Corporate GovernanceJul 13, 2026, 06:52 AM
Compass Diversified Amends Management Services Agreement, Revises Fees
AI Summary
Compass Diversified Holdings and Compass Group Management LLC entered into the Ninth Amended and Restated Management Services Agreement, effective January 1, 2027. This agreement revises the annual base management fee to a tiered structure, ranging from 1.25% to 1.0% of Adjusted Net Assets, with a 2027 cap of $30.0 million. It also replaces the existing incentive fee with a Share Alignment Award (0.125% of Average Adjusted Net Assets) and a Performance-Based Award, which is 70% tied to CODI's total shareholder return relative to the S&P SmallCap 600 Index and 30% to adjusted EBITDA objectives.
Key Highlights
- Ninth MSA revises management fee and incentive compensation, effective January 1, 2027.
- Annual base fee: 1.25% of first $3.0B Adjusted Net Assets.
- Annual base fee: 1.125% for $3.0B-$5.0B Adjusted Net Assets.
- Annual base fee: 1.0% for Adjusted Net Assets above $5.0B.
- 2027 base management fee capped at $30.0 million.
- New Share Alignment Award: 0.125% of Average Adjusted Net Assets.
- New Performance-Based Award linked 70% to TSR vs. S&P SmallCap 600 and 30% to EBITDA.
Price Impact
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