Nancy Mahon

About Nancy B. Mahon

Nancy B. Mahon (age 60 as of April 1, 2025) is an independent director at CODI, serving since May 2023. She became Chair of the Nominating and Corporate Governance Committee on January 3, 2025. Mahon is Chief Sustainability Officer at The Estée Lauder Companies Inc. (since January 2023) and previously held senior ESG and brand roles at Estée Lauder and MAC/Bobbi Brown/La Mer. She holds degrees from Yale University and NYU School of Law and is admitted to the State Bar of California, the U.S. Court of Appeals for the Ninth Circuit, and the U.S. District Court for the Northern District of California .

Past Roles

External Roles

Board Governance

• Committee assignments: Nominating & Corporate Governance Committee (Chair as of Jan 3, 2025). Not listed as member of Audit or Compensation Committees in 2025 committee slate .
• Independence: The Board determined Mahon is an “independent director” under NYSE and CODI governing documents .
• Attendance and engagement: Board met 14 times in 2024; each director attended over 75% of Board and committee meetings. Nominating/Governance Committee met 3 times in 2024; all members attended 100% of meetings (Mahon served on the committee throughout 2024) .
• Committee scope relevant to investor confidence: As Chair, Mahon oversees Board refresh and director selection, governance guidelines, compliance with code of ethics and human rights policy, director training, and reviews/approves related person transactions (including transactions with CODI’s external Manager and affiliates). The charter also includes oversight of ESG policies .
• Governance updates material to conflicts: In January 2025, CODI amended its Management Services Agreement to implement sliding base fees, introduce an incentive fee, eliminate integration services fees, and exclude excess cash from fee calculations—changes intended to reduce costs, align pay with shareholders, and increase Compensation Committee oversight .

Fixed Compensation

2024 actual director compensation for Nancy Mahon:

• Equity grant mechanics: Represents 7,436 fully vested shares purchased on May 28, 2024 for each of Bhathal, Burns, Mahon, and Shaffer, reflecting the equity retainer for Jan–May 2024 and May 2024–May 2025 service .
• Policy for FY2025 (no changes): Cash retainer $100,000 ($157,500 for Board Chair); equity retainer $120,000 ($132,500 for Board Chair). Committee Chair fees: $10,000 (Nominating/Governance), $10,000 (Compensation), $40,000 (Audit). Directors may elect to receive equity retainer in cash; directors do not receive meeting fees .

Performance Compensation

CODI encourages directors to use the equity retainer to purchase Trust common shares; this is retention/alignment-focused, not performance-conditioned. No performance metrics (e.g., TSR, EBITDA) are tied to director compensation .

Other Directorships & Interlocks

Expertise & Qualifications

• ESG and sustainability leadership across large global consumer enterprise (Estée Lauder), with prior brand/social initiatives roles .
• Governance training: Stanford Directors’ College (Rock Center), Wharton brand marketing certificate, Yale School of Management “Women on Boards” certification .
• Legal credentials and admissions (CA Bar; Ninth Circuit; N.D. California) strengthen governance oversight and compliance .

Equity Ownership

• Director Stock Ownership Guidelines: Non-employee directors are expected to hold common shares equal to 5× annual cash retainer within 5 years of first full year of service. As of April 1, 2025, 50% (4 of 8) of non-employee directors met the guideline; others are on track. Oversight moved from Nominating/Governance to Compensation Committee in February 2025 .
• Hedging/Pledging: CODI prohibits short sales, hedging, margin accounts, and pledging by directors; none of the directors or executive officers have pledged or margin-held securities .

Governance Assessment

• Board effectiveness and refresh: Mahon’s appointment as Nominating/Governance Chair aligns with CODI’s ongoing board refresh (departures of Burns and Bottiglieri in 2025 were planned, not due to disagreements) and sustained governance updates (declassification, independent Chair, attendance standards, ESG oversight in charters, cybersecurity oversight) .
• Related-party oversight and conflict mitigation: As committee chair, Mahon oversees related person transactions with CODI’s external Manager. The January 2025 MSA amendment notably eliminated integration services fees and refined fee structures, reducing potential conflict optics and long-term costs while strengthening Compensation Committee oversight—an investor confidence positive .
• Alignment and incentives: Director pay mixes cash and equity, with strong encouragement to acquire Trust shares and a formal ownership guideline (5× cash retainer). Mahon’s beneficial ownership increased from 3,087 to 10,523 shares from 2024 to 2025, reinforcing alignment. No options, bonuses, or performance-conditioned equity for directors reduces complexity and pay-risk but limits direct pay-for-performance linkage at the director level .
• Attendance and engagement: 100% committee attendance in 2024 for Nominating/Governance and over 75% Board attendance across directors suggest strong engagement .
• Shareholder sentiment: Say-on-Pay support exceeded 80% over three years; 84.60% in 2024, indicating constructive investor feedback on compensation practices and governance framework .

Red flags

• External management structure inherently requires vigilant oversight of related-party arrangements; Mahon’s committee chair role directly addresses this risk through chartered responsibilities for approving related person transactions . No personal pledging/hedging or related-party exposures involving Mahon are disclosed . No attendance or compensation anomalies are disclosed .

Compensation Committee analysis context

• CODI targets director cash and equity compensation at the peer group average and engaged Mercer (USA) Inc. in early 2025 for non-management director compensation review (peer analysis, no specific recommendations), supporting disciplined pay governance .

Committee and role snapshot (2025)

• Nominating/Governance: Chair (Mahon); independent-only composition; scope includes director recruitment/refresh, governance policies, ESG oversight, and related-party approvals .
• Independence status confirmed; committee charters publicly available; Board maintains majority independent composition .

Overall, Mahon’s governance profile—legal and ESG expertise, independent status, committee leadership over conflicts/ESG, increased beneficial ownership, and strong attendance—supports investor confidence within CODI’s externally managed structure, particularly given the 2025 MSA changes to reduce costs and potential conflicts .