Compass Diversified (NYSE: CODI) expands board, appoints Kim and Richter
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Compass Diversified Holdings reported changes to its Board of Directors. Alexander S. Bhathal notified the company of his decision to resign as a director effective February 28, 2026, citing other commitments and affirming that his resignation did not stem from any disagreement with the company or its Board.
Effective March 1, 2026, the Board increased its size from seven to eight members and elected Eugene Kim and Glenn Richter to fill the vacancy created by Mr. Bhathal’s resignation and the newly created seat. Both will serve until the next election of directors at the 2026 annual shareholders’ meeting.
Mr. Kim joined the Board’s Audit and Compensation Committees, while Mr. Richter joined the Audit and Nominating & Corporate Governance Committees. Each will be compensated in line with other non-management directors, and the company stated there are no related-party transactions requiring disclosure in connection with their appointments.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 27, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
COMPASS GROUP DIVERSIFIED HOLDINGS LLC
(Exact name of registrant as specified in its charter)
| Delaware | 001-34926 | 20-3812051 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (203 ) 221-1703
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Resignation of Alexander S. Bhathal
On February 27, 2026, Alexander S. Bhathal provided Compass Diversified Holdings (NYSE: CODI) (the “Trust”) and the Board of Directors (the “Board”) of Compass Group Diversified Holdings LLC (the “Company” and, together with the Trust, “CODI”) with notice of his intent to resign as a director of the Company, effective February 28, 2026. The decision by Mr. Bhathal to resign was related to his other commitments and was not a result of any disagreement with CODI or the Board.
Appointment of Eugene Kim
On March 1, 2026, per the recommendation of its Nominating and Corporate Governance Committee (the “NCG Committee”), the Board resolved to increase the size of the Board from seven to eight members.
On March 1, 2026, per the recommendation of its NCG Committee, the Board elected Mr. Eugene Kim to fill one of the two vacancies resulting from Mr. Bhathal’s departure from the Board and the increase in the size of the Board. Mr. Kim’s election became effective as of March 1, 2026 and he will serve as a director until the next election of directors at the Company’s annual shareholders’ meeting to be held in fiscal year 2026. Mr. Kim has been designated as a member of the Board’s Audit Committee and Compensation Committee.
There are no arrangements or understandings between Mr. Kim and any other person pursuant to which he was nominated as a director, and, as of the date hereof, there are no transactions or proposed transactions between Mr. Kim and the Company that require disclosure pursuant to Item 404(a) of Regulation S-K (17 CFR 229.404(a)).
Appointment of Glenn Richter
On March 1, 2026, per the recommendation of its NCG Committee, the Board elected Mr. Richter to fill one of the two vacancies resulting from Mr. Bhathal’s departure from the Board and the increase in the size of the Board. Mr. Richter’s election became effective as of March 1, 2026 and he will serve as a director until the next election of directors at the Company’s annual shareholders’ meeting to be held in fiscal year 2026. Mr. Richter has been designated as a member of the Board’s Audit Committee and NCG Committee.
There are no arrangements or understandings between Mr. Richter and any other person pursuant to which he was nominated as a director, and, as of the date hereof, there are no transactions or proposed transactions between Mr. Richter and the Company that require disclosure pursuant to Item 404(a) of Regulation S-K (17 CFR 229.404(a)).
As a non-management director, each of Messrs. Kim and Richter will receive compensation in the same manner as the Company's other non-management directors. The Company previously disclosed the terms of non-management director compensation in its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 14, 2025.
Section 7 Regulation FD
Item 7.01 Regulation FD Disclosure
On March 3, 2026, CODI issued a press release regarding the changes to its Board, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.
The information under this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information or exhibits be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, except as shall be expressly set forth by specific reference in such a filing.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | Press Release of CODI | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 3, 2026 | COMPASS DIVERSIFIED HOLDINGS | ||||||||||
| By: | /s/ Stephen Keller | ||||||||||
| Stephen Keller | |||||||||||
| Regular Trustee | |||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 3, 2026 | COMPASS GROUP DIVERSIFIED HOLDINGS LLC | ||||||||||
| By: | /s/ Stephen Keller | ||||||||||
| Stephen Keller | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 99.1
Compass Diversified Holdings Announces Changes to its Board of Directors – Increases Board to Eight Directors
WESTPORT, Conn., March 3, 2026 (GLOBE NEWSWIRE) -- Compass Diversified (NYSE: CODI) (“CODI” or the “Company”), an owner of leading middle-market branded businesses, announced today that, effective March 1, 2026, Mr. Eugene Kim and Mr. Glenn Richter have been elected to the Company’s Board of Directors (the “Board”).
Mr. Alexander S. Bhathal resigned from the Board effective February 28, 2026, due to other commitments. Based on a recommendation from the Board’s Nominating & Corporate Governance Committee, the Board approved an increase in the number of directors serving on the Board from seven to eight, effective March 1, 2026. Messrs. Kim and Richter were elected to fill the vacancy resulting from Mr. Bhathal’s resignation and the newly created directorship.
Mr. Kim has been appointed to serve on the Board’s Audit and Compensation Committees, and Mr. Richter has been appointed to serve on the Board’s Audit and Nominating & Corporate Governance Committees.
Mr. Kim is the Managing Partner of Compass LKL, an independent advisory firm he co-founded in 2015. Compass LKL is not affiliated with Compass Diversified. He brings more than 25 years of experience in private equity and investment banking across the United States and Europe.
Prior to founding Compass LKL, Mr. Kim was a Managing Director at Compass Partners International — also not affiliated with Compass Diversified — where he served on the boards of several portfolio companies. Earlier in his career, he held investment banking roles at Goldman Sachs International and UBS/Warburg Dillon Read.
Mr. Kim currently serves on the Harvard Business School Fund Council and is a trustee of the Williams College Foundation UK. He holds a B.A. from Williams College and an MBA from Harvard Business School.
Mr. Richter most recently served as Chief Financial and Business Transformation Officer of International Flavors & Fragrances Inc. (NYSE: IFF) from 2021 to 2024, where he led global finance and enterprise transformation initiatives.
Prior to IFF, Mr. Richter held a series of senior leadership roles at TIAA, culminating as Senior Executive Vice President and Chief Financial Officer, having previously served as Chief Administrative Officer of TIAA and Chief Operating Officer of TIAA Asset Management (Nuveen) before that. He also served as Chief Financial Officer of RR Donnelley and of Sears, Roebuck & Co., and earlier held finance and operating roles at PepsiCo’s Frito-Lay.
Mr. Richter currently serves as a director and Audit Committee Chair of Samsonite International S.A. (SEHK: 1910) and as a director of TruStage. He holds a B.B.A. from George Washington University and an MBA from Duke University.
“We are excited to welcome both Eugene and Glenn to CODI’s Board,” said CODI Board Chair Larry Enterline. “Eugene brings deep experience in private-market transactions and oversight of diversified operating businesses that will be immediately valuable to our Board. Glenn is a proven executive with extensive expertise in finance, operations and capital markets, and his track record of leading complex business transformations makes him an exceptional addition.”
Elias Sabo, CEO of CODI, commented: “I’m pleased to welcome Eugene and Glenn to CODI. Their experience and judgment will be valuable as we continue executing our strategy and focusing on long-term value creation. I also want to thank Alex for his service and contributions to the Company. We remain focused on delivering long-term value for our shareholders.”
About Compass Diversified (“CODI”)
CODI leverages its permanent capital base and long-term disciplined approach, maintaining controlling ownership interests in each of its subsidiaries and maximizing its ability to impact long-term cash flow generation and value creation. The Company provides both debt and equity capital for its subsidiaries, contributing to their financial and operating flexibility. CODI utilizes the cash flows generated by its subsidiaries to invest in the long-term growth of the Company and seeks to generate strong returns through its culture of transparency, alignment and accountability.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation, CODI’s expectations related to the future performance of CODI. Such forward looking statements may be identified by, among other things, the use of forward-looking terminology such as “believe,” “expect,” “may,” “could,” “would,” “plan,” “intend,” “estimate,” “predict,” “potential,” “continue,” “should” or “anticipate” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. These statements are based on beliefs and assumptions by CODI’s Board of Directors and management, and on information currently available to CODI’s Board of Directors and management. These statements involve risks and uncertainties that could cause CODI’s actual results and outcomes to differ, perhaps materially. Please see CODI’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 27, 2026 for other risk factors that you should consider in connection with such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements have been made. Except as required by law, CODI does not undertake any public obligation to update any forward-looking statements to reflect events, circumstances, or new information after the date of this press release, or to reflect the occurrence of unanticipated events.
Compass Diversified Investor Relations
irinquiry@compassdiversified.com
FAQ
What board changes did Compass Diversified (CODI) announce in this 8-K?
Compass Diversified announced that director Alexander S. Bhathal resigned effective February 28, 2026, and the Board expanded from seven to eight members. Eugene Kim and Glenn Richter were elected effective March 1, 2026, filling the vacancy and the new seat until the 2026 annual shareholders’ meeting.
Why did Alexander S. Bhathal resign from the Compass Diversified (CODI) Board?
Alexander S. Bhathal resigned from the Board effective February 28, 2026, due to other commitments. The company explicitly stated that his decision was not the result of any disagreement with Compass Diversified or its Board, indicating a voluntary, non-controversial transition in board membership.
Who are the new Compass Diversified (CODI) directors, Eugene Kim and Glenn Richter?
Eugene Kim, Managing Partner of advisory firm Compass LKL, and Glenn Richter, former Chief Financial and Business Transformation Officer of International Flavors & Fragrances, were elected to CODI’s Board effective March 1, 2026. Both bring extensive finance, private equity, and operating leadership experience to support board oversight responsibilities.
What board committees will Eugene Kim and Glenn Richter serve on at CODI?
Eugene Kim has been appointed to Compass Diversified’s Audit and Compensation Committees. Glenn Richter has been appointed to the Audit Committee and the Nominating & Corporate Governance Committee. These roles place them directly in financial oversight, executive pay review, and governance responsibilities for the company.
Did Compass Diversified (CODI) disclose any related-party transactions involving the new directors?
The company stated there are no arrangements or understandings under which Eugene Kim or Glenn Richter were nominated and no transactions or proposed transactions requiring disclosure under Item 404(a) of Regulation S-K. Compass LKL and Compass Partners International are noted as unaffiliated with Compass Diversified.
How will the new Compass Diversified (CODI) directors be compensated?
As non-management directors, Eugene Kim and Glenn Richter will receive compensation in the same manner as CODI’s other non-management directors. The company referenced its previously disclosed non-management director compensation program described in its definitive proxy statement filed on Schedule 14A on April 14, 2025.
Filing Exhibits & Attachments
5 documentsPress Releases
Compass Diversified