Harold Edwards
Compass DiversifiedAbout Harold S. Edwards
Independent director at Compass Diversified (CODI) since April 2006; age 59 as of April 1, 2025. President and CEO of Limoneira Company (NASDAQ: LMNR) since 2003; prior roles include President of Puritan Medical Products (Airgas division) and management positions at Fisher Scientific, Cargill, Agribrands International, and Ralston Purina. Education: Lewis & Clark College (BA) and Thunderbird School of Global Management at Arizona State University (MBA-equivalent graduate program). Board is declassified with an independent chair; Edwards is designated independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Limoneira Company (LMNR) | President & CEO | 2003–present | Operational leadership; agriculture and supply-chain expertise |
| Puritan Medical Products (Airgas, Inc.) | President | — (previously) | Division leadership |
| Fisher Scientific International | Management positions | — (previously) | Operations/management |
| Cargill, Inc. | Management positions | — (previously) | Agribusiness operations |
| Agribrands International | Management positions | — (previously) | Global operations |
| Ralston Purina Company | Management positions | — (previously) | Consumer/industrial operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Limoneira Company (LMNR) | Director (current) | — (current) | Board member |
| Calavo Growers, Inc. (NASDAQ: CVGW) | Director | 2005–2022 | — |
| Inventure Foods, Inc. (NASDAQ: SNAK) | Director | 2014–2017 | — |
Board Governance
- Committees: Compensation Committee (Chair) and Audit Committee (member). Compensation Committee met 4 times in 2024; Audit Committee met 6 times in 2024; all committee members attended 100% of meetings.
- Independence: CODI’s standing committees are fully independent; Edwards is an independent director under NYSE and SEC rules.
- Attendance: Board met 14 times in 2024; each director attended over 75% of Board and relevant committee meetings; eight of nine directors attended the 2024 Annual Meeting.
- Tenure: Director since April 2006; nominated for re-election in 2025.
- Governance oversight: As Compensation Chair, responsibilities include oversight of management fee calculations under the Management Services Agreement, CFO compensation, administering clawback policy, director ownership guideline compliance (moved to Compensation Committee oversight in Feb 2025).
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash Retainer ($) | $110,000 | $110,000 | $110,000 (includes Compensation Committee Chair fee) |
| Equity Retainer ($) | $110,000 | $110,000 | $120,000 (Edwards elected cash) |
| Meeting Fees | None | None | None |
| Option Awards | — | — | — |
| Non-Equity Incentives | — | — | — |
| Deferred Compensation | — | — | — |
Notes:
- Equity retainer settlement: Directors are strongly encouraged to use equity retainer to purchase CODI Trust shares; directors may elect cash. Cash/equity paid annually post-election beginning in 2024.
- In 2024, Edwards elected to receive equity retainers in cash (Jan–May partial and May–May annual), paid May 28, 2024.
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Performance Stock/PSUs | None | Directors do not receive performance-based equity awards |
| Stock Options | None | No stock option program for directors |
| Non-Equity Incentive Plan | None | Not applicable to directors |
| Deferred/Bonus Metrics | None | No director performance metrics; equity retainer encouraged for share purchase |
| Clawback Policy | In scope of Compensation Committee | Committee administers clawback policy (applies to executives; committee oversees policy) |
Equity award detail (shares purchased by Company on behalf of directors):
| Year | Equity Retainer ($) | Settlement | Shares | Purchase/Payment Date |
|---|---|---|---|---|
| 2022 | $110,000 | Shares | 5,727 (for each director, excluding partial service) | January 3, 2023 |
| 2023 | $110,000 | Shares | 5,123 (for each director, excluding Mahon/McCoy) | January 18, 2024 |
| 2024 | $120,000 | Cash (Edwards) | — (Edwards elected cash) | May 28, 2024 |
Other Directorships & Interlocks
| Company | Relationship to CODI | Potential Interlock/Conflict |
|---|---|---|
| Limoneira Company (LMNR) | External CEO and director | No related-party transactions disclosed involving Edwards; sector overlap minimal with CODI’s portfolio; Nominating/Governance Committee pre-approves related party transactions. |
| Calavo Growers (CVGW) | Former director | Historical role; no CODI conflict disclosed. |
| Inventure Foods (SNAK) | Former director | Historical role; no CODI conflict disclosed. |
Expertise & Qualifications
- Seasoned public-company CEO with 20+ years leading Limoneira; deep operations and supply-chain background in agribusiness and consumer/industrial sectors.
- Governance experience as chair of CODI’s Compensation Committee; member, Audit Committee.
- Academic credentials from Lewis & Clark and Thunderbird; complements financial literacy required for Audit roles.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Shares Outstanding (Record Date) |
|---|---|---|---|
| Harold S. Edwards | 76,539 | <1% | 75,235,966 (as of April 1, 2025) |
Ownership alignment policies:
- Director Share Ownership Guidelines: 5x annual cash retainer (excluding chair premiums); compliance expected within 5 years of first full year of service; as of April 1, 2025, 4 of 8 non-employee directors have met; Compensation Committee now oversees compliance (effective Feb 2025).
- Insider Trading Policy: Prohibits margin accounts and pledging of shares by directors and executive officers.
Governance Assessment
-
Positives:
- Independent, experienced operator; chairs Compensation Committee overseeing management fee calculations and executive policies amid 2025 Management Services Agreement amendments (sliding scale, incentive fee addition, elimination of integration services fees for acquisitions, exclusion of excess cash) intended to reduce long-term costs and strengthen alignment—enhances oversight and investor confidence.
- Strong committee engagement: 100% attendance on Audit and Compensation Committees in 2024; Board met 14 times; directors exceeded minimum attendance standards.
- Say-on-Pay support robust (84.60% in 2024; 81.98% in 2023), suggesting shareholder acceptance of compensation structures Edwards helps oversee.
- Anti-pledging policy and formalized ownership guidelines reinforce alignment; board refresh underway with retirements to reduce average tenure.
-
Watch items / potential RED FLAGS:
- Long tenure (director since 2006) can raise entrenchment concerns; mitigated by recent board declassification and refresh.
- 2024 election to receive equity retainers in cash rather than shares reduces immediate “skin-in-the-game” signal versus guideline intent to use equity retainer to buy shares.
- External manager structure (Manager receives significant fees; CEO is managing member receiving distributions) requires vigilant committee oversight; Edwards’ role as Compensation Chair is critical to monitoring fee calculations and reimbursements.
-
Conflicts/related-party exposure:
- No related-person transactions disclosed involving Edwards; related transactions are pre-approved by Nominating/Governance Committee.
- Integration services agreements and marketing services agreements with subsidiaries are overseen by independent committees; 2025 amendments eliminated integration services fees for acquisitions under the management agreement.
Overall: Edwards brings operational depth and consistent committee leadership; governance improvements in 2023–2025 (ownership guidelines, anti-pledging, declassification, fee structure changes) and strong committee attendance support board effectiveness. Monitoring equity alignment choices (cash vs share settlement) and continued scrutiny of external management fees remain focal points for investors.