeting
of Shareholders on May 26, 2021 at 12:00 PM
This proxy is solicited
by the Board of Directors
The undersigned hereby appoints Elias J. Sabo and Ryan J. Faulkingham, and each of them, attorneys
and proxies with full power of substitution, to represent and to vote on behalf of the undersigned all of the shares of Trust
common stock of Compass Diversified Holdings that the undersigned is entitled in any capacity to vote if personally present
at the 2021 Annual Meeting of Shareholders to be held virtually on May 26, 2021 at 12:00 p.m., Eastern Time, and at any adjournment(s)
or postponement(s) thereof, in accordance with the instructions set forth on the reverse and with the same effect as though
the undersigned were present in person and voting such shares. The proxies are authorized, in their discretion, to vote for
the election of a person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will
not serve, upon all matters incident to the conduct of the meeting, and upon such other business as may properly come before
the meeting.
THIS PROXY WILL
BE VOTED AS SPECIFIED OR, IF NO CHOICE IS SPECIFIED, FOR ALL OF THE NOMINEES TO BE ELECTED, FOR PROPOSALS 2 AND 3, AND AS
SAID PROXIES DEEM ADVISABLE SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY POSTPONEMENT(S) OR ADJOURNMENT(S)
THEREOF.
PLEASE RETURN THIS PROXY CARD AFTER VOTING,
SIGNING AND DATING IT OR VOTE BY TELEPHONE OR THE INTERNET.
Continued and to
be signed on reverse side