Larry Enterline

About Larry L. Enterline

Larry L. Enterline, age 72, is the independent Chair of the Board at Compass Diversified (CODI) since July 2022 and a director since July 2019. He is CEO of Vulcan Holdings Inc. (since 2010) and formerly served as CEO and director of Fox Factory Holding Corp. (2011–2019) and its Executive Chair (2019–2021). He holds degrees from Case Western Reserve University and Cleveland State University’s Monte Ahuja College of Business .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Enterline is independent under NYSE rules; the Chair role is currently separated from the CEO and held by an independent director .
• Board Chair duties: Approves agendas and information flow; presides over executive sessions; available for shareholder consultation .
• Committee assignments (2024–2025): Board has three independent committees. Current chairs are: Audit (Teri R. Shaffer), Compensation (Harold S. Edwards), Nominating/Governance (Nancy B. Mahon). Enterline is Board Chair and not listed as serving on standing committees .
• Attendance: In 2024 the Board met 14 times; every director attended >75% of Board/committee meetings. Non‑management directors met in executive session four times, presided over by Enterline .
• Lead Independent Director: None designated because the Chair is independent .

Fixed Compensation (Director)

• Structure and rates:
  • Non‑management director cash retainer: $100,000 (2024–2025)
  • Non‑management director equity retainer: $120,000 (2024–2025), strongly encouraged to purchase Trust common shares
  • Independent Board Chair additional cash: $157,500; additional equity: $132,500
  • Committee chair retainers: Audit $40,000; Compensation $10,000; Nominating/Governance $10,000 .

Director compensation paid to Enterline:

Notes: In 2024 CODI transitioned the equity retainer to be paid prospectively after the annual meeting, with a one‑time pro‑rated equity retainer for Jan–May 2024 .

Performance Compensation

• CODI does not grant options or performance‑based equity to directors; no non‑equity incentive or deferred comp plans for directors are in place . No performance metrics apply to director pay .

Other Directorships & Interlocks

• Compensation committee interlocks: None disclosed for CODI’s Compensation Committee; Enterline is not a member of the Compensation Committee .

Expertise & Qualifications

• Operational excellence (operations, supply chain, continuous improvement), strategic planning and organizational development; experience leading a business through high‑growth and an IPO; IT services background .

Equity Ownership

• Ownership guidelines: Non‑employee directors must hold CODI shares equal to 5x annual cash retainer within 5 years of first full year of service; as of April 1, 2025, 50% (4 of 8) non‑employee directors met the requirement (individual compliance status not disclosed by name). Hedging/short sales/pledging/margin accounts are prohibited for directors .

Beneficial ownership (common shares):

• No pledging: Company policy prohibits pledging and margin accounts by directors; none of the executive officers or directors had pledged CODI securities .

Related-Party/Conflicts Review

• Oversight: The Nominating/Governance Committee (all independent) must pre‑approve any Item 404 related‑person transaction involving directors; policy requires no preferential treatment and public disclosure as required .
• Manager/Allocation Member arrangements (structural, not director‑specific) are disclosed with audit/comp committee oversight, but no disclosures identify any Enterline‑specific related‑party transactions or conflicts .
• Legal proceedings: No material proceedings involving directors or officers disclosed .

Shareholder Signals

Governance Assessment

• Strengths

  • Independent, experienced Board Chair with operational and public‑company leadership credentials; presides over regular executive sessions of independent directors .
  • Strong director alignment practices: mandatory ownership guidelines; active shift to equity retainers used to purchase shares; anti‑hedging/anti‑pledging policy .
  • Board refresh and committee independence maintained; clear committee leadership and 100% committee attendance in 2024 .
  • Shareholder support indicators: Say‑on‑Pay >80% in 2023–2024; robust re‑election support for Enterline in 2024 .

• Potential Watch Items

  • Historical connection to FOX Factory (a former CODI subsidiary) appears attenuated (ended 2021) with no related‑party transactions disclosed for Enterline; continue monitoring for any new interlocks involving current CODI subsidiaries or material counterparties .
  • CODI’s external management structure (Manager and Allocation Member) creates inherent related‑party dynamics; however, these are overseen by independent committees and not linked to Enterline in disclosures .

RED FLAGS: None identified specific to Enterline (no related‑party transactions, no pledging/hedging, no attendance issues, no legal proceedings) .