Teri Shaffer
Compass DiversifiedAbout Teri R. Shaffer
Independent director at Compass Diversified (CODI), age 63 as of April 1, 2025, serving since July 2022. Former Americas and Regional financial audit IT leader at Ernst & Young (EY) from 2016 to July 2022, with prior EY leadership roles dating back to 1984. Credentials include NACD Certified Director, Harvard Business School Certified Director, Qualified Risk Director (QRD), CPA, and Certified Information Security Manager (CISM), with CERT Cybersecurity Governance Certification from Carnegie Mellon; degrees from Oklahoma State University and Hult International Business School. Currently serves on the board of the Federal Home Loan Bank Office of Finance (since April 2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young | Americas & Regional financial audit IT leader | 2016–Jul 2022 | Led audit-relevant IT oversight; cybersecurity and controls competencies |
| Ernst & Young | Various leadership roles | 1984–2016 | Financial audit, technology, governance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Home Loan Bank Office of Finance | Director | Apr 2025–present | Board service (committee assignments not disclosed) |
Board Governance
- Independence: The Board determined Ms. Shaffer is an independent director under NYSE rules and CODI’s governing documents.
- Committees: Audit Committee Chair; Audit members were Shaffer (chair), Bottiglieri, Locke Simon, and Edwards; she and certain members are designated “audit committee financial experts.”
- Attendance: Audit Committee met 6 times in 2024; all members attended 100% of meetings. Board met 14 times; all directors attended over 75% of Board and committee meetings; 8 of 9 directors attended the 2024 Annual Meeting.
- Executive sessions: Independent/non-management directors met in executive session 4 times in 2024; sessions presided over by Board Chair Larry Enterline.
- Lead Independent Director: None currently because the Board Chair is independent.
- Board refresh: Ongoing refresh and governance enhancements (independent chair, declassification, 4 new directors, mandatory attendance standards, share ownership guidelines, clawback policy, cyber oversight in Audit charter).
Fixed Compensation
| Component | Amount (USD) | Period/Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-management director retainer for 2024; paid quarterly |
| Audit Committee chair cash retainer | $40,000 | Additional to director retainer |
| 2024 cash received (Shaffer) | $140,000 | Includes Audit Committee chair fee |
| 2025 cash retainer | $100,000 | Unchanged from 2024; Audit chair remains $40,000 (policy unchanged) |
Directors do not receive meeting fees; reasonable expenses reimbursed.
Performance Compensation
| Component | Grant Date | Shares/Value | Vesting/Structure |
|---|---|---|---|
| Equity retainer (May 2024–May 2025) | May 28, 2024 | 7,436 fully vested shares purchased on her behalf; valued at $120,000 | Fully vested; directors are encouraged to use retainer to purchase Trust shares |
| Partial equity retainer (Jan–May 2024) | May 28, 2024 | Included in the same 7,436 shares; valued at $47,213 | Pro-rated for Jan–May 2024 |
| 2025 equity retainer policy | On/around Jun 2, 2025 | $120,000 (Board Chair has $132,500; not applicable to Shaffer) | Paid prospectively for service to next Annual Meeting |
- No stock options, PSUs, or non-equity incentive plans for directors; no deferred compensation plans.
- Performance metrics are not used for director compensation; equity retainer is not performance-based.
Other Directorships & Interlocks
| Company | Role | Sector Overlap/Interlock | Potential Conflict Notes |
|---|---|---|---|
| Federal Home Loan Bank Office of Finance | Director | Financial services; CODI is a diversified holding company | No direct related-party exposure disclosed; committee roles not disclosed |
Expertise & Qualifications
- Audit and financial expertise (Audit Committee financial expert), IT audit leadership, cybersecurity governance (CERT certification), risk oversight (QRD), and accounting (CPA).
- Corporate governance credentials (NACD, HBS Certified Director).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Teri R. Shaffer | 15,423 | <1% | 1,320 shares held by the Shaffer Living Trust; outstanding shares 75,235,966 as of Apr 1, 2025 |
- Director Share Ownership Guidelines: Non-employee directors must hold 5x annual cash retainer within 5 years after first full year of service; as of Apr 1, 2025, 50% of non-management directors meet the guideline; remaining are on track. Oversight moved from Nominating/Governance to Compensation Committee in Feb 2025.
- Hedging/pledging: Prohibited; none of the executive officers or directors hold CODI securities in margin accounts or have pledged as collateral.
Governance Assessment
- Board effectiveness: Ms. Shaffer’s audit, IT, and cyber credentials align with CODI’s emphasis on cyber and controls; she is Audit Chair and recognized as an “audit committee financial expert,” supporting robust oversight of financial reporting, internal audit, risk, and cybersecurity.
- Independence and engagement: Independent status, 100% Audit Committee attendance, and strong committee participation indicate high engagement and governance quality.
- Compensation alignment: Director cash/equity mix emphasizes share ownership; equity retainers are encouraged to be used to purchase CODI shares; share ownership guidelines reinforce alignment, with compliance tracked by the Compensation Committee.
- Related-party oversight: Audit Chair role includes approving profit allocation calculations to the Allocation Member; CODI’s structure includes a Manager and Allocation Member where executives (CEO/CFOs) hold interests—this is a structural conflict area mitigated by independent committee oversight and 2025 MSA amendments (sliding fee scale, incentive fee subject to Compensation Committee approval, elimination of integration fees, exclusion of excess cash from fee base).
- Shareholder signals: Say-on-Pay support was 84.60% in 2024, suggesting acceptable shareholder sentiment toward compensation structure.
- RED FLAGS: No material legal proceedings involving directors; hedging/pledging prohibited and none pledged; director compensation unchanged in 2025 (no inflationary ratchet). Structural conflicts inherent in external management and profit allocation persist but are counterbalanced by oversight mechanisms (Audit and Nominating/Governance committees).
Director Compensation (Detail – 2024)
| Item | Amount (USD) | Detail |
|---|---|---|
| Cash retainer (director) | $100,000 | Paid quarterly |
| Audit Committee chair retainer | $40,000 | Additional cash retainer |
| Equity retainer (May 2024–May 2025) | $120,000 | Purchased as 7,436 fully vested shares on May 28, 2024 |
| Partial equity retainer (Jan–May 2024) | $47,213 | Pro-rated equity retainer paid May 28, 2024 |
| Total 2024 Director Compensation (Shaffer) | $307,213 | Cash: $140,000; Equity: $167,213 |
Committee Assignments and Activity
| Committee | Role | 2024 Meetings | Attendance | Oversight Areas |
|---|---|---|---|---|
| Audit | Chair | 6 | 100% attendance (all members) | Financial statements, internal controls, auditor selection, pre-approvals, internal audit, cybersecurity oversight, profit allocation calculation approvals |
| Compensation | Not disclosed as member | 4 | 100% (committee members) | Director pay policy, executive compensation oversight, clawback, risk-taking assessment (context) |
| Nominating/Governance | Not disclosed as member | 3 | 100% (committee members) | Board composition, governance policies, related-party transaction approvals, ESG oversight |
Potential Conflicts or Related-Party Exposure
- External manager (Manager) and Allocation Member structure: executives hold interests in Allocation Member and Manager; Audit Committee (chaired by Shaffer) approves profit allocation calculations; MSA amended in Jan 2025 to improve alignment and reduce long-term costs (sliding base fee, incentive fee with IRR hurdle and Compensation Committee approval, elimination of integration fees, exclusion of excess cash).
- Related-party transaction policy: Nominating/Governance Committee pre-approves related person transactions; none specific to Shaffer disclosed.
Say-on-Pay & Shareholder Feedback (Context)
| Year | Say-on-Pay Approval (%) |
|---|---|
| 2024 | 84.60% |
Stock Ownership Guidelines and Compliance
- Requirement: 5x annual cash retainer; 5 years to comply after first full year of service.
- Status: 50% of non-management directors met guideline as of Apr 1, 2025; others on track; individual compliance status for Ms. Shaffer not disclosed.
Risk Indicators
- Legal proceedings: None material involving directors or executive officers.
- Hedging/pledging: Prohibited by policy; none by directors or executive officers.
- Auditor independence and fees: Grant Thornton LLP audited 2024 and 2023; 2024 fees totaled $6,198,731 (audit $6,179,716; tax $19,015); Audit Committee oversees independence and pre-approvals.
Summary Signals for Investors
- Strengths: Independent Audit Chair with deep audit/IT/cyber credentials; perfect committee attendance; active oversight of financial reporting, cyber risk, and internal audit; equity-based director pay with ownership guidelines.
- Watch items: Structural conflicts from external management and profit allocation mechanisms—mitigated by recent MSA reforms and independent committee oversight (including Audit Committee approvals).