Heidi Locke Simon
Compass DiversifiedAbout Heidi Locke Simon
Independent director at Compass Diversified (CODI) since July 2023; age 57 as of April 1, 2025. Former Bain & Company partner (1993–2012) and Goldman Sachs investment banking analyst; NACD Certified Director with CERT Cybersecurity Governance Certification; degrees from Middlebury College and Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bain & Company | Partner | 1993–2012 | — |
| Goldman, Sachs & Co. | Investment Banking Analyst | Not disclosed | — |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Teekay Corporation Ltd. (NYSE: TK) | Director; Chair | Director since Sep 2017; Chair since Dec 2024 | Audit Committee Chair |
| Teekay Tankers Ltd. (NYSE: TNK) | Chair | Since Dec 2024 | Audit Committee Member |
Board Governance
- Independence: Classified by CODI’s Board as an independent director under NYSE rules .
- Committees: Audit Committee member; designated “audit committee financial expert” by the Board .
- Attendance: Audit Committee met 6 times in 2024; all members attended 100%. Board met 14 times in 2024; each director attended over 75% of meetings .
- Cybersecurity oversight: Two Audit Committee members, including Heidi Locke Simon, hold CERT Cybersecurity Oversight Certification; Audit Committee oversees cybersecurity risk .
- Executive sessions: Non-management directors met in executive session 4 times in 2024 .
- Governance evolution: CODI declassified the Board, adopted director stock ownership guidelines, prohibited pledging/margin accounts, and added cyber oversight to the Audit Committee charter .
Fixed Compensation
| Component (Director) | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard non-management director cash retainer |
| Equity Retainer (May 2024–May 2025) | $120,000 (paid in cash) | Directors may elect cash; equity retainer strongly encouraged for share purchases |
| Partial Equity Retainer (Jan–May 2024) | $47,213 (paid in cash) | One-time pro-ration change in timing |
| Committee Chair Fees | $0 | Not a committee chair |
| Meeting Fees | $0 | No meeting fees |
| Total 2024 Director Comp (Heidi Locke Simon) | $267,213 | Sum of above |
- 2025 director compensation unchanged: cash retainer $100,000; equity retainer $120,000 (Chair: $157,500 cash; $132,500 equity) .
Performance Compensation
- No director stock option, non‑equity incentive, or deferred compensation arrangements disclosed; director compensation is cash retainer plus equity retainer (which may be taken in cash) .
Other Directorships & Interlocks
| Company | Relationship to CODI | Potential Interlock/Conflict |
|---|---|---|
| Teekay Corporation Ltd. (TK) | External; no CODI transactional linkage disclosed | None disclosed in related party section |
| Teekay Tankers Ltd. (TNK) | External; no CODI transactional linkage disclosed | None disclosed in related party section |
- Compensation committee interlocks: None involving CODI’s Compensation Committee members; no Item 404 relationships for committee members in 2024 .
- Legal proceedings: None material involving directors/officers disclosed .
Expertise & Qualifications
- Audit committee financial expert (SEC definition) .
- Cybersecurity governance credentials (CERT); Audit oversees cybersecurity risk .
- Strategy and operations background (Bain partner), capital markets experience (Goldman analyst), MBA (Harvard); NACD Certified Director .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As of |
|---|---|---|---|
| Heidi Locke Simon | 22,288 | <1% | April 1, 2025 |
- Director stock ownership guidelines: Required to hold CODI common shares equal to 5× annual cash retainer (within 5 years after first full year of service); as of April 1, 2025, 50% of non‑management directors had met the requirement (individual compliance not disclosed) .
- Hedging/pledging: Prohibited; none of CODI’s executive officers or directors hold securities in margin accounts or have pledged them as collateral .
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert with strong cyber oversight credentials; perfect Audit Committee attendance; robust governance framework (ownership guidelines, clawback, anti‑pledging) supporting investor alignment .
- Alignment signals: She elected to take 2024 equity retainers in cash rather than share purchases, which may defer incremental ownership build versus peers who take shares; she still holds 22,288 shares, but individual compliance status against the 5× guideline is not disclosed .
- Workload considerations: Concurrent chair roles at Teekay Corporation and Teekay Tankers increase external commitments; no specific attendance shortfalls disclosed at CODI, and Audit Committee attendance was 100% in 2024 .
- Conflicts/related-party exposure: None disclosed involving Heidi Locke Simon; CODI’s Nominating/Governance Committee pre‑approves related‑party transactions and the Audit Committee (of which she is a member) approves profit allocation calculations under the LLC Agreement, providing independent oversight of structurally sensitive areas .
- Shareholder sentiment context: CODI’s Say‑on‑Pay received 84.60% support in 2024; ongoing shareholder engagement on compensation and management structure is disclosed, supporting governance credibility .