BOARD COMPOSITIONBoard Composition
Our business and affairs are managed under the direction of our Board. We currently have nine directors. As previously disclosed, on March 23 2023, Ms. Sarah G. McCoy, a current director, notified us of her intention to not stand for re-election at the 2023 Annual Meeting, at which time her term as a director will expire. On March 24, 2023, the Board consists of eight directors, six of whom arenominated Ms. Nancy B. Mahon to fill the Company’s independent directors. All ofnewly created vacancy resulting from Ms. McCoy’s departure, with Ms. Mahon to serve as a director effective upon her election and qualification at the directors serving on our standing committees are independent.2023 Annual Meeting. Our Board has the ability to decrease or increase its size to no less than five or up to thirteen directors, respectively. Pursuant to the Company’s Sixth Amended and Restated Operating Agreement dated as of August 3, 2021, as amended by the First Amendment dated as of February 11, 2022, which we refer to herein as the “LLC Agreement”, the Company’s Allocation Member has the right to appoint director(s) to the Board based on itsoverall Board size and any such appointed directors are not required to stand for election by our shareholders. For our 20222023 Annual Meeting, eight directors, seven directorsof whom are independent, have been nominated for election by our shareholders and Mr. Sabo, our Chief Executive Officer, is currently serving as a director appointed by the Allocation Member.
Our Board haswas historically been divided into three classes serving staggered three-year terms. As part of a continued emphasis on strong corporate governance practices, onin February 10,of 2022, the Board approved an amendment to the LLC Agreement to declassify the Board immediately prior to the 2022 Annual Meeting of Shareholders. Therefore, beginning with thisat each year’s Annual Meeting, each director (other than any director appointed by the Allocation Member of the Company) will be elected for a term of office to expire at the next Annual Meetingannual meeting following his or her election. To further expand its diversity,
Director Independence
Our stock is listed on the New York Stock Exchange, or NYSE, under the symbol “CODI.” Under the rules of the NYSE, independent directors must comprise a majority of our Board. In addition, the rules of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent. Audit committee and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Securities Exchange Act of 1934, as amended. Under the rules of the NYSE, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board, currently intendsor any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries. In determining independence of a member of the compensation committee, the following factors must be considered pursuant to add another femaleRule 10C-1: (i) the source of compensation of the director, including any consulting, advisory or other compensatory fee paid by the issuer to such director and (ii) whether the director is affiliated with the issuer, a raciallysubsidiary of the issuer or ethnically diverse member beforean affiliate of a subsidiary of the 2023 Annual Meeting of Shareholders.
DIRECTOR INDEPENDENCEissuer
Pursuant to our governing documents, our Board will always consist of at least a majority of independent directors.directors and all directors serving on our standing committees will also be independent. Our Board has evaluated information requested from and provided by each director and director nominee concerning his or her background, employment, and affiliations, including family relationships, and reviewed the materiality of any relationship that each of our directors has with the Trust or the Company, either directly or indirectly. Based on this review, the Board has determined that the following directors and director nominees are “independent directors” as defined by the New York Stock Exchange (“NYSE”):NYSE: Messrs. Bhathal, Bottiglieri, Burns, Edwards and Enterline, and Mses. Mahon, McCoy (who is not standing for re-election) and Ms. McCoy. Additionally, theShaffer. Our Board previouslyhas also determined that Mr. D. Eugene Ewing,those directors who servedserve on our audit committee, compensation committee and nominating and corporate governance committee, as well as Ms. Mahon, the director until he passed awaynominee who is expected to serve on January 9, 2022, was independent. In consideration of whether Ms. McCoy is an “independent director” as definedour nominating and corporate governance committee if elected by our shareholders, satisfy the independence standards for those committees established by the NYSE, the Board considered certain historical transactions and relationships Ms. McCoy had with the Company. In particular, Ms. McCoy served as the former chief executive officer of CamelBak Products, LLC, a former subsidiaryrules of the Company. CamelBak, however, was sold in 2015NYSE and has not been a subsidiarythe applicable SEC rules.