Tom Knott
About Tom Knott
Thomas R. “Tom” Knott, age 39, is Chief Executive Officer of Resolute Holdings Management, Inc. (RHLD) and a director since the February 28, 2025 spin-off; he also serves as Chief Investment Officer of CompoSecure (CMPO) and sits on CMPO’s board and compensation committee . Previously, he headed Goldman Sachs’ Permanent Capital Strategies group and led the GSAH I and GSAH II SPACs to business combinations with Vertiv (VRT) in 2020 and Mirion in 2021, respectively . RHLD highlights a track record of value creation in deals led by Knott and Executive Chairman David Cote: Vertiv’s market cap grew from ~$3.5B to ~$56B post acquisition and Mirion from ~$2.0B to ~$5.8B; platform performance since August 2024 expanded CMPO’s equity value significantly, per RHLD’s investor materials .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Goldman Sachs (Consumer & Investment Management) | Head, Permanent Capital Strategies Group | From Mar 2018 (prior to CompoSecure appointment) | Built platform to combine long-term capital with disciplined M&A and operating capabilities |
| GS Acquisition Holdings Corp (GSAH I) → Vertiv | CEO, CFO, Secretary, Director; led from IPO to merger | Jun 2018 – Feb 2020 | Led combination with Vertiv; case study cited by RHLD in platform track record |
| GS Acquisition Holdings Corp II (GSAH II) → Mirion | CEO, CFO, Secretary; led from IPO to merger | Jun 2020 – Oct 2021 | Led combination with Mirion; cited in platform track record |
| CompoSecure (CMPO) | Co-Chief Investment Officer (then RHLD transfer); then Chief Investment Officer | Co-CIO from Sep 25, 2024 to Feb 28, 2025 (transfer to RHLD), CIO thereafter | Oversees investment activity; role continues alongside RHLD CEO |
External Roles
| Organization | Role | Committee/Notes | Years |
|---|---|---|---|
| CompoSecure (CMPO) | Director; Compensation Committee member | Director since Sep 17, 2024; Comp Committee member | From Sep 2024 |
| GSAH I (pre-Vertiv) | Director and officer | Led from IPO to Vertiv merger | 2018–2020 |
| GSAH II (pre-Mirion) | Director and officer | Led from IPO to Mirion merger | 2020–2021 |
Fixed Compensation
| Executive | 2025 Base Salary | Target Bonus % | Target Bonus $ |
|---|---|---|---|
| Tom Knott (CEO, RHLD) | $750,000 | 100% | $750,000 |
Notes:
- RHLD is an Emerging Growth Company; full NEO compensation tables for 2025 will be provided in the 2026 proxy .
Performance Compensation
| Award type | Grant date | Issuer | Grant value | Vesting | Acceleration/terms |
|---|---|---|---|---|---|
| Stock options | Oct 1, 2024 | CompoSecure (CMPO) | $6,000,000 fair value | 25% annually over 4 years | Full acceleration upon termination by Company without Cause, resignation for Good Reason, death or disability |
| Annual discretionary equity | Ongoing (post spin) | CompoSecure (CMPO) | Not disclosed | Not disclosed | Awarded for consultant/advisor services to CompoSecure |
Notes:
- RHLD adopted a 2025 Omnibus Incentive Plan for future RHLD awards; specific CEO grants from RHLD not disclosed in 2025 proxy .
- Performance metrics and weightings for Mr. Knott’s 2025 annual bonus at RHLD were not disclosed .
Equity Ownership & Alignment
| Holder | Shares beneficially owned | % of Class | As-of | Notes/structure |
|---|---|---|---|---|
| Thomas R. Knott | 4,107,534 | 48.2% | Apr 14, 2025 | Shares held of record by Resolute ManCo Holdings LLC; Tungsten 2024 LLC is its managing member; C 323 Holdings LLC (solely owned/managed by Knott) is a member of Resolute ManCo Holdings; parties may be deemed to share beneficial ownership |
| Total shares outstanding | 8,525,998 | — | Apr 14, 2025 | — |
Alignment policies:
- RHLD prohibits short sales and hedging transactions (e.g., collars, swaps, exchange funds) by officers and directors under its Insider Trading Policy . No specific pledging disclosure found. Stock ownership guideline details for executives were not disclosed (the compensation committee oversees such guidelines generally) .
Employment Terms
| Term | Detail |
|---|---|
| Role transition | Appointed RHLD CEO in Feb 2025 in connection with the spin-off; continues as CMPO CIO and serves on CMPO board |
| Base/bonus | $750,000 base; 100% target bonus ($750,000) for 2025 |
| Equity | Annual discretionary CMPO equity awards in connection with consultant/advisor services (in addition to the Oct 1, 2024 CMPO option grant) |
| Non-compete | 12-month post-termination non-compete; does not apply if terminated without Cause or resignation for Good Reason |
| Non-solicit | 12-month post-termination non-solicitation (employees/investors) |
| Severance | No severance provided in A&R Offer Letter |
| Clawback | RHLD adopted a clawback policy effective Feb 28, 2025 in compliance with SEC/Nasdaq rules |
Board Governance
- Director since spin-off; currently serves on RHLD’s Compensation Committee (as a non-independent member given his executive role) .
- Leadership structure: Separate CEO and Executive Chairman roles (Knott as CEO; David M. Cote as Executive Chairman) .
- Classified board; RHLD is a “controlled company” with ~50.5% voting power held by Tungsten 2024 LLC and affiliates, qualifying it for certain Nasdaq governance exemptions (e.g., not requiring a majority-independent board or fully independent compensation committee) .
- Compensation Committee composition includes both independent (Mark James, Dr. Krishna Mikkilineni) and non-independent members (Knott; Roger Fradin, due to a related advisor agreement with CompoSecure) .
- Board/committee meetings in 2024: none, as the board was constituted at spin-off (post year-end) .
- Director pay: Knott receives no compensation for board service at RHLD or CMPO; non-employee directors receive stock options per policy .
Director Compensation (for reference)
- Non-employee directors receive initial options ($50,000 grant date value) and annual options ($100,000) vesting in equal annual installments over 4 years; initial/prorated awards following the spin carried a $46.82 exercise price on 2,064 shares per director .
- Knott does not receive board compensation for his service at RHLD or CMPO .
Performance & Track Record
- Vertiv: Market cap grew from ~$3.5B to ~$56B post acquisition; RHLD attributes leadership to Executive Chairman David Cote and Tom Knott (from GSAH I to VRT) .
- Mirion: Market cap grew from ~$2.0B to ~$5.8B post acquisition (GSAH II to Mirion) .
- Platform: Since Aug 2024 to Sep 2025, CMPO platform value expansion and RHLD spin highlighted; RHLD frames superior performance potential via the Resolute Operating System (ROS) .
Compensation Structure Analysis
- Cash vs. equity mix: 2025 disclosure shows base + target bonus at RHLD; equity awards for Knott currently flow via CMPO (consultant/advisor services) rather than RHLD grants; detailed RHLD equity mix for Knott not disclosed .
- Metrics/targets: RHLD did not disclose 2025 bonus performance metrics or weightings for Knott .
- Clawback: Policy in place, compliant with SEC/Nasdaq; no recoveries disclosed to date .
- Governance watchpoint: CEO serves on Compensation Committee under “controlled company” exemptions; half the committee is independent .
Related Party & Structural Considerations
- Management Agreement: RHLD manages CompoSecure Holdings’ operations under a 10-year agreement (auto-renewing for 10-year terms) with a quarterly management fee equal to 2.5% of LTM Adjusted EBITDA; includes termination fee constructs and indemnification provisions .
- Controlled company: Concentrated ownership (Tungsten 2024 LLC and affiliates ~50.5%) and shared beneficial ownership dynamics with Resolute ManCo Holdings and C 323 Holdings (Knott) .
- Office/admin services: Agreement with SRM Equity Partners (managed by John D. Cote) for ~$362,000 in 2025; disclosure as related-party context (not tied to Knott personally) .
Equity Ownership & Alignment Implications
- Large personal economic stake: Knott’s 48.2% beneficial interest strongly aligns him with equity value creation at RHLD .
- Hedging prohibited: Policy reduces misalignment risks (e.g., collars/shorts) .
- Pledging: No explicit disclosure; monitor future proxies for pledging policies/status .
Employment & Contracts Implications
- Retention risk looks balanced: No severance, but significant ownership stake and continued CMPO CIO role; non-compete falls away if he is terminated without Cause or resigns for Good Reason .
- Change-in-control economics: Not disclosed for Knott; company-level Management Agreement includes termination fee terms that affect RHLD–CMPO economics, not individual employment .
Say-on-Pay & Shareholder Voting
- 2025 Annual Meeting: Elected three Class I directors; ratified auditors; no say-on-pay proposal in 2025 .
- As an Emerging Growth Company, RHLD uses reduced executive compensation disclosures; say‑on‑pay is not yet applicable .
Investment Implications
- Positive alignment: Knott’s ~48% beneficial stake and hedging prohibitions tightly align incentives with long-term equity value creation .
- Incentive levers tied to CMPO: Near-term variable incentives are centered on CMPO (sign-on options, discretionary equity), while RHLD’s revenue model is tethered to CMPO’s LTM Adjusted EBITDA (2.5% management fee), aligning leadership with EBITDA expansion at the managed company .
- Governance/watchpoints: RHLD is a controlled company; CEO sits on the Compensation Committee under exemptions; independence exceptions on Audit Committee (Fradin) are time-limited—monitor future committee refresh and 2026 proxy for expanded compensation details and any pledging disclosures .
- Trading signals to monitor: Future Form 4s for Knott (insider buying/selling), RHLD equity grants under the 2025 plan, and CMPO option vesting/exercises from the Oct 2024 grant. Track Management Agreement fee accruals (tied to CMPO LTM Adj. EBITDA) and any termination-fee-sensitive changes in RHLD–CMPO arrangements .
RHLD document sources: Proxy/DEF 14A (April 18, 2025) –; 10-K FY2024 (March 31, 2025) –; 10-Q/CEO certifications (Nov 3, 2025) ; 8-K investor materials/platform track record (Nov 3, 2025) ; 8-K Annual Meeting results (May 30, 2025) .