DEF 14A of Fox Factory Holding Corp, Mar 20, 2024

DEF 14A of Fox Factory Holding Corp

Filed Mar 20, 2024 · FY20230001424929-24-000035

Open on EDGAR

  1. Director Nominees

    Director Nominees The table below provides summary information about our three director nominees. Our directors are elected by a plurality of votes cast. For more information, refer to section Election of Class II Directors (Proposal 1). The Board recommends that you vote “FOR” each of the director nominees.

  2. Director Nominees

    | Name | Age | Director Since | Occupation | Committee(s) | | Non-Independent Directors | | | | | | Michael C. Dennison | 56 | February 2018 | CEO of FOX Former President and Chief Marketing Officer of FLEX | None | | Independent Directors | | | | | | Sidney Johnson | 62 | January 2021 | Managing Partner at J-Core Network Former Head of Procurement and Automotive Sourcing of Harman International Industries, Inc. | Nominating and Corporate Governance Committee and Compensation Committee Member | | Ted D. Waitman | 74 | June 2013 | Former CEO of CPM Holdings Inc. | Audit Committee and Nominating and Corporate Governance Committee Member |

  3. ELECTION OF CLASS II DIRECTORS

    ELECTION OF CLASS II DIRECTORS The Board of Fox Factory Holding Corp. is currently comprised of seven individuals and is divided into three classes serving staggered three-year terms. The terms of office of Classes I, II and III expire at different times in annual succession, with one class being elected at each Annual Meeting of Stockholders. Messrs. Dennison, Johnson, and Waitman are Class II directors who are up for election at this year’s Annual Meeting of Stockholders. Mr. Duncan and Ms. Hlay are Class III directors and will serve until the 2025 Annual Meeting of Stockholders, or earlier in the case of such Class III director’s earlier death, resignation or removal. Ms. Fetter and Mr. Mendenhall are Class I directors and will serve until the 2026 Annual Meeting of Stockholders, or earlier in the case of such Class I director’s earlier death, resignation or removal. The Class II directors are proposed to be elected at the Annual Meeting to serve for a term to expire at the 2027 Annual Meeting of Stockholders or earlier in the case of such Class II director’s earlier death, resignation or removal. The Board nominated Messrs. Dennison, Johnson, and Waitman for election as Class II directors. The nominees indicated a willingness to stand for election and to serve if elected. Proxies cannot be voted for a greater number of persons than the number of nominees named. Unless otherwise indicated in your proxy, the persons named as proxies in the proxy card, or their substitutes, will vote your proxy for the nominee, who has been designated as such by the Board. In the event that a nominee for director withdraws or for any reason is not able to serve as a director, we will vote your proxy for any replacement nominee designated by the Nominating and Corporate Governance Committee and the Board, if such a replacement nominee is designated. The Nominating and Corporate Governance Committee recommended each nominee that the Board recommends to stockholders to the Board. The following paragraphs describe the business experience and education of our directors.

  4. Directors Up for Re-Election

    Directors Up for Re-Election

  5. Directors Up for Re-Election

    | | Michael C. Dennison Director and Chief Executive Officer Age: 56 Non-Independent Director Since: February 2018 |

  6. Directors Up for Re-Election

    Michael C. Dennison has served as Chief Executive Officer since June 2019, having previously joined FOX in August 2018 as President, Powered Vehicles Group. Mr. Dennison has served as a director on our Board since February 2018. Prior to joining the Company, he most recently was President and Chief Marketing Officer for Flex Ltd., a global supply chain company from February 2012 to August 2018. While at Flex Ltd., Mr. Dennison held critical leadership roles, ranging from leading the company’s procurement and global supply chain organizations to serving as Senior Vice President of Business Management for both the High-Velocity Solutions Group and the Mobile and Consumer Segment. Prior to joining Flex Ltd., he was the Regional Director at Arrow Electronics, based in New York. Mr. Dennison earned a Bachelor of Arts degree in liberal arts from Oregon State University in 1989 and is accredited by Harvard Business School in executive courses. Additionally, Mr. Dennison serves as Chair of the Board of K&N Engineering, Inc., an industry-leader in automotive filtration and technology, and as Lead Director for Solo Brands, a holding company that specializes in outdoor and adventure brands. Mr. Dennison brings over 25 years of leadership experience to the Board with considerable expertise to reach strategic, operational, sales, and marketing objectives. Mr. Dennison has extensive management experience with international consumer products, high technology, and global supply chain management. Additionally, his deep institutional knowledge of FOX, its products, and customers coupled with his strategic acumen allows Mr. Dennison to provide the Board with unique insight into the Company’s operations.

  7. Directors Up for Re-Election

    | | Sidney Johnson Director Age: 62 Independent Director Since: January 2021 Committees: Member of Nominating and Corporate Governance and Compensation |

  8. Directors Up for Re-Election

    Sidney Johnson has served on the Board since January 2021, and is a member of both the Company’s Compensation Committee and Nominating and Corporate Governance Committee. Mr. Johnson has over 30 years of operational excellence and global supply chain experience in the technology, global mobility, and automotive manufacturing industries. He is currently managing partner at J-Core Network, a supply chain consulting firm. He most recently served as Head of Procurement and Automotive Sourcing at Harman International Industries, Inc., a global leader in connected car technology and audio electronics, and a subsidiary of Samsung Electronics. He began his career at General Motors (NADAQ:GM) in 1988, holding a variety of positions in operations, lean manufacturing, purchasing, and quality assurance. Mr. Johnson joined Delphi in 2000 and spent over 20 years with Delphi, which became later known as Aptiv, an Irish-American automotive technology supplier, with his last role as Senior Vice President, Global Supply Chain Management. In this role, he built supplier capabilities and implemented global sourcing strategies that allowed for greater business flexibility and cost efficiencies. Mr. Johnson also served as Vice Chair of the National Minority Supplier Development Council Board of Directors and as an Advisory board member of the International Trade Centre, a joint agency between the World Trade Organization and the United Nations. In 2021, Mr. Johnson received the J. Shipman Gold Award, a highly coveted industry award for supply chain leaders who made lasting contributions to their organization and the industry. Mr. Johnson earned a Bachelor's degree in Industrial Engineering and Technology from Central State University in Wilberforce, Ohio, and a Master's degree in Industrial Management from Wesleyan University in Indianapolis. Mr. Johnson has a breadth of knowledge and experience in logistics and supply chain management, ranging from national and international supply chain ecosystems to novel disruptors in the global economy. His unique insight is critical to the Company as we implement the next phase of efficiencies into our business and operations and build supplier diversity. His accomplishments in operational efficiency and value creation across various sectors, including the automotive sector, as well as his unique insight into supply chain risk in an evolving global economy, qualify him to serve as director.

  9. Directors Up for Re-Election

    | | Ted D. Waitman Director Age: 74 Independent Director Since: June 2013 Committees: Member of Audit and Nominating and Corporate Governance |

  10. Directors Up for Re-Election

    Ted D. Waitman has served on the Board since June 2013, and is a member of both the Company’s Audit Committee and Nominating and Corporate Governance Committee. Since 1978, he held various leadership positions, including President and Chief Executive Officer of CPM Holdings Inc., a global leading provider of engineered process solutions and automation. Prior to becoming President and Chief Executive Officer of CPM Holdings Inc., Mr. Waitman gained experience as a manufacturing engineer, plant manager, and global manufacturing manager. In addition, Mr. Waitman served as a Director of CPM Holdings Inc.’s Board from 2003-2020 and served in an advisory capacity until 2022. From 2006-2008, Mr. Waitman was an independent director of Compass Diversified Holdings, a publicly-traded company. He previously was a Director of the American Feed Industry Association and President of the Process Equipment Manufacturers' Association. Mr. Waitman earned a Bachelor of Science degree in Industrial Engineering from the University of Evansville. Mr. Waitman has culminated extensive experience from over three decades of service as a board member and in executive management roles. His experience and leadership in corporate strategy, acquisitions and global growth provide valuable and insightful perspectives on a multitude of issues facing public companies. He provides considerable guidance on corporate development, acquisitions, international expansion, business operations, and the manufacturing industry qualifying him as a director.

  11. Directors Not Up for Re-Election

    Directors Not Up for Re-Election

  12. Directors Not Up for Re-Election

    | | Dudley W. Mendenhall Chair of the Board Age: 69 Independent Director Since: June 2013 Committees: Member of Audit and Compensation Audit Committee Financial Expert (as defined under SEC rules) |

  13. Directors Not Up for Re-Election

    Dudley W. Mendenhall joined our Board as a director of its subsidiary in February 2012 and was appointed to serve as Lead Independent Director of the Company’s Board of Directors in June 2013. Mr. Mendenhall was then appointed Chair of the Board in 2017 and served until 2019, when he was then reappointed as Lead Independent Director. Mr. Mendenhall served as Lead Independent Director until 2021, when he was once again appointed to Chair of the Board. Mr. Mendenhall also serves as a member of both the Company’s Audit and Compensation Committees. Since July 2012, Mr. Mendenhall has been an independent consultant providing financial advisory services. From 2016-2023, he served as independent director and Chair of the Audit Committee for 5.11, Inc., a company that designs and manufactures high quality tactical apparel and other tactical consumer goods. From 2010-2012, Mr. Mendenhall was Vice President of Strategy, Planning and Operations in the office of Strategy and Technology at Hewlett-Packard Co., and before that, from 2009-2010, he served as Chief Financial Officer of Solera Holdings Inc., a provider of software and services to the automobile insurance claims processing industry. From 2007-2009, he served as Chief Financial Officer of Websense Inc. and from 2003-2007, Mr. Mendenhall was Senior Vice President and Chief Financial Officer of K2 Inc., an international sporting equipment manufacturer. He earned a Bachelor of Arts degree in Economics from Colorado College. Mr. Mendenhall has decades of experience as a chief financial officer at public companies and extensive experience in both risk management and strategic planning. He brings experience in international operations and extensive expertise in financial controls and maintaining growth. His strong financial acumen gained through his finance leadership roles, accounting, and audit knowledge and experience brings valuable financial and reporting insight to our Board, qualifying him to serve as a director.

  14. Directors Not Up for Re-Election

    | | Thomas E. Duncan Director Age: 59 Independent Director Since: July 2017 Committees: Chair of Nominating and Corporate Governance |

  15. Directors Not Up for Re-Election

    Thomas E. Duncan joined the Board in July 2017 and is Chair of the Company’s Nominating and Corporate Governance Committee. He is currently President/CEO of Hickory Holdings LLC. Prior to his current role, Mr. Duncan was a Managing Board Member for Positec Group, a global manufacturer and marketer of power tools and lawn and garden equipment and accessories including the Rockwell and WORX brands. Prior to Positec, he was a Vice President of Robert Bosch Tool Corp. from June 2001 to September 2003, and was a Vice President at Vermont American Corp. from September 1992 to June 2001 until it was acquired by Robert Bosch Tool Corp. Mr. Duncan was a director on the Outdoor Power Equipment Institute Board of Directors from October 2015 to April 2023 (Board Chair 2021-2022), and is currently a director on the Folks Center for International Business Board of Directors at University of South Carolina’s Darla Moore School of Business since September 2016. From 2018 to 2021, Mr. Duncan served on the Board of Directors of Fast Growing Trees (SP FGT Holdings LLC), a privately held e-commerce company. He earned a Bachelor of Arts degree in rhetoric from the University of Virginia and a Master of International Business from University of South Carolina’s Darla Moore School of Business. Mr. Duncan has over 25 years of experience in the manufacturing and consumer durable goods industries, with significant expertise in brand development and scaling operations. He has a track record of success in direct marketing and operational management, bringing a unique insight into sales and growth strategies for the Company. Mr. Duncan’s strong global business leadership and executive management skills coupled with his strategic vision qualifies him to be a director.

  16. Directors Not Up for Re-Election

    | | Elizabeth A. Fetter Director Age: 65 Independent Director Since: June 2017 Committees: Chair of Compensation and Member of Nominating and Corporate Governance |

  17. Directors Not Up for Re-Election

    Elizabeth A. Fetter has served on our Board since June 2017 and currently serves as the Chair of the Compensation Committee and is a member of the Company’s Nominating and Corporate Governance Committee. Ms. Fetter has decades of board experience. She has served on the Board of Directors of McGrath Rentcorp, a B2B rental company, since 2014 and is the founder of Abundance Hill Enterprises LLC and Fetter Advisory Services, where she has served in principal capacities since 2015. She previously served on the Board of Talend SA (2020-2021), a global leader in cloud data integration and data integrity, when the company went private with Thoma Bravo. From 2004-2021, she was on the Board of Directors for Connexed Technologies Inc. From 2000-2013, Ms. Fetter served as a member of Symmetricom Inc.’s Board of Directors, where she was chair of the Compensation Committee and a member of the Audit and Stock Option Committee, eventually being appointed President and Chief Executive Officer of Symmetricom Inc. in April 2013. She served in this capacity until Microsemi Corp. acquired Symmetricom Inc. in November 2013. Additionally, Ms. Fetter was President and Chief Executive Officer of technology startup, NxGen Modular LLC, from 2011-2012, and was President, Chief Executive Officer, and a Director of Jacent Technologies, Inc., a privately held supplier of on-demand ordering solutions for the restaurant industry (2007). She served on the QRS Corporation Board of Directors from 2005-2013 and on the Ikanos Corp. Board of Directors from 2008-2009. She previously was the Alliant International University Inc. Chair of the Board of Trustees and served as a trustee from 2004-2013. Ms. Fetter earned a Bachelor of Arts degree in Communication Studies from Pennsylvania State University, a Master of Science degree in Industrial Administration from Carnegie Mellon University (Tepper & Heinz Schools) and an Advanced Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization. She previously taught Finance and Accounting at the Graduate level and strategy for UC Berkeley Extension International Management seminars and also participated in the Harvard Business School Director School executive education program. Ms. Fetter has more than 25 years of public and private company board experience and held chief executive officer roles at three companies ranging from startup to $5B in revenue. She has extensive experience in technology, telecommunications, real estate, and financial sectors. In 2019, she was named one of the Most Influential Corporate Board Directors by Women Inc. With significant experience in leadership and business development, Ms. Fetter brings a sophisticated understanding of public company operational requirements and strategic development, which qualifies her as director.

  18. Directors Not Up for Re-Election

    | | Jean H. Hlay Director Age: 64 Independent Director Since: February 2019 Committees: Chair of Audit and Member of Compensation Audit Committee Financial Expert (as defined under SEC rules) |

  19. Directors Not Up for Re-Election

    Jean H. Hlay has served on the Board since February 2019, was named chair of the Audit Committee of the Company in April 2021, and is a member of the Company’s Compensation Committee. She has more than 25 years of executive and senior leadership experience in the consumer branded products manufacturing and distribution industries. Ms. Hlay most recently served as President and Chief Operating Officer of MTD Products, Inc., a privately owned, global manufacturer and distributor of residential and commercial outdoor power equipment with over 7,000 employees in 16 major locations worldwide. She was named to the MTD Products, Inc. Board of Directors in 2002, was appointed President and Chief Operating Officer in 2009 and continued in both roles until 2018. Prior to MTD, Ms. Hlay was Chief Financial Officer of Crossville Rubber Products, Inc./Plastivax, Inc., a manufacturer of rubber and vinyl floor mats serving the automotive industry, and she began her career at Price Waterhouse (now PwC), one of the big four accounting firms. She has served on the Pella Corp. Board of Directors since 2012, a privately held corporation that manufactures windows and doors, and from 2006-2018 she served on the Outdoor Power Equipment Institute Board of Directors. Ms. Hlay also serves as a director for Blain’s Supply, a family-owned chain retail store specializing in home improvement and farming such as tools/apparel, Buckeye Corrugated Inc., a manufacturer of custom corrugated product packaging and displays, and BCD Parent, Inc., which is a parent company of American Trailer World (ATW), the leading manufacturer and retailer of trailers and truck equipment. Ms. Hlay earned a Bachelor of Science, Business Administration degree in Accounting from Bowling Green State University and is a CPA (inactive). Ms. Hlay has first-hand knowledge and experience in the consumer products manufacturing industry, value creation in this sector, and global operations. Her business expertise, customer-centric philosophy, and commitment to delivering quality products provide our Board with unique insight into consumer-branded manufacturing products and corporate strategy for such goods. She has a global vision, a commitment to success, and extensive leadership experience that qualify her as director.

  20. Board Diversity

    Board Diversity The following table presents the relevant diversity information of the Board as of March 20, 2024.

  21. Board Diversity

    | Board Diversity Matrix | | | | Total Number of Directors | 7 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 2 | 5 | | Part II: Demographic Background | | | | African American or Black | 0 | 1 | | White | 2 | 4 | | LGBTQ+ | 0 | | | Military Veterans | 0 | |

  22. Board Diversity

    On August 6, 2021, the U.S. Securities and Exchange Commission (the “SEC”) approved a Nasdaq Stock Market (“Nasdaq”) rule change requiring its listed companies to have, or explain why they do not have, at least two diverse directors. The diverse directors are to include (1) one director who self-identifies as female and (2) another director who self-identifies as a member of an underrepresented minority or LGBTQ+. This new rule requires all companies listed on Nasdaq’s U.S. exchange to publicly disclose consistent, transparent diversity statistics regarding their board of directors. We are fully compliant with the requirements of this rule.

  23. Required Vote for Election of Directors

    Required Vote for Election of Directors The election of directors is by plurality vote of holders present, in person or by proxy at the Annual Meeting and entitled to vote thereon, with each nominee receiving a plurality of the votes cast to be elected as a director. The Board recommends that you vote “FOR” each of the nominees, Messrs. Dennison, Johnson, and Waitman, to be elected to our Board as Class II directors for terms ending at our 2027 Annual Meeting of Stockholders or earlier in the case of such director’s death, resignation or removal.

  24. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  25. Non-employee Director Compensation for Fiscal Year 2023

    Non-employee Director Compensation for Fiscal Year 2023 Any non-employee director who, directly, indirectly, or beneficially owns 5% or more of outstanding securities or is employed by or represents a stockholder of us that, directly, indirectly, or beneficially owns 5% or more of the Company’s outstanding securities is not entitled to receive any cash compensation or equity-based compensation for his or her service on the Board. Such non-employee director is, however, entitled to receive reimbursement for reasonable expenses that he or she properly incurs in connection with attending Board meetings and performing duties as a director. For fiscal year 2023, our Non-employee Director Compensation Policy, as amended and restated, provided for an annual cash retainer of $75,000, payable in quarterly increments, for service as a non-employee director of FOX. A non-employee director who serves as Chair of the Board is paid an additional annual retainer of $90,000 and an additional equity award outlined below, plus the other retainers and compensation he or she may receive. The Chairs of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are provided additional annual retainers of $25,000, $17,500 and $17,500, respectively. The Lead Independent Director, when applicable, is paid an additional annual retainer of $15,000. Each non-employee director serving on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is provided additional annual retainers of $10,000, $10,000, and $10,000, respectively. Finally, each of the non-employee directors is entitled to receive reimbursement for reasonable expenses that he or she properly incurs in connection with attending Board meetings and his or her duties as a director. In October 2023, the Compensation Committee reviewed market pay benchmarking of peer group and a broader group of comparably-sized companies and decided, in order to approximate market median levels, for fiscal year 2024, to increase the annual cash retainer of the non-employee directors to $80,000. Pursuant to our Non-employee Director Compensation Policy, as amended and restated, non-employee directors are also granted annual equity-based compensation awards in the form of restricted stock units (“RSUs”) pursuant to the 2022 Omnibus Plan, as amended. These awards vest on the day immediately prior to the next Annual Meeting of Stockholders, subject to accelerated vesting in the event of the director’s death or a change in control of the Company and are subject to such additional terms and conditions as may be set forth in the applicable award agreement and plan. Subject to applicable laws and our policies in place for equity-based awards, through fiscal year 2023, the non-employee directors were entitled to receive an annual award of RSUs determined by dividing $150,000, by the closing price of our common stock on the date of grant. The Chair of the Board or our Lead Independent Director, as applicable, will receive an additional annual award of RSUs determined by dividing $15,000 by the closing price of our common stock on the date of grant. In fiscal year 2023, other than the Chair of the Board, Mr. Mendenhall, who received 1,694 RSUs on May 5, 2023, each other non-employee director received an award of 1,540 RSUs on May 5, 2023. These awards will vest on the day immediately prior to the 2024 Annual Meeting, subject to accelerated vesting in the event of a director’s death or a change in control of the Company. In October 2023, the Compensation Committee decided, for fiscal year 2024, to increase the annual equity-based compensation award for each non-employee director to $160,000. The following table sets forth information for fiscal year 2023 regarding the compensation awarded to, earned by or paid to persons who served as our non-employee directors during fiscal year 2023.

  26. Non-employee Director Compensation for Fiscal Year 2023

    | DIRECTOR COMPENSATION - FISCAL YEAR 2023 | | | | | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | Dudley W. Mendenhall | $185,000 | $165,000 | $350,000 | | Thomas E. Duncan | $90,625 | $150,000 | $240,625 | | Elizabeth A. Fetter | $101,250 | $150,000 | $251,250 | | Jean H. Hlay | $110,000 | $150,000 | $260,000 | | Sidney Johnson | $93,750 | $150,000 | $243,750 | | Ted D. Waitman | $93,750 | $150,000 | $243,750 |

  27. Non-employee Director Compensation for Fiscal Year 2023

    (1)Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB Topic 718 of RSUs awarded in fiscal year 2023 pursuant to the 2022 Omnibus Plan. The RSUs vest on the day before the Company’s Annual Meeting.

  28. Consideration of Director Nominees

    Consideration of Director Nominees The Nominating and Corporate Governance Committee annually assesses the size and composition of the Board in light of our operating requirements and determined that seven is the appropriate number of directors to have on the Board. The Nominating and Corporate Governance Committee also identifies and makes recommendations to the Board with respect to candidates for election as directors by stockholders at our Annual Meetings of Stockholders. When necessary, the Nominating and Corporate Governance Committee utilizes external director search firms as well as the Company’s internal Human Resources staff to engage in a thorough and exhaustive search for candidates. The Nominating and Corporate Governance Committee reviews candidates with certain criteria designed to best serve the Company, including, but not limited to: (1) possess fundamental qualities of intelligence, honesty, perceptiveness, good judgment, maturity, high ethics and standards, integrity, fairness and responsibility; (2) have a genuine interest in the Company and a recognition that, as a member of the Board, each director is accountable to the stockholders of the Company; (3) have a background that demonstrates an understanding of business and financial affairs of other organizations of comparable or larger purpose, complexity and size, and subject to similar or greater legal restrictions and oversight; (4) be able to contribute to the effective oversight of the Company, taking into account the needs of the Company and such factors as the individual’s experience, perspective, skills and knowledge of the industries in which the Company and its subsidiaries operate; (5) have no conflict of interest or legal impediment that would interfere with the duty of loyalty owed to the Company and its stockholders; (6) have no relationships that might impair his or her independence, including, but not limited to, business, financial or family relationships with the Company’s management; (7) have the ability and be willing to spend the time required to function effectively as a director; (8) possess skills necessary for service on Board committees; (9) be compatible and able to work well with other directors and executives in a team effort with a view to a long-term relationship with the Company as a director; and (10) have independent opinions and be willing to state them in a constructive manner. These criteria are set forth in the Nominating and Corporate Governance Committee Charter. The Nominating and Corporate Governance Committee will consider director candidates recommended by Company stockholders, as provided for in the Fox Factory Holding Corp. Policy Regarding Security Holder Recommendations of Director Nominees, set forth below. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates a candidate for nomination to the Board based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board at an Annual Meeting of Stockholders, must do so by delivering no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting a written recommendation to the Nominating and Corporate Governance Committee c/o Fox Factory Holding Corp., 2055 Sugarloaf Circle, Suite 300, Duluth, GA 30097, Attn: Chief Legal Officer, and must meet the deadlines and other requirements set for in our Amended and Restated Bylaws (the “Bylaws”), the Fox Factory Holding Corp. Policy Regarding Security Holder Recommendations of Director Nominees and the rules and regulations of the Securities and Exchange Commission (“SEC”). If a stockholder, in accordance with the procedural requirements discussed above, recommends a proposed director candidate, the Chief Legal Officer will provide the stockholder recommendation to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will evaluate the proposed director’s candidacy and recommend whether the Board should nominate the proposed director candidate for election by Company’s stockholders.

  29. Certain Information Regarding our Directors and Executive Officers

    Certain Information Regarding our Directors and Executive Officers The name and age as of the date of this Proxy Statement of each director, nominee and executive officer and the positions held by each of them in fiscal year 2023 are as follows:

  30. Certain Information Regarding our Directors and Executive Officers

    | Name | Age | Class | Position | | Michael C. Dennison | 56 | II | Director and Chief Executive Officer | | Dennis C. Schemm | 58 | — | Chief Financial Officer and Treasurer | | Maggie E. Torres | 41 | — | Former Interim Chief Financial Officer and Former Interim Treasurer | | Scott R. Humphrey | 53 | — | Former Chief Financial Officer and Former Treasurer | | Christopher J. Tutton | 50 | — | President, Specialty Sports Group | | Thomas L. Fletcher | 59 | — | President, Aftermarket Applications Group | | Toby D. Merchant | 45 | — | Chief Legal Officer, Secretary and Chief Compliance Officer | | Dudley W. Mendenhall | 69 | I | Chair of the Board | | Thomas E. Duncan | 59 | III | Director | | Elizabeth A. Fetter | 65 | I | Director | | Jean H. Hlay | 64 | III | Director | | Sidney Johnson | 62 | II | Director | | Ted D. Waitman | 74 | II | Director |

  31. Executive Summary

    Executive Summary Our compensation programs are designed with the general goals and objectives of providing a market competitive pay package that achieves our talent needs (attracts, engages and retains) by directly aligning rewards to our business strategy to drive long-term stockholder value. For the Named Executive Officers, this is achieved by emphasizing performance-based annual cash and long-term equity incentive awards which provide the majority of this group’s target pay opportunity. In making compensation decisions for fiscal year 2023, the Committee considered our financial results, our operating strategy and goals, and took into account a market analysis of peer group pay and our prior Say-on-Pay results. The first part of the year was generally tracking near our budget, which was the basis for the target financial goals. However, the second part of the year had significant unexpected challenges with softening in our end markets (including inventory recalibration in bike and UAW strike impacting our PVG and AAG businesses) and exogenous factors (including higher interest rates causing customers to be more conservative in their purchasing practices). Our performance directly impacted awards earned for the incentive cycles ending in 2023. In addition, the decline in our stock price experienced by our shareholders also impacted our executives, including NEOs, who experienced declining values in their holdings of FOX common stock and realized values below the grant date value upon the vesting of equity awards. The Company performance metric we believe is most important to our stockholders is the same primary metric we used in determining performance-based cash incentive compensation in fiscal year 2023, adjusted EBITDA. We believe adjusted EBITDA directly correlates to stock price and is a good indicator of earnings and cash flow health. Additionally, for fiscal year 2023, in the Performance-Based RSU Award program (“PSUs”), we incorporated return on invested capital (“ROIC”) and free cash flow (“FCF”) which are equally weighted. We believe ROIC and FCF directly correlate to long-term company performance.

  32. Key Compensation Decisions for Fiscal Year 2023

    Key Compensation Decisions for Fiscal Year 2023 •Base Salary. Effective in January 2023, Messrs. Dennison, Humphrey, Merchant, Tutton and Fletcher received a 5.4%, 4.8%, 4.8%, 4.4%, and a 4.9% market and merit-based increases in base salary, respectively. •Annual Performance-Based Cash Bonuses. The Company’s Adjusted EBITDA for the fiscal year 2023 was $261.0 million, which was approximately 79% of the Company’s Target Adjusted EBITDA of $329.7 million set by the Board. As a result, no financial performance portion of the Cash Bonuses were paid out for fiscal year 2023. •Equity Incentive Compensation. The Committee granted senior executives, including the NEOs, an equal mix of RSUs and PSUs in early 2023 for the 2023-2025 performance period. For the completed three-year (2021-2023) performance period, the Committee exercised discretion pursuant to the 2022 Omnibus Plan and the PSU portion of the award was approved at 200% of target reflecting above target performance for ROIC and FCF relative to the goals set in early 2021, adjusted for the UAW strike impact.

  33. Mix of Elements of Compensation for Fiscal Year 2023

    | Name | Base Salary % | Annual Performance-Based Bonuses % (AT TARGET) | Fair Value of Restricted Stock Granted % | Fair Value of Performance Stock Granted % | | Michael C. Dennison | 13.5% | 17.3% | 34.6% | 34.6% | | Dennis C. Schemm | 25.2% | 20.4% | 31.8% | 22.7% | | Maggie E. Torres | 85.4% | 14.6% | —% | —% | | Scott R. Humphrey | 37.0% | 27.7% | 35.3% | —% | | Toby D. Merchant | 30.6% | 20.8% | 24.3% | 24.3% | | Christopher J. Tutton | 28.8% | 19.2% | 26.0% | 26.0% | | Thomas L. Fletcher | 32.6% | 21.9% | 22.7% | 22.7% |

  34. Mix of Elements of Compensation for Fiscal Year 2023

    Our executive compensation program is predominantly performance-based. As an executive’s ability to impact operational performance increases, so does the proportion of his or her at-risk compensation. Target short- and long-term incentive compensation (where applicable) grows proportionately as job responsibilities increase, which encourages our officers to focus on the Company’s long-term success and aligns with the long-term interests of our stockholders. For fiscal year 2023, we tied annual Cash Bonuses for our NEOs primarily to adjusted EBITDA, and we tied the earning of PSUs to ROIC and FCF goals. The Committee also takes into account Company performance when determining the number of RSUs and PSUs to be awarded to our Named Executive Officers (making such compensation “at-risk” to the performance of the Company). The graphics below illustrate the mix of fixed and incentive compensation opportunities at target we provided to our Chief Executive Officer and other NEOs for fiscal year 2023. While “Total Stockholder Return” is not used as a performance metric, the Committee when determining the total compensation packages of our Named Executive Officers considered it, along with other metrics. As shown below, the majority of the CEO’s target compensation opportunity is at-risk, subject to Company financial results and, for the long-term incentive, the value of equity earned reflects the stock price at the end of the multi-year performance/vesting period.

  35. Highlights of Executive Compensation Practices

    | What We Do | What We Do Not Do | | ✓ Pay for Performance | X Hedging Transactions | | The Company ties pay to performance, as evidenced in the above “Mix of Elements of Compensation for fiscal year 2023,” in which compensation not tied to performance, only makes up an average of 33% of the compensation mix for the Other Named Executive Officers. | Insiders are prohibited from engaging in hedging transactions with respect to the Company’s shares of common stock, in accordance with the Company’s Insider Trading Policy. See the “Hedging and Pledging Policy” section within “The Board of Directors” section for a more thorough discussion of the Company’s hedging and pledging policies. | | ✓ Use of Market Data | | | The Company reviews market data for companies similar to FOX (in size and industry) to ensure executives and non-employee directors compensation opportunities are competitive with market median. | | | ✓ Clawback Policy | X Short-Term Trading | | The Company maintains a Clawback Policy, allowing the independent directors of the Board to clawback all or a portion or any bonus or incentive compensation paid, or cancel stock-based awards granted to executive officers upon restatement or misstatement of financial results, or as required by law. | Insiders are prohibited from short-term trading in the Company’s shares of common stock, other than when such shares are acquired as a result of stock option exercise or other employee benefit plans, in accordance with the Company’s Insider Trading Policy. | | ✓ Independent Compensation Consultant | X Recycle Stock Awards | | In fiscal year 2023, Pay Governance LLC (“Pay Governance”) an independent compensation consultant, was engaged for a variety of purposes including undertaking a review of the Company’s peer group, and executive officers and Board compensation. | The 2022 Omnibus Plan does not permit the ability to recycle any shares underlying outstanding awards. | | ✓ RSU Awards to Promote Long-Termism | X Reprice Awards | | The Company awards RSUs as part of the long-term incentive grant mix, with long vesting periods up to three years, which are forfeited upon termination from employment, in order to promote long-term results. | Except in connection with a corporate transaction or event requiring an adjustment under the terms of the 2022 Omnibus Plan, the terms of outstanding equity awards may not be amended to reduce the exercise price of options or the grant price of stock appreciation rights, or cancel options or stock appreciation rights in exchange for cash, other awards or options or stock appreciation rights with an exercise price or grant price, that is less than the exercise price of the original options or grant price of the original stock appreciation rights, as applicable, without stockholder approval. | | ✓ PSU Awards to Promote Long-Termism | | | The Company awards PSUs, with performance periods of up to three years, that vest based on the achievement of certain measures including ROIC and FCF. These awards are part of the long-term incentive grant mix, and are forfeited upon termination from employment, with the goal of promoting long-term results. | | | ✓ Stock Ownership Guidelines | X No Single Trigger and No Tax Gross-Up | | Certain executive officers and non-employee directors of the Board are subject to stock ownership guidelines as the Company believes that ownership of significant amounts of FOX common stock helps to promote a long-term perspective in managing FOX and helps to ensure alignment with stockholders, capital markets and public interests. | No single trigger or tax gross-up on restricted or performance-based restricted stock units. | | ✓ Risk Assessment | | | The Company conducts officer compensation program risk assessment reviews annually. | |

  36. Compensation Consultant

    Compensation Consultant For compensation-related decisions in fiscal year 2023, an independent executive compensation consultant, Pay Governance, was engaged to advise the Committee on compensation matters related to the executive and non-employee director compensation programs. In fiscal year 2023, Pay Governance assisted the Committee with, among other things: •conducting executive and director market pay analysis; •reviewing the compensation peer group (as discussed below); •assisting with the Compensation Discussion and Analysis disclosures; and •providing an update on market trends and emerging developments. Pay Governance reports to the Committee and at the Committee’s direction, works with senior management, including the Human Resources staff. The Committee conducted a specific review of its relationship with Pay Governance in fiscal year 2023 and determined that the work performed for the Committee did not raise any conflicts of interest. Pay Governance’s work conformed to the independence factors and guidance provided by the Dodd-Frank Act, the SEC and the NASDAQ.

  37. Use of Market Data Analyses

    Use of Market Data Analyses During fiscal year 2023, the independent consultant reviewed the Company’s peer group to ensure that all peers remain appropriate for go-forward market comparisons. This review took into account revenue size, growth and profitability, as well as FOX’s GICS industry code, and broader related industry/company groupings such as leisure and high-value brand names. For reference, in determining fiscal year 2023 executive compensation, the following peer group was used:

  38. Use of Market Data Analyses

    | Brunswick Corporation | Chart Industries, Inc. | Columbia Sportwear Company | | Crocs, Inc. | Deckers Outdoor Corporation | Enphase Energy, Inc. | | ESCO Technologies Inc. | iRobot Corporation | Johnson Outdoors, Inc. | | LCI Industries | Malibu Boats, Inc. | Sonos, Inc. | | Topgolf Callaway Brands Corp. | Under Armour, Inc. | Vista Outdoor, Inc. | | Winnebago Industries, Inc. | YETI Holdings, Inc. | |

  39. Use of Market Data Analyses

    In fiscal year 2023, the independent consultant was engaged to perform executive pay analysis based on the Company's peer group. In addition to the peer group, which discloses NEO pay data in proxy filings, the independent consultant also presented survey data of comparably sized companies from Radford’s 2023 Global Compensation Survey. The analysis covers compensation levels and mix among base salary, annual incentive and long-term incentives. The independent consultant developed target pay recommendations for the CEO position and worked with the Human Resources staff and CEO to develop recommendations for the other NEOs. The market data is only one of many factors that is considered in the making target pay decisions regarding executive compensation levels. Other factors include internal pay equity, level of responsibility, the individual’s performance, expectations regarding the individual’s future potential contributions, succession planning, retention strategies, budget considerations and the Company’s performance. The Committee relies on its collective experience and judgment along with the recommendations presented to set executive compensation.

  40. Elements of Our Compensation Program

    | Base salary | | Performance-based bonus (based, in whole or in part, on financial performance of the Company) | | Awards of RSUs and PSUs (subject to the discretion of the Compensation Committee) | | Minimal benefits and perquisites |

  41. Elements of Our Compensation Program

    As a result of the market pay benchmarking and broad market pay movement, combined with, among other things, the historic growth and performance of the Company as well as the demonstrated, ongoing performance by each of the executives, the Committee determined that base salary adjustments, which were effective at the start of fiscal year 2023 were warranted and necessary to be competitive in a today’s labor market. Annual Performance-Based Cash Bonuses. Our practice is to award annual performance-based cash bonuses (each a “Cash Bonus”) to the Named Executive Officers, in accordance with the underlying formulas set forth in the Employment Agreements of each Named Executive Officer. Annual Cash Bonuses are designed to motivate and reward achievement of short-term financial objectives and to attract talent. The underlying factors for determining the amount of the Cash Bonuses vary among the Named Executive Officers. For fiscal year 2023, Messrs. Dennison and Humphrey would have been eligible to receive a Cash Bonus based only on the Company’s achievement of Company Target Adjusted EBITDA. Ms. Torres and Messrs. Schemm, Merchant, Tutton, and Fletcher would have been eligible to receive a Cash Bonus comprised of two parts: (1) Cash Bonus based on the Company’s achievement of Company Target Adjusted EBITDA, and (2) the executive’s achievement of certain individual performance objectives and overall ratings. However, no Named Executive Officer would be eligible to receive a Cash Bonus if the Company’s actual Adjusted EBITDA for fiscal year 2023 was under 90% of Company Target Adjusted EBITDA. Additionally, in order to encourage and reward longevity, the Named Executive Officers are not entitled to any Cash Bonus unless the Company employs the Named Executive Officer on the last day of the applicable performance period. In cases where the Company significantly outperforms targets, payouts can be earned up to the 200% of target Maximum Level. For fiscal year 2023, no payouts were earned since Adjusted EBITDA was below the threshold goal.

  42. Elements of Our Compensation Program

    | | Bonus at Target % | Company Performance (adjusted Ebitda) | | | | | | Individual performance goals | | | | | | Weighting | Threshold | Target | Max | Actual | % of Target Earned | Weighting | % of Target earned | Payout % of target | | Michael C. Dennison | 125% | 100% | $296.7 | $329.7 | $362.6 | $261.0 | —% | N/A | N/A | N/A | | Dennis C. Schemm | 75% | 75% | $296.7 | $329.7 | $362.6 | $261.0 | —% | 25% | —% | —% | | Maggie E. Torres | 40% | 50% | $296.7 | $329.7 | $362.6 | $261.0 | —% | 50% | —% | —% | | Scott R. Humphrey | 75% | 100% | $296.7 | $329.7 | $362.6 | $261.0 | —% | N/A | N/A | N/A | | Toby D. Merchant | 65% | 75% | $296.7 | $329.7 | $362.6 | $261.0 | —% | 25% | —% | —% | | Christopher J. Tutton | 65% | 75% | $296.7 | $329.7 | $362.6 | $261.0 | —% | 25% | —% | —% | | Thomas L. Fletcher | 65% | 75% | $296.7 | $329.7 | $362.6 | $261.0 | —% | 25% | —% | —% |

  43. Elements of Our Compensation Program

    Equity-Based Awards. The Committee believes equity awards are another important component of executive compensation and serve to better align the interests of our executives with those of our stockholders. The Company awards restricted stock units, with long vesting periods, which are forfeited upon termination from employment, in order to promote long-termism. In determining whether to grant RSUs to certain NEOs, the Committee reviews its historical practice with respect to granting equity awards to such individuals. The Committee primarily utilizes RSUs, including those with performance conditions, as compared to other types of equity awards because of their simplicity for the recipient, their ability to serve as a retention tool and their ability to keep value. The Committee approves equity awards under our 2022 Omnibus Plan, as detailed below. For fiscal year 2023, the Committee determined to grant an equal mix, at target, of RSUs and PSUs as discussed below. Time-Based RSU Awards The Committee believes time-based RSU awards serve as a retention incentive for the Named Executive Officers. In March 2023, the Committee approved grants of time-based RSU awards under our 2022 Omnibus Plan to Mr. Dennison (21,005 RSUs), Mr. Humphrey (4,412 RSUs), Mr. Merchant (2,941 RSUs), Mr. Tutton (3,571 RSUs), and Mr. Fletcher (2,521 RSUs). Due to his departure from the Company in April 2023, only 1,500 RSUs of the 4,412 RSUs granted to Mr. Humphrey remained eligible for vesting. In June 2023, in connection with his hire as Chief Financial Officer and Treasurer, the Committee approved 7,481 grants of time-based RSUs to Mr. Schemm. The Committee did not approve any grants of time-based RSUs to Ms. Torres. All RSUs vest over three years (one-third each year), and only vest if the employee remains with the Company at the time of vesting. In determining the amount of these awards, the Committee considered primarily the executive’s position and level of responsibility within our Company, the retention and long-term incentive value of the award, the amounts of past awards that had not yet vested, and the prior granting practices outlined above. Timing of RSU Awards Annual grants of equity awards are typically determined at the Committee meeting with an effective grant date shortly after we report earnings for the fiscal year. This timing allows for the grants to be effective after the release of earnings information for the prior fiscal year when the public is aware of the information and the information is reflected in the stock price used to value the awards. The Committee does not time equity grant dates to affect the value of compensation either positively or negatively. From time to time, special circumstances may cause the Committee to grant annual equity awards outside of the regular annual timeline. In such circumstances, the Committee continues to adhere to its practices of not timing equity grants to take advantage of material non-public information or affect the value of compensation either positively or negatively. Performance-Based RSU Awards In fiscal year 2023, the Committee approved PSUs to certain executives that represent shares potentially issuable in the future. Issuance is based upon the Company's performance, over a three-year performance period, based on achievement of ROIC and FCF goals. The PSUs vest only upon the achievement of the applicable performance goals for the performance period, and depending on the actual achievement on the performance goals, the grantee may earn between 0% and 200% of the target PSUs. The number of PSUs to be granted is calculated based on the stock price on the date of grant. In March 2023, the Committee approved grants of PSUs awards under our 2022 Omnibus Plan, at target, to Mr. Dennison (21,005 PSUs), Mr. Merchant (2,941 PSUs), Mr. Tutton (3,571 PSUs), and Mr. Fletcher (2,521 PSUs). In June 2023, in connection with his hire as CFO, the Committee approved a grant of 5,328 PSUs to Mr. Schemm. In fiscal year 2023, the Committee did not approve any grants of PSUs to Mr. Humphrey or Ms. Torres. 2021-2023 Performance-Based RSU Awards In early 2021, the performance goals, as established by the Committee, for three-year PSU cycle, 2021 to 2023, for ROIC and FCF, were equally weighted. Actual performance, as adjusted for the UAW strike impact, exceeded the target goals of 12.8% ROIC and $263 million FCF. The Committee exercised discretion pursuant to the 2022 Omnibus Plan in determining the PSU award amount and, for the completed three-year performance period (2021-2023), approved 200% of the target award based on actual performance, as adjusted. Retirement Plans and Policies. The Committee believes that retirement programs are important to the Company as they contribute to the Company’s ability to be competitive with its peers and reward our executive officers based on long-term performance of the Company and, therefore, are an important piece of the overall compensation package for the Named Executive Officers. For all eligible employees, including our Named Executive Officers, the Company provides a 401(k) plan. The 401(k) plan is a U.S. tax qualified retirement savings plan pursuant to which all eligible U.S. employees, including the Named Executive Officers, are able to make pre-tax contributions and after-tax contributions from their cash compensation. The Company makes matching contributions for all participants each year equal to 50% of their pre-tax contributions up to 6% of their total eligible Internal Revenue Code Section 415 compensation. The Company’s matching contributions to the 401(k) plan for fiscal year 2023 to the accounts of the Named Executive Officers are included in the “All Other Compensation” column in the Summary Compensation Table. In fiscal year 2023, the Committee approved the 2023 Policy Regarding Terms Applicable to Restricted Stock Unit and Performance Share Unit Award Agreements in the Event of Qualified Retirement (the “Retirement Policy”). The purpose of the Retirement Policy is to identify certain terms and conditions for continued vesting of certain equity awards, including unvested RSUs and PSUs, granted under the 2022 Omnibus Plan after a qualified retirement. The Retirement Policy defines the criteria that must be met to be deemed a “qualified retirement.” The Retirement Policy applies to our executives, including NEOs, on the same terms as all employees.

  44. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation On May 7, 2021, the Company entered into the Fox Factory Holding Corp. Deferred Compensation Plan (the “Plan”) with an effective date as of June 30, 2021. The Company intends the Plan to be an unfunded deferred compensation plan maintained for the exclusive benefit of the participants, who constitute a select group of management, employees and non-employee directors. The Plan is administered by a plan committee as appointed by the Committee. The Plan is intended to comply with Section 409A of the Code and will be unfunded for tax purposes and for purposes of Title I of ERISA. Mr. Tutton and Ms. Torres were the only Named Executive Officers who participated in this Plan during fiscal year 2023. The table below provides the Plan activity for each Named Executive Officer that participated in the Plan in fiscal year 2023:

  45. Non-Qualified Deferred Compensation

    | Name | Aggregate Balance at 12/31/2022 | Executive Contributions Made in Fiscal Year 2023 | Aggregate Earnings in Fiscal Year 2023 | Aggregate Withdrawals and Distributions Made in Fiscal Year 2023 | Aggregate Balance at December 29, 2023 | | Maggie E. Torres | $128,937 | $86,281 | $25,369 | $— | $240,587 | | Christopher J. Tutton | $585,087 | $— | $141,189 | $— | $726,276 |

  46. Summary Compensation Table - Fiscal Years 2023, 2022, and 2021

    Summary Compensation Table - Fiscal Years 2023, 2022, and 2021 The following table sets forth certain information with respect to the compensation earned by our Named Executive Officers for the fiscal years ended December 29, 2023, December 30, 2022 and December 31, 2021:

  47. Summary Compensation Table - Fiscal Years 2023, 2022, and 2021

    | Name and Principal Position | Year | Salary | Performance-Based Bonuses (2) | Other Bonus | Restricted Stock Unit Awards (3) | Performance Based Restricted Stock Unit Awards (4) | All other compensation (5) | Total | | Michael C. Dennison | 2023 | $974,038(1) | $— | $— | 2,500,015 | 2,500,015 | $59,635 | $6,033,703 | | Chief Executive Officer | 2022 | $925,000(1) | $2,242,500 | $— | 2,250,070 | 2,250,070 | $33,462 | $7,701,102 | | | 2021 | $830,000(1) | $2,035,000 | $— | 2,728,829 | 2,210,182 | $13,815 | $7,817,826 | | Dennis C. Schemm(7) | 2023 | $396,154 | $— | $— | 695,135 | 495,078 | $38,990 | $1,625,357 | | Chief Financial Officer and Treasurer | 2022 | $— | $— | $— | — | — | $— | $— | | | 2021 | $— | $— | $— | — | — | $— | $— | | Maggie E. Torres(8) | 2023 | $162,126 | $— | $100,000(11) | — | — | $24,489 | $286,615 | | Former Interim Chief Financial Officer and Former Interim Treasurer | 2022 | $— | $— | $— | — | — | $— | $— | | | 2021 | $— | $— | $— | — | — | $— | $— | | Scott R. Humphrey(10) | 2023 | $168,750 | $— | $— | 178,530(9) | — | $10,740 | $358,020 | | Former Chief Financial Officer and Former Treasurer | 2022 | $525,000(1) | $759,000 | $— | 500,042 | 500,042 | $31,711 | $2,315,795 | | | 2021 | $500,000(1) | $787,500 | $— | 584,719 | 477,657 | $12,632 | $2,362,508 | | Toby D. Merchant(6) | 2023 | $439,615(1) | $— | $— | 350,038 | 350,038 | $36,584 | $1,176,275 | | Chief Legal Officer, Chief Compliance Officer and Secretary | 2022 | $420,000(1) | $485,760 | $— | 300,074 | 300,074 | $123,211 | $1,629,119 | | | 2021 | $331,003(1) | $348,450 | $— | 227,748 | 177,770 | $9,541 | $1,094,512 | | Christopher J. Tutton | 2023 | $469,616(1) | $— | $— | 425,020 | 425,020 | $19,680 | $1,339,336 | | President, Specialty Sports Group | 2022 | $450,000(1) | $518,880 | $— | 390,023 | 390,023 | $15,199 | $1,764,125 | | | 2021 | $410,000(1) | $540,000 | $— | 493,857 | 340,222 | $10,330 | $1,794,409 | | Thomas L. Fletcher | 2023 | $429,616(1) | $— | $— | 300,049 | 300,049 | $46,477 | $1,076,191 | | President, Aftermarket Applications Group | 2022 | $410,000(1) | $474,720 | $— | 250,021 | 250,021 | $33,090 | $1,417,852 | | | 2021 | $346,270(1) | $422,813 | $— | 177,616 | 177,770 | $15,729 | $1,140,198 |

  48. Summary Compensation Table - Fiscal Years 2023, 2022, and 2021

    (1)Reflects merit-based increases for fiscal years 2023, 2022 and 2021 approved by the Committee. (2)Amounts in this column represent performance-based bonuses earned for fiscal years 2023, 2022 and 2021 by the respective Named Executive Officer. Performance-based bonuses were awarded to our Named Executive Officers based on the achievement of specified Company performance metrics. See the narrative disclosures and the “Grants of Plan-Based Awards Table” below for additional information. (3)Amounts in this column represent the aggregate grant date fair value of RSUs granted computed in accordance with FASB ASC Topic 718 pursuant to the 2013 Omnibus Plan for fiscal years 2022 and 2021 and pursuant to the 2022 Omnibus Plan for fiscal year 2023. (4)Amounts in this column represent the aggregate grant date fair value of PSUs granted computed in accordance with FASB ASC Topic 718 pursuant to the 2013 Omnibus Plan for fiscal years 2022 and 2021 and pursuant to the 2022 Omnibus Plan for fiscal year 2023. Amounts are based on attainment at the target level. (5)The information for the dollar amounts found in the All Other Compensation column above can be found in the following table:

  49. Summary Compensation Table - Fiscal Years 2023, 2022, and 2021

    | Name and Principal Position | Perquisites and Other Personal Benefits (i) | Company Contributions to Retirement and 401(k) Plans (ii) | Total Other Compensation | | Michael C. Dennison | $49,735 | $9,900 | $59,635 | | Dennis C. Schemm | $34,277 | $4,713 | $38,990 | | Maggie E. Torres | $20,665 | $3,824 | $24,489 | | Scott R. Humphrey | $6,835 | $3,905 | $10,740 | | Toby D. Merchant | $26,936 | $9,648 | $36,584 | | Christopher J. Tutton | $13,850 | $5,830 | $19,680 | | Thomas L. Fletcher | $36,577 | $9,900 | $46,477 |

  50. Summary Compensation Table - Fiscal Years 2023, 2022, and 2021

    (i)Perquisites and personal benefits, the incremental costs of which are included in the amounts shown, consist of the following: personal use of Company cell phones, medical, dental, vision, group life and disability insurance plan premiums, temporary housing/living expenses, executive car program, personal use of Company aircraft, and relocation expenses. (ii)Amounts shown reflect Company matching contributions made to the NEO’s employee 401(k) accounts. (6)Mr. Merchant became our Chief Legal Officer, Chief Compliance Officer and Secretary in April 2021. Consequently, compensation information for fiscal year 2021 is for a partial year. (7)Mr. Schemm was named Chief Financial Officer and Treasurer in June 2023. Therefore, compensation information was not reported for prior years and compensation information for fiscal year 2023 is for a partial year. (8)As Ms. Torres served as Interim Chief Financial Officer and Interim Treasurer from April to June 2023, her compensation information was not reported for prior years. The salary for fiscal year 2023 reflects Ms. Torres’s roles as Vice President and Corporate Controller from January to April 2023, Interim CFO and Interim Treasurer from April to June 2023, and Director, Accounting Projects from June to December 2023. (9)Mr. Humphrey was granted 4,412 RSUs on March 1, 2023 with total fair value on grant date of $525,116, of which 1,500 RSUs or $178,530 fair value on grant date remained eligible for vesting after his separation from the Company in April 2023. (10)Mr. Humphrey departed his position as Chief Financial Officer and Treasurer in April 2023. Thus, his compensation for fiscal year 2023 is for a partial year. (11)Represents special bonus paid to Ms. Torres in connection with her transition to the role of Interim CFO and Interim Treasurer. See “Compensation Discussion and Analysis - Elements of Our Compensation Program,” and “Change of Control, Separation or Severance Benefits- Employment Agreements” for additional information with respect to the numbers included in the foregoing Summary Compensation Table.

  51. Grants of Plan-Based Awards Table - Fiscal Year 2023

    Grants of Plan-Based Awards Table - Fiscal Year 2023 The following table presents information concerning plan-based awards made in fiscal year 2023 to each of our Named Executive Officers:

  52. Grants of Plan-Based Awards Table - Fiscal Year 2023

    | Name | Grant Date | Estimated Future Payouts Under Performance-Based Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) Target (# Of Shares) | Threshold (3) | Grant Date Fair Value Of Stock And Option Awards (4) | Maximum (5) | | Michael C. Dennison | | | | | | | | RSUs | 3/1/2023 | $— | 21,005 | $— | $2,500,015 | $— | | PSUs | 3/1/2023 | $— | 21,005 | $1,250,008 | $2,500,015 | $5,000,030 | | Cash Bonus | | $— | — | $— | $— | $— | | Dennis C. Schemm | | | | | | | | RSUs | 3/1/2023 | $— | 7,481 | $— | $695,135 | $— | | PSUs | 3/1/2023 | $— | 5,328 | $247,539 | $495,078 | $990,156 | | Cash Bonus | | $— | — | $— | $— | $— | | Maggie E. Torres | | | | | | | | RSUs | N/A | $— | — | $— | $— | $— | | PSUs | N/A | $— | — | $— | $— | $— | | Cash Bonus | | $— | — | $— | $— | $— | | Scott R. Humphrey | | | | | | | | RSUs | 3/1/2023 | $— | 4,412(6) | $— | $525,116 | $— | | PSUs | 3/1/2023 | $— | — | $— | $— | $— | | Cash Bonus | | $— | — | $— | $— | $— | | Toby D. Merchant | | | | | | | | RSUs | 3/1/2023 | $— | 2,941 | $— | $350,038 | $— | | PSUs | 3/1/2023 | $— | 2,941 | $175,019 | $350,038 | $700,076 | | Cash Bonus | | $— | — | $— | $— | $— | | Christopher J. Tutton | | | | | | | | RSUs | 3/1/2023 | $— | 3,571 | $— | $425,020 | $— | | PSUs | 3/1/2023 | $— | 3,571 | $212,510 | $425,020 | $850,040 | | Cash Bonus | | $— | — | $— | $— | $— | | Thomas L. Fletcher | | | | | | | | RSUs | 3/1/2023 | $— | 2,521 | $— | $300,049 | $— | | PSUs | 3/1/2023 | $— | 2,521 | $150,025 | $300,049 | $600,098 | | Cash Bonus | | $— | — | $— | $— | $— |

  53. Grants of Plan-Based Awards Table - Fiscal Year 2023

    (1)Refer to the “Elements of Our Compensation Program - Annual Performance-Based Bonuses” section within the “Compensation Discussion and Analysis” section of this Proxy statement for a description of the potential Cash Bonuses our Named Executive Officers were eligible to receive in fiscal year 2023. (2)Refer to the “Elements of Our Compensation Program - Equity-Based Awards” section within the “Compensation Discussion and Analysis” section of this Proxy Statement, for a description of the RSUs awarded to our Named Executive Officers in fiscal year 2023. The RSU awards do not have “threshold” or “maximum” amounts. (3)This threshold value is an estimate based on the grant date fair value multiplied against the minimum threshold of 50% of target, as approved by the Committee. (4)Reflects the grant date fair value of the RSUs and PSUs computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures. The grant date fair value per unit for RSUs and PSUs is equal to the closing price of the Company’s common stock on the date of grant. The grant date fair value for PSUs was calculated based on the probable outcome of applicable performance conditions, which assume that the target level of performance is achieved. (5)This threshold value is an estimate based on the grant date fair value multiplied against the maximum threshold of 200% of target, as approved by the Committee. (6)Mr. Humphrey was granted 4,412 RSUs on March 1, 2024, of which 1,500 RSUs remained eligible for vesting after his separation from the Company in April 2023.

  54. Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2023

    Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2023 The following table presents certain information concerning outstanding equity awards held by each of our Named Executive Officers as of December 29, 2023:

  55. Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2023

    | | Stock awards | | | | | Name | Number Of Rsus That Have Not Vested (#) | Market Value Rsus That Have Not Vested ($) (1) | Number Of Psus That Have Not Vested (#) (2) | Market Value Psus That Have Not Vested ($) (1) (2) | | Michael C. Dennison | 51,406 | $3,468,877 | 39,616 | $2,673,288 | | Dennis C. Schemm | 7,481 | $504,818 | 5,328 | $359,533 | | Maggie E. Torres | 1,748 | $117,955 | — | $— | | Scott R. Humphrey | 4,002 | $270,055 | — | $— | | Toby D. Merchant | 4,978 | $335,915 | 5,423 | $365,944 | | Christopher J. Tutton | 9,391 | $633,705 | 6,797 | $458,662 | | Thomas L. Fletcher | 4,742 | $319,990 | 4,589 | $309,666 |

  56. Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2023

    (1)Based on a fair market value of our common stock on December 29, 2023, the last trading day of fiscal year 2023, of $67.48 per share. (2)For PSUs, amounts are shown at target attainment.

  57. Stock Vested Table - Fiscal Year 2023

    Stock Vested Table - Fiscal Year 2023 The following table presents certain information concerning the vesting of stock, including RSUs, during fiscal year 2023 for each of our Named Executive Officers on an aggregated basis:

  58. Stock Vested Table - Fiscal Year 2023

    | Name | Stock Awards | | | | Number Of Shares Acquired On Vesting (#) (1) | Value Realized On Vesting ($) | | Michael C. Dennison | 28,025(2) | $3,128,242 | | Dennis C. Schemm | — | $— | | Maggie E. Torres | 1,651(3) | $184,778 | | Scott R. Humphrey | 4,143(4) | $469,245 | | Toby D. Merchant | 1,208(5) | $137,799 | | Christopher J. Tutton | 6,313(6) | $700,955 | | Thomas L. Fletcher | 1,529(7) | $173,180 |

  59. Stock Vested Table - Fiscal Year 2023

    (1)Does not give effect to the shares withheld to satisfy tax obligations (2)Reflects the vesting of RSUs on February 24, 2023, February 27, 2023, May 2, 2023, and July 1, 2023. (3)Reflects the vesting of RSUs on February 27, 2023, May 2, 2023, and July 1, 2023. (4)Reflects the vesting of RSUs on February 24, 2023, February 27, 2023, and July 31, 2023. (5)Reflects the vesting of RSUs on February 27, 2023 and May 2, 2022. (6)Reflects the vesting of RSUs on February 24, 2023, February 27, 2023, May 2, 2023, and July 1, 2023. (7)Reflects the vesting of RSUs on February 27, 2023, May 2, 2023, and July 31, 2023.

  60. Estimated Potential Payments upon Change of Control or Certain Termination Events

    Estimated Potential Payments upon Change of Control or Certain Termination Events The table below provides an estimate of the payments and benefits that would be paid to our Named Executive Officers in connection with any termination of employment or upon a Change of Control of the Company. The payments are quantified assuming the termination of employment or Change of Control occurred on December 29, 2023.

  61. Estimated Potential Payments upon Change of Control or Certain Termination Events

    | Name and Form of Payment | Mutual Agreement, For Cause, Voluntarily | Death or Disability | Without Cause or for Good Reason (not in connection with a Change of Control) | Awards Not Continued or Assumed or Termination Within 24 Months Without Cause or for Good Reason (Change of Control) | No Termination, Awards Continued or Assumed (Change of Control) | | Michael C. Dennison | | | | | | | Cash Compensation (1) | $37,500 | $37,500 | $1,012,500 | $1,012,500 | $— | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 3,468,877 | — | | PSUs (3) | — | — | — | 2,673,288 | — | | Benefits and Perquisites | — | — | 20,251 | 20,251 | — | | Total | $37,500 | $37,500 | $1,032,751 | $7,174,916 | $— | | Dennis C. Schemm | | | | | | | Cash Compensation (1) | $21,154 | $21,154 | $571,154 | $571,154 | $— | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 504,818 | — | | PSUs (3) | — | — | — | 359,533 | — | | Benefits and Perquisites | — | — | 10,630 | 10,630 | — | | Total | $21,154 | $21,154 | $581,784 | $1,446,135 | $— | | Maggie E. Torres | | | | | | | Cash Compensation (1) | $14,423 | $14,423 | $389,423 | $389,423 | $— | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 117,955 | — | | PSUs (3) | — | — | — | — | — | | Benefits and Perquisites | — | — | 18,464 | 18,464 | — | | Total | $14,423 | $14,423 | $407,887 | $525,842 | $— | | Scott R. Humphrey | | | | | | | Cash Compensation (1) | $21,154 | $21,154 | $571,154 | $571,154 | $— | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 270,055 | — | | PSUs (3) | — | — | — | — | — | | Benefits and Perquisites | — | — | 19,146 | 19,146 | — | | Total | $21,154 | $21,154 | $590,300 | $860,355 | $— | | Toby D. Merchant | | | | | | | Cash Compensation (1) | 16,923 | 16,923 | 456,923 | 456,923 | — | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 335,915 | — | | PSUs (3) | — | — | — | 365,944 | — | | Benefits and Perquisites | — | — | 9,003 | 9,003 | — | | Total | 16,923 | 16,923 | 465,926 | 1,167,785 | — |

  62. Estimated Potential Payments upon Change of Control or Certain Termination Events

    | Christopher J. Tutton | | | | | | | Cash Compensation (1) | $18,077 | $18,077 | $488,077 | $488,077 | $— | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 633,705 | — | | PSUs (3) | — | — | — | 458,662 | — | | Benefits and Perquisites | — | — | 7,835 | 7,835 | — | | Total | $18,077 | $18,077 | $495,912 | $1,588,279 | $— | | Thomas L. Fletcher | | | | | | | Cash Compensation (1) | $16,538 | $16,538 | $446,538 | $446,538 | $— | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 319,990 | — | | PSUs (3) | — | — | — | 309,666 | — | | Benefits and Perquisites | — | — | 19,801 | 19,801 | — | | Total | $16,538 | $16,538 | $466,339 | $1,095,995 | $— |

  63. Estimated Potential Payments upon Change of Control or Certain Termination Events

    (1)Cash compensation related to termination by Mutual Agreement, For Cause, or Voluntarily and Death or Disability are payable in a lump sum. Cash compensation shown under Without Cause or for Good Reason are payable in 12, 18, or 24 monthly installments. (2)Cash Bonuses would have been payable in a lump sum and RSUs would have vested immediately. (3)Amounts shown for RSUs and PSUs represent the fair value of unvested awards as of December 29, 2023, assuming termination during the 24 month period following a Change of Control whereby all restrictions with respect to outstanding awards shall lapse and the awards shall become vested and non-forfeitable.

  64. CEO Pay Ratio

    CEO Pay Ratio The SEC requires companies to disclose the ratio of the annual total compensation of their CEO to the median of the annual total compensation of their other employees. Methodology and Pay Ratio For fiscal year 2023, the median annual total compensation of all employees of FOX (other than our Chief Executive Officer) was $49,551. The annual total compensation of our Chief Executive Officer was $6,033,703, reflecting Mr. Dennison who served as Chief Executive Officer on the date upon which we selected to identify the median employee. Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median annual total compensation of all employees for fiscal year 2023 was approximately 122 to 1. The Company identified the “median employee” by using the following methodology and material assumptions, adjustments, and estimates (consistent with all applicable SEC rules): •The Company selected December 29, 2023, the last day of FOX’s prior fiscal year, as the date upon which we would identify the “median employee.” •As of this date, our employee population consisted of approximately 3,556 individuals, excluding employees on leaves of absence who are not expected to return to work. •For purposes of determining our median employee, the Company excluded European and Australian employees that, in total, resulted in the exclusion of less than 5% of FOX's total number of employees as permitted under SEC rules. The Company also excluded 346 employees from Marucci Sports, LLC that was acquired in November 2023. •The Company used fiscal year-to-date “gross cash earnings” paid through December 29, 2023 as our consistently applied compensation measure. In this context, gross cash earnings include any salary (including overtime), bonus, and/or commissions. Salaries were annualized for all permanent employees who were hired after the fiscal year began; all foreign currencies were converted to U.S. dollars. •Once the Company identified the median employee, the Company calculated the elements of the median employee’s fiscal year 2023 total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

  65. Pay vs. performance

    Pay vs. performance This section should be read in conjunction with the CD&A, which includes additional discussion of the objectives of FOX’s executive compensation and benefit program and how they are aligned with the Company’s financial and operational performance.

  66. Pay versus performance

    Pay versus performance Included in the table below is the annual compensation paid to our executives and our financial performance for each of the three previous fiscal years.

  67. Pay versus performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for Chief Executive Officer (1) | Compensation Actually Paid to Chief Executive Officer | Average Summary Compensation Table Total for Other Named Executive Officers (2) | Average Compensation Actually Paid to Other Named Executive Officers | Total Stockholder Return (3) | Peer Group Total Stockholder Return | Net Income | Adjusted EBITDA (4) | | 2023 | $6,033,703 | $2,384,938 | $976,966 | $593,856 | $96.70 | $215.12 | $120,836,623 | $261,048,074 | | 2022 | $7,701,102 | $(784,351) | $1,781,723 | $355,598 | $130.74 | $140.79 | $205,277,739 | $321,831,275 | | 2021 | $7,817,826 | $15,024,562 | $1,597,907 | $3,525,371 | $243.77 | $155.21 | $163,817,937 | $263,949,984 | | 2020 | $3,848,244 | $7,969,104 | $1,101,925 | $3,372,336 | $151.49 | $127.92 | $90,673,757 | $176,341,637 |

  68. Pay versus performance

    (1)This is the total compensation, as depicted in the Summary Compensation Table above, for our CEO Mr. Dennison. (2)Represents the average total compensation, as depicted in the Summary Compensation Table above. (3)Our total stockholder return assumes the investment of $100 in our common stock on the last trading day before the earliest fiscal year in the above table through and including the end of the fiscal year for which total stockholder return is depicted. (4)Adjusted EBITDA is equal to FOX’s net income adjusted for interest expense, net other expense, income taxes, amortization of purchased intangibles, depreciation, stock-based compensation, patent litigation-related expenses, acquisition and integration-related expenses, organizational restructuring related costs, strategic transformation costs, and costs related to tax restructuring initiatives To calculate compensation actually paid (“CAP”) to the Chief Executive Officer and the average CAP to the other Named Executive Officers, the following amounts were deducted from and added to total compensation, as depicted in the Summary Compensation Table:

  69. Pay versus performance

    | Year | Summary Compensation Total | Amounts Reported in the Summary Compensation Table for Stock Awards (1) | Value of Stock Awards Granted During the Year, Outstanding and Unvested at Year-End (2) | Change in Value of Stock Awards Granted in Any Prior Year, Outstanding and Unvested at Year-End (3) | Change in Value of Stock Awards Granted in Any Prior Year, Vested During the Year (4) | Compensation Actually Paid | | Principal Executive Officer | | | | | | | | 2023 | $6,033,703 | $(5,000,030) | $2,126,126 | $(1,346,382) | $571,521 | $2,384,938 | | 2022 | $7,701,102 | $(4,500,140) | $3,414,949 | $(5,269,787) | $(2,130,475) | $(784,351) | | 2021 | $7,817,826 | $(4,939,011) | $7,888,881 | $3,227,549 | $1,029,317 | $15,024,562 | | 2020 | $3,848,244 | $(2,119,059) | $5,410,766 | $705,737 | $123,416 | $7,969,104 | | Average for Other NEOs (5) | | | | | | | | 2023 | $976,966 | $(586,493) | $283,354 | $(131,928) | $51,957 | $593,856 | | 2022 | $1,781,723 | $(720,080) | $546,436 | $(811,488) | $(440,993) | $355,598 | | 2021 | $1,597,907 | $(664,340) | $1,212,721 | $571,654 | $807,429 | $3,525,371 | | 2020 | $1,101,925 | $(550,558) | $971,581 | $1,080,792 | $768,596 | $3,372,336 |

  70. Pay versus performance

    (1)Represents the grant date fair value of equity awards granted in each applicable year, as reported in our Summary Compensation Table. (2)Represent the year-over-year change in the fair value of equity awards to our CEO and average for our other NEOs. No awards vested in the year they were granted. (3)Represents the change in fair value of equity awards that were granted in any prior fiscal year and were unvested as of the end of each applicable year. (4)Represents the change in fair value of equity awards that were granted in any prior fiscal year and vested during each applicable year. (5)Our fiscal year 2020 reflects the transition of our Former CEO, Larry Enterline, to an Executive Chair of the Board role, and the promotion of Michael Dennison from President, Powered Vehicles Group to CEO. Our fiscal year 2023 reflects the changes in our CFO position. The fair value of stock awards includes the value of both RSUs and PSUs. The measurement date fair value of RSUs was determined based on the market price of the Company's common stock on the measurement date. The PSUs include two separate performance-based components: (1) a FCF metric, and (2) a ROIC metric. The measurement date fair value of the performance-based component of the PSUs was determined based upon the measurement date stock price.

  71. Compensation actually paid versus Company performance

    Compensation actually paid versus Company performance The graph below depicts the relationship between each of financial performance measures in the pay versus performance table above and compensation actually paid (“CAP”) to our CEO and, on average, to our other NEOs, for the fiscal years 2023, 2022, 2021, and 2020.

  72. Stockholder Director Nominees

    Stockholder Director Nominees See “Nominations of Directors and Diversity - Consideration of Director Nominees.” To be timely stockholders must submit written director candidate nominations for the 2025 Annual Meeting of Stockholders no earlier than January 3, 2025, and no later than February 2, 2025. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 4, 2025, unless the date of the 2025 Annual Meeting of Stockholders has been changed by more than 30 days from the previous year's Annual Meeting of Stockholders. If the 2025 Annual Meeting of Stockholders is set for a date that is not within 30 day calendar days of the anniversary of the date of the 2024 Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the day on which public announcement of the date of the annual meeting is first made by the.