CODI amends MSA: base management fee cut to 1.25%, new performance awards, expected $19-22M annual savings

Compass Diversified Holdings

Base management fee reduced from 2.00% to 1.25% on first $3B of ANA, with tiered rates above; 2027 base fee capped at $30M.
Existing incentive fee replaced by Share Alignment Award (0.125% of avg ANA) and Performance-Based Award (0.125% of avg ANA, tied 70% to TSR, 30% to EBITDA).
Expected 2027 management fee reduction of ~$19-22M vs. prior formula; CODI reaffirms full-year 2026 outlook.
Parties intend to seek shareholder approval at 2027 annual meeting for equity-based incentive structure starting 2028.
Governance enhancements: share ownership guidelines, clawback provisions, Compensation Committee oversight.

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