DEF 14A of Fox Factory Holding Corp, Mar 26, 2025

DEF 14A of Fox Factory Holding Corp

Filed Mar 26, 2025 · FY20240001424929-25-000029

Open on EDGAR

  1. Director Nominees

    Director Nominees The table below provides summary information about our two director nominees. Our directors are elected by a plurality of votes cast. For more information, refer to section Election of Class III 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) | | Independent Directors | | | | | | Thomas E. Duncan | 60 | July 2017 | President and Chief Executive Officer ("CEO") of Snaga LLC | Chair of Nominating and Corporate Governance | | Jean H. Hlay | 65 | February 2019 | Former President and COO of MTD Products, Inc. | Chair of Audit and Member of Compensation |

  3. ELECTION OF CLASS III DIRECTORS

    ELECTION OF CLASS III 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. Mr. Duncan and Ms. Hlay are Class III directors who are up for election at this year’s Annual Meeting of Stockholders. 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. Messrs. Dennison, Johnson, and Waitman are Class II directors and will serve until the 2027 Annual Meeting of Stockholders, or earlier in the case of such Class II director’s earlier death, resignation or removal. The Class III directors are proposed to be elected at the Annual Meeting to serve for a term to expire at the 2028 Annual Meeting of Stockholders or earlier in the case of such Class III director’s earlier death, resignation or removal. The Board nominated Mr. Duncan and Ms. Hlay for election as Class III 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

    | | Thomas E. Duncan Director Age: 60 Independent Director Since: July 2017 Committees: Chair of Nominating and Corporate Governance |

  6. Directors 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 Snaga LLC. Prior to his current role, Mr. Duncan was a CEO of SDI LLC and prior to that, he 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 and 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.

  7. Directors Up for Re-Election

    | | Jean H. Hlay Director Age: 65 Independent Director Since: February 2019 Committees: Chair of Audit and Member of Compensation Audit Committee Financial Expert (as defined under SEC rules) |

  8. Directors 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 was 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 CFO 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). She has been serving on the Pella Corp. Board of Directors since 2012, and from 2006 to 2018 she served on the Outdoor Power Equipment Institute Board of Directors. Ms. Hlay also serves as a director for Blain’s Supply, Buckeye Corrugated Inc., and BCD Parent, Inc., which is a parent company of American Trailer World (ATW). 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.

  9. Directors Not Up for Re-Election

    Directors Not Up for Re-Election

  10. Directors Not Up for Re-Election

    | | Michael C. Dennison Director and CEO Age: 57 Non-Independent Director Since: February 2018 |

  11. Directors Not Up for Re-Election

    Michael C. Dennison has served as CEO since June 2019, having previously joined FOX in August 2018 as President, Powered Vehicles Group of Fox Factory, Inc. (“PVG”). Mr. Dennison has served as a director on our Board since February 2018. In addition to his current responsibilities, Mr. Dennison has extended his leadership to Solo Brands as a board member since 2023 and presides over the K&N Filters Board as Chairman since 2024. His tenure at FOX was preceded by a significant stint as President and Chief Marketing Officer for Flex Ltd. (NASDAQ:FLEX). While at Flex Ltd., Mr. Dennison served in a number of leadership roles, spearheading the procurement and global supply chain divisions, as well as serving as Senior Vice President of Business Management for both the High-Velocity Solutions group and the Mobile and Consumer Segment. Before his impactful association with Flex Ltd., he served as Regional Director at Arrow Electronics in New York. Mr. Dennison earned a Bachelor of Arts degree in Liberal Arts from Oregon State University in 1989. 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.

  12. Directors Not Up for Re-Election

    | | Dudley W. Mendenhall Chair of the Board Age: 70 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. He was Vice President, Strategy, Planning and Operations in the office of Strategy and Technology at Hewlett-Packard Co. from January 2010 to July 2012; CFO of Solera Holdings Inc., a provider of software and services to the automobile insurance claims processing industry, from March 2009 to August 2010; and CFO of Websense Inc. from September 2007 to March 2009. From April 2003 to September 2007, Mr. Mendenhall was Senior Vice President of Finance and CFO 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 CFO 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

    | | Elizabeth A. Fetter Director Age: 66 Independent Director Since: June 2017 Committees: Chair of Compensation and Member of Nominating and Corporate Governance |

  15. 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 served on the McGrath Rentcorp Board of Directors from 2014 through 2024. She previously served on the Board of Talend SA from January 2020 through August 2021, when the company went private with Thoma Bravo. She served on the Alliant International University Inc. Board of Directors from 2015 to 2017 and on the Connexed Technologies Inc. Board of Directors from 2004 through 2021. Ms. Fetter served as a member of the Symmetricom Inc. Board of Directors from 2000 to 2013 and was appointed President and CEO of Symmetricom Inc. in April 2013. She served in this capacity until Microsemi Corp. acquired Symmetricom Inc. in November 2013. Ms. Fetter previously was President and CEO of NxGen Modular LLC from 2011 to 2012, and was President, CEO, and a Director of Jacent Technologies in 2007. She also served on the Quantum Corp. Board of Directors from 2005 to 2013 and on the Ikanos Corp. Board of Directors from 2008 to 2009. She previously was the Alliant International University Inc. Chair of the Board of Trustees and served as a trustee from 2004 to 2013. Ms. Fetter earned a Bachelor of Arts degree in communications 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. Ms. Fetter has more than 25 years of public and private company board experience and held CEO 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.

  16. Directors Not Up for Re-Election

    | | Sidney Johnson Director Age: 63 Independent Director Since: January 2021 Committees: Member of Nominating and Corporate Governance and Compensation |

  17. Directors Not 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 25 years of operational excellence and global supply chain experience in the technology, global mobility, and automotive manufacturing industries. He most recently served as Head of Procurement and Automotive Sourcing at Harman International Industries, Inc. He began his career at General Motors in 1988, holding a variety of positions in operations, lean manufacturing, purchasing, and quality assurance before joining Delphi in 2000 as Purchasing Director. He spent over 25 years with Aptiv (formerly Delphi) 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. Previously, he has served as Vice Chair of the National Minority Supplier Development Council Board of Directors and Advisory board member of the International Trade Centre, a joint agency between the World Trade Organization and the United Nations. 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.

  18. Directors Not Up for Re-Election

    | | Ted D. Waitman Director Age: 75 Independent Director Since: June 2013 Committees: Member of Audit and Nominating and Corporate Governance |

  19. Directors Not 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 has held various leadership positions, including President and CEO of CPM Holdings Inc. since 1996 and Director at the same organization from 2003 to 2020 and served in an advisory capacity until the end of 2022. Mr. Waitman was an independent director of Compass Diversified Holdings, our Sponsor’s parent, from 2006 to 2008. 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.

  20. Director Skills and Expertise Matrix

    Director Skills and Expertise Matrix The matrix below highlights the key skills and qualifications of each Director. The Nominating and Corporate Governance Committee periodically reviews the overall composition of the Board to ensure a balanced mix of knowledge and experience. This matrix serves as a high-level summary rather than an exhaustive list, showcasing the primary areas of expertise for each Director. It is important to note that the absence of a mark does not imply a lack of experience, qualification, or skill. Directors have acquired these experiences, qualifications, and skills through education, direct experience, and oversight responsibilities.

  21. Director Skills and Expertise Matrix

    | | | | | | | | | | | | | M.DENNISON | D.MENDENHALL | T.DUNCAN | E.FETTER | J.HLAY | T.WAITMAN | S.JOHNSON | | | FINANCIAL EXPERTISE: is critical for leveraging our success metrics and ensuring precise reporting and strong internal auditing | | | | | | | | | | BRAND AND MARKETING: key to effectively stewarding and elevating our world-class brands | | | | | | | | | | OTHER PUBLIC COMPANY BOARD: showcases a solid grasp of governance, strategy, risk management, and growth oversight | | | | | | | | | | INFORMATION TECHNOLOGY/CYBERSECURITY: is essential for grasping our capabilities and the risks tied to cybersecurity | | | | | | | | | | RISK MANAGEMENT EXPERTISE: is crucial for identifying and navigating the complexities of our increasingly global business environment | | | | | | | | | | HUMAN CAPITAL MANAGEMENT: is key to understanding workforce development and crafting compensation programs that attract and retain top talent. | | | | | | | | | | INTERNATIONAL EXPERIENCE: is vital for our global operations and the worldwide reach of our breadth of products | | | | | | | | | | LEADERSHIP EXPERIENCE: is essential; we seek directors who can confidently advise our executive team on diverse challenges | | | | | | | | | | CORPORATE RESPONSIBILITY/ SUSTAINABILITY: enhances our understanding of key issues that directly impact our business strategy | | | | | | | | | | MANUFACTURING INDUSTRY EXPERIENCE: including supply chain and procurement expertise, is crucial for navigating our global footprint and robust operations | | | | | | | | | | AGE3 | 57 | 70 | 60 | 66 | 65 | 75 | 63 | | | GENDER | Male | Male | Male | Female | Female | Male | Male |

  22. Director Skills and Expertise Matrix

    1 Average tenure as of March 26, 2025. 2 Director diversity is calculated based on gender and ethnicity. 3 Age as of March 26, 2025.

  23. Required Vote for Election of Directors

    Required Vote for Election of Directors The election of directors in contested elections and uncontested elections of non-incumbent 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. Pursuant to the Corporate Governance Guidelines, in uncontested elections of incumbent directors, nominees receiving a majority of the votes cast in person or by proxy at the Annual Meeting will be elected as a director. If a nominee fails to receive more votes “for” than “against,” the nominee must tender his or her resignation to the Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider the resignation and make a recommendation to the Board as to whether to accept or reject the tendered resignation and whether other action should be taken. The Board will then consider each tendered resignation and act on each, and within 90 days following certification of the election results, the Company will publicly announce the decision of the Board whether to accept or reject the tendered resignation. The Board recommends that you vote “FOR” each of the nominees, Mr. Duncan and Ms. Hlay, to be elected to our Board as Class III directors for terms ending at our 2028 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 2024

    Non-employee Director Compensation for Fiscal Year 2024 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 2024, our Non-employee Director Compensation Policy, as amended and restated, provided for an annual cash retainer of $80,000, payable in quarterly increments, for service as a non-employee director of the Company. 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. 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. 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. 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 2024, the non-employee directors were entitled to receive an annual award of RSUs determined by dividing $160,000, 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 2024, other than the Chair of the Board, Mr. Mendenhall, who received 4,022 RSUs on May 3, 2024, each other non-employee director received an award of 3,677 RSUs on May 3, 2024. These awards will vest on the day immediately prior to the 2025 Annual Meeting, subject to accelerated vesting in the event of a director’s death or a change in control of the Company. The following table sets forth information for fiscal year 2024 regarding the compensation awarded to, earned by or paid to persons who served as our non-employee directors during fiscal year 2024.

  26. Non-employee Director Compensation for Fiscal Year 2024

    | Director Compensation - Fiscal Year 2024 | | | | | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | Dudley W. Mendenhall | $188,750 | $175,000 | $363,750 | | Thomas E. Duncan | $96,250 | $160,000 | $256,250 | | Elizabeth A. Fetter | $106,250 | $160,000 | $266,250 | | Jean H. Hlay | $113,750 | $160,000 | $273,750 | | Sidney Johnson | $98,750 | $160,000 | $258,750 | | Ted D. Waitman | $98,750 | $160,000 | $258,750 |

  27. Non-employee Director Compensation for Fiscal Year 2024

    (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 2024 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 our Amended and Restated Bylaws (the “Bylaws”), and as 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 the Bylaws 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 CLO 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 2024 are as follows:

  30. Certain Information Regarding our Directors and Executive Officers

    | Name | Age | Class | Position | | Michael C. Dennison | 57 | II | Director and CEO | | Dennis C. Schemm | 59 | — | CFO and President, AAG | | Brendan R. Enick | 41 | — | CAO and Treasurer | | Toby D. Merchant | 46 | — | CLO, Chief Compliance Officer and Secretary | | Christopher J. Tutton | 51 | — | President, Specialty Sports Group of Fox Factory, Inc. (“SSG”) | | Paul W. Stecher | 58 | — | Chief Information Officer and President, PVG | | Dudley W. Mendenhall | 70 | I | Chair of the Board | | Thomas E. Duncan | 60 | III | Director | | Elizabeth A. Fetter | 66 | I | Director | | Jean H. Hlay | 65 | III | Director | | Sidney Johnson | 63 | II | Director | | Ted D. Waitman | 75 | II | Director |

  31. Executive Summary

    Executive Summary The Compensation Committee (“Committee”) oversees the NEO pay program and works with management to design and administer compensation plans that motivate and reward the Company’s officers to execute the Company’s strategy to create stockholder value without taking excessive risks. The Committee believes its executive compensation philosophy, policies, plans, and programs reflect strong alignment with stockholders as demonstrated by the following: •Incentive financial metrics of 2024 adjusted EBITDA and adjusted EBITDA margin and 2022-2024 ROIC and Free Cash Flow directly align to our strategy and areas of financial focus to drive stockholder value. •Incentive payouts reflected our results ending in 2024 that were below challenging goals set at the start of the period. As such, no payouts were earned for the 2024 annual cash incentive, 2022-2024 performance share units (“PSUs”), and the first one-third of the 2024-2026 PSU awards. •Decline in the value of the officers’ Company stock held and potential realizable value of outstanding long-term incentive awards are commensurate with the decline in stock price experienced during 2024 by stockholders. •Strong stockholder support for our annual Say on Pay advisory vote, including approximately 90% last year and 5-year average support of 94%. Company Overview The Company is a global leader in the design, manufacturing, and marketing of premium products that deliver championship-level performance for customers worldwide. Our portfolio of brands, including FOX, Marucci, Method Race Wheels, and more, are fueled by unparalleled innovation that continuously earns the trust of professional athletes and passionate enthusiasts all around the world. The Company is a direct supplier of shocks, suspension, and components to leading powered vehicle and bicycle OEMs. Our strategy includes acquiring complementary businesses to integrate engineering and manufacturing expertise to reach beyond the core shock and suspension business, diversifying product offerings and increasing market potential. The Company also provides products in the aftermarket through a global network of retailers and distributors and direct-to-consumer channels. 2024 Business and Performance Highlights The 2024 performance year for our incentive measures was impacted by fluid macroeconomic forces that influenced our OEM customers and the end markets that we address. We responded to the declining market conditions by implementing both immediate and longer-term actions to strengthen our business, including aggressive cost management and strategic operational improvements. Some highlights of the Company’s 2024 results, including on the incentive financial measures and other key metrics as well as business and operating achievements, are below. •Net Sales of $1,393.9 million for 2024 which was a 4.8% decrease versus the prior year of $1,464.2 million. •Adjusted EBITDA of $167.0 million for 2024, which was a 36.0% decrease from the prior year of $261.0 million. •Adjusted EBITDA margin decreased to 12.0% for 2024, compared to 17.8% in the prior year. •Net Income of $6.5 million and Earnings per Diluted Share of $0.16. which were decreases of 94.6% and 94.7%, respectively, from the prior year of $120.8 million and $2.85, respectively. •Total stockholder return (“TSR”) declined 55.3% and compound annual growth rate for 2022-2024 TSR declined 43.8%. •Dennis C. Schemm, our CFO, also became President, AAG, as Thomas Fletcher left the Company. •Under new leadership, the AAG business initiated strategic actions starting in the third quarter of 2024 aimed at improving inventory position. •During the second half of 2024, we expanded cost optimization efforts targeting $25 million across the enterprise to recapture margin amid a challenged macroeconomic backdrop. •Reflecting our focus on driving long-term stockholder value, our commitment to innovation remained steadfast during 2024 with successful product launches across all segments, for example: ◦NEO Live Valve Wireless system represents our continued leadership in premium bike technology; and ◦New products launched include Race Wheels for Method, Ridetech's Ford Fox Body Mustang suspension system, and Sport Truck's GM 1500 Long Travel Suspension. 2024 Incentive Pay-for-Performance Outcomes The 2024 incentive outcomes reflect the Company’s pay-for-performance philosophy with payouts varying commensurate with our financial results relative to goals set at the start of the performance period. Due to a combination of challenging incentive goals and a difficult 2024 performance year, particularly in the second half, there were no payouts for the annual cash incentive or three-year (2022-2024) equity performance share award opportunities.

  32. Executive Summary

    | Incentive & Primary Measures | Performance Goals | Interim and Final Results | 2024 Payout | | Annual Incentive 2024 Adjusted EBITDA | •Set in early 2024 •Target goal set based on budget •Target goal set somewhat below 2023 actual results due to increasing industry challenges and macroeconomic headwinds | •Through second quarter of 2024 tracking slightly below target •Final result below threshold | •0% (no payouts) •Note: 2023 payout was also 0% | | 2022-2024 PSUs 3-Year Average Return on Invested Capital and Cumulative 3-year Free Cash Flow | •Set in early 2022 for the full three years with expectation for continued high growth •Target goals set based on the 3-year budget | •Through 2023, results were tracking between threshold and target •As of mid-year 2024, results were tracking near threshold •Final results below threshold | •0% (no payouts for 2022-2024 cycle) •Note: 2021-2023 payout was 200% of target |

  33. Oversight and Compensation Process and Framework

    Oversight and Compensation Process and Framework The Committee oversees the executive compensation program for our NEOs and works closely with its independent consultant and management to examine the effectiveness of the program throughout the year, as described below. 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 NEOs, 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. Role of the Compensation Committee The Committee ensures that the executive compensation program supports the Company’s business goals, achieves its talent needs and aligns with stockholder interests. It has sole responsibility for all elements of NEO and non-employee director compensation. The Committee annually reviews NEO compensation levels by considering market benchmarks and various individual and organizational factors. In conducting its annual review, the Committee considers information provided by our Human Resources staff, often including information from its independent compensation consultant (which provides the Committee market benchmarking of CEO pay) and compensation and benefit data service providers. The Committee reviews the CEO’s performance against goals and objectives previously approved by the Board and meets in executive session without the CEO to determine his compensation. The Committee also reviews the performance evaluation of all other NEOs, which are provided by the CEO. The Committee receives recommendations from the CEO as to compensation of other NEOs, and the CEO participates in Committee discussions regarding the compensation of such officers. For a description of the composition, authority and responsibilities of the Compensation Committee, see “Corporate Governance - Board of Directors, Executive Officers and Committees." The Committee operates pursuant to a written charter, which is available on our website at: http://investor.ridefox.com. Role of Management The management team presents key drivers of the business strategy for potential inclusion as metrics in the performance-based incentive plans and regular updates on the business, performance to-date and executive talent attraction and retention. Our CEO makes recommendations to the Committee regarding compensation for the executive officers other than himself. No member of management participates in discussions with the Committee regarding his or her own compensation. Role of the Independent Consultant For officer compensation-related decisions, an independent executive compensation consultant, Pay Governance, was engaged to advise the Committee. In 2024, the consultant assisted the Committee with, among other things, benchmarking officer and non-employee director market target pay, developing potential target pay increases, providing updates on pay-for-performance (“P4P”) and market trends, helping to draft selected CD&A disclosures, reviewing and presenting alternatives for potential designs for the executive incentive plans and conducting an officer pay program risk assessment. 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 2024 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. Market Benchmarking In evaluating officer market pay practices, the Committee reviews, as available, pay data for selected public company compensation peer group (“Pay Peer Group”) and national published survey data of companies of comparable size (“Survey Data”) for which the specific companies included is unknown by the Company and may change from year to year. Market target pay levels are reviewed annually for position-specific Survey Data (using Radford’s Global Compensation Survey) for each officer position and proxy-disclosed levels of the Pay Peer Group for the CEO, CFO and, as available, the other NEO positions. In 2024, market target pay levels (salary, target annual and long-term incentive award opportunities) were reviewed and considered in setting target pay as one of many inputs along with Company performance and pay increase budget, P4P alignment, position level, unique responsibilities, individual factors (performance, experience, future potential, etc.), organization structure, succession planning and internal equity. Ultimately, the Committee relies on its collective experience and judgment along with the recommendations presented to design the officer compensation program and set target pay levels. The current Pay Peer Group, which was developed in 2021, consists of 17 companies (listed below) that were selected to represent comparable companies based on consideration of many factors, including the following criteria: •Similar business models that generally had at the time of selection multiple characteristics from the following screens: high-value brand name, segment leading/branded products, consumer, leisure or multi-channels, industry leaders, higher margins, growth strategy, and multiple business units/product lines. •Similar financial characteristics that at the time of selection included revenue, market cap, growth and profitability, with consideration to both absolute levels and recent changes over time. ◦At the time the Pay Peer Group was constructed, the Company’s market capitalization was near the median, however, the percentile positioning versus these companies has become more volatile in recent times. ◦When the market target pay benchmarking that was reviewed in October 2023 as part of consideration for the 2024 target pay increases, the Company’s market capitalization of approximately $4.2 billion was between the median and 75th percentile of the Pay Peer Group. •Preference for infrequent changes to the composition of the Pay Peer Group, with changes anticipated to be primarily due to transactions (mergers and acquisitions). •As part of the preparation of the fiscal 2026 pay program, later in 2025, a review of the Pay Peer Group is planned to ensure ongoing alignment to the relevant characteristics.

  34. Oversight and Compensation Process and Framework

    | What We Do | What We Do Not Do | | ✓ Pay program aligned with our business strategy ✓ Annual market benchmarking with pay targeted at market median levels ✓ Market-based target pay mix with the greatest weighting on incentive award opportunities ✓ One-half of the long-term incentives (“LTI”) is provided in PSUs earned for results over three years ✓ Performance-based incentive payouts capped ✓ Incentive payouts vary commensurate with performance results compared to rigorously set goals ✓ Stock ownership guidelines ✓ Clawback policy ✓ Independent compensation consultant ✓ Annual compensation program risk assessment | X No single-trigger change in control equity vesting or severance benefits X No excise tax gross ups X No hedging transactions X No short-term trading X No repricing of stock awards X No recycling of outstanding stock awards |

  35. Compensation Program

    | Element | Type | Considerations | Objectives | | Base Salary Cash | Fixed Pay | •Reviewed annually •Set based on skills, role, and scope of responsibilities, experience, contributions, criticality, market benchmarks, and internal equity •Annual increases typically made effective in January | •Provide competitive compensation for day-to-day responsibilities •Attract and retain qualified senior officers •Balance risk-taking | | Annual Incentive Cash Primarily earned for financial results | Variable At-Risk Performance-Based Pay | •Annual performance period •Target award opportunity set as percentage of salary based on similar factors used for base salary reviews •Performance measures selected to align with Company business strategy •Payout based on achievement of preset goals | •Motivate and reward results versus critical 12-month performance goals that support the Company’s strategic business objectives •Part of market-based pay package | | Long-Term Incentives (“LTI”) Equity Highest portion of annual target pay Delivered in equal mix of PSUs and RSUs Underlying value directly varies with FOXF’s stock price Three-year time horizon | PSUs Variable At-Risk Performance-Based Pay | •Accounts for 50% of the officers’ total LTI award opportunity •Provides opportunity to earn shares after three years based on achievement of goals over a three-year period •Due to the current business environment, financial goals for the 2024 awards are established and assessed independently for each of three one-year performance periods (2024, 2025, and 2026) with goals set early in each performance period and earned shares paid in early 2027 | •Drive long-term value creation for stockholders •Motivate and reward results versus critical goals over a three-year period •Align the interests of officers with the long-term interests of the Company and stockholders | | | RSUs Time-Based Vesting | •Accounts for 50% of the officers’ total LTI award opportunity •Shares vest ratably over three years | •Align interests of officers and stockholders •Support retention •Facilitate meaningful stock ownership |

  36. Compensation Program

    (1) This table does not describe the other benefits and officer perquisites provided by the Company, which are summarized in a later section. Target Pay Mix Our officer compensation program is predominantly provided through at-risk, performance-based pay opportunities. As an officer’s ability to impact operational performance increases, so does the proportion of his or her at-risk pay. The officers’ target annual and long-term incentive compensation grows proportionately as job responsibilities increase, which encourages officers to focus on the Company’s long-term success and aligns with long-term interests of our stockholders. The graphics below illustrate the mix of fixed and regular annual incentive compensation opportunities at target we provided to our CEO other NEOs for fiscal year 2024. The majority of the CEO’s regular annual target compensation opportunity is at-risk, subject to Company financial results and, for the long-term incentive, the value of equity earned will ultimately reflect the stock price at the end of the multi-year performance period (PSUs) or at each vesting date (RSUs). Base Salaries The NEOs’ base salaries are set on average to be within a competitive range of market median based on the market benchmarks, individual responsibilities, performance and various other factors, as discussed above in the Market Benchmarking section. The January 2024 salary increases approved by the Committee are presented in the table below. The officer salary and target incentive review process started in the latter part of the prior year (October 2023) and increases became effective at the start of the year (January 2024). The table below summarizes base salaries for our NEOs approved by the Committee for fiscal year 2024, as well as the base salary percentage increase over fiscal year 2023 base salaries. The base salary increases varied based on consideration of the factors listed above and, for Messrs. Schemm and Enick, reflect their increasing job scope and responsibilities (in August 2024, Mr. Schemm was appointed President, AAG in addition to his CFO role and Mr. Enick was appointed Treasurer in addition to his Chief Accounting Officer role).

  37. Compensation Program

    | Name of Executive Officer | Bonus at Target % | Company Performance (Adjusted EBITDA) | | | | | | Individual performance goals | | | | | | Weighting | Threshold | Target | Max | Actual(1) | % of Target Earned | Weighting | % of Target earned | Payout % of target | | Michael C. Dennison | 125% | 100% | $200 | $250 | $300 | $167 | 0% | N/A | N/A | 0% | | Dennis C. Schemm | 75% | 75% | $200 | $250 | $300 | $167 | 0% | 25% | 0% | 0% | | Brendan Enick | 40% | 75% | $200 | $250 | $300 | $167 | 0% | 25% | 0% | 0% | | Toby D. Merchant | 65% | 75% | $200 | $250 | $300 | $167 | 0% | 25% | 0% | 0% | | Christopher J. Tutton | 65% | 75% | $200 | $250 | $300 | $167 | 0% | 25% | 0% | 0% | | Paul W. Stecher | 60% | 75% | $200 | $250 | $300 | $167 | 0% | 25% | 0% | 0% |

  38. Compensation Program

    Equity-Based Awards The Committee believes equity awards are another important component of executive compensation and serve to directly align the interests of our officers with those of our stockholders. The Company awards officers PSUs to reward achievement of multi-year goals and RSUs to promote long-term retention. For the 2024 awards, the Committee decided to grant an equal mix, at target, of RSUs and PSUs. RSUs vest over three years (one-third each year) and PSUs cliff vest after the three-year performance period, and other than for a qualifying retirement, only vest if the employee remains with the Company at the time of vesting. The Committee approves equity awards under our 2022 Omnibus Plan. Each year, the Committee reviews the design of the PSUs and considers if changes are warranted including whether our key business initiatives, operating environment and other factors support reverting to the Company’s prior design, and common market approach, of setting all three years of goals at the start of the first year of the three-year PSU cycle. For the 2024 and 2025 PSU cycles, the Committee decided that setting annual goals at the start of each of the three years (with any earned shares paid upon completion of the full three-year performance period) best fit the current market instability, OEM customer challenges, our ongoing business transformation, and talent needs to ensure performance goals have the appropriate stretch while maintaining strong alignment to driving long-term stockholder value. In determining the target incentive award opportunities, which are set on average to be within a competitive range of market median, the Committee considered market benchmarks, position level, individual responsibilities, performance, and various other factors, as discussed above in the Market Benchmarking section. The equity grant mix was set considering many of the foregoing factors as well as 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. Timing of Awards Annual grants of equity awards are typically determined at the Committee meeting with an effective grant date shortly after the Company reports 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. 2024-2026 PSU Awards The table below presents the number of shares, at target, awarded to the NEOs in February 2024 (RSUs) and March 2024 (PSUs) based on the target LTI award opportunities and stock price at grant. Due to the current business environment, financial goals for the 2024 PSU awards will be established independently for each of three one-year performance periods (2024, 2025, and 2026) with goals set early in each performance period. The PSUs vest only upon the achievement of the adjusted EBITDA margin goals over the three-year performance period with payouts, if any, made in early 2027. The NEOs may earn between 0% and 200% of the target PSUs.

  39. Compensation Program

    | Name | PSU(1) | RSU | | Michael C. Dennison | 55,544 | 51,364 | | Dennis C. Schemm | 12,711 | 11,755 | | Brendan R. Enick | 3,739 | 3,458 | | Toby D. Merchant | 8,012 | 7,409 | | Christopher J. Tutton | 9,080 | 8,396 | | Paul W. Stecher | 8,012 | 7,409 |

  40. Compensation Program

    (1)The 2024 PSU awards were approved in full by the Compensation Committee in early 2024. Performance goals for each of the three years are set by the Committee based on approved Company financial plans at the beginning of each year. Under GAAP, PSU grants cannot be issued until the performance goals are set. Therefore, the Company issues 1/3 of the approved shares each year. The table below presents the PSU grants, at target, issued in March 2024 for the 2024 performance period. 2024 Portion of the 2024-2026 PSU Awards The table below presents the one-third of the PSU award opportunity, at target, for which goals were set at the start of 2024.

  41. Compensation Program

    | Name | PSU | | Michael C. Dennison | 18,515 | | Dennis C. Schemm | 4,237 | | Brendan R. Enick | 1,247 | | Toby D. Merchant | 2,671 | | Christopher J. Tutton | 3,027 | | Paul W. Stecher | 2,671 |

  42. Compensation Program

    2022-2024 PSU Awards In early 2022, the performance goals presented below were established by the Committee for the three-year PSU performance cycle, 2022 to 2024, for Return on Invested Capital (“ROIC”) and Free Cash Flow (“FCF”) that were equally weighted. As shown in the table below, actual three-year results were below the threshold goals resulting in no awards being earned.

  43. Compensation Program

    (1) Reconciliations of non-GAAP measures provided in Annex A, attached hereto. 2025 Officer Pay As of March 26, 2025, the 2025 officer pay program design is largely unchanged from last year. One substantive change made for the NEOs (and a broader group of executives) is a special design for the performance-based 2025 annual incentive cash opportunity (whereby the earned award would have been 100% cash and paid in early 2026) to instead provide each such executive with an elective choice to make an irrevocable election to receive 50% of the 2025 annual incentive award in cash and the other 50% in a 2-year PSU at twice of the value for this portion of the award. The higher performance-based award opportunity for the 2-year PSU reflects the doubling of the vesting period duration (change from a one-year vesting period to two years). The earned cash award will be paid in early 2026 and the earned PSU shares will vest in early 2027. All of our NEOs irrevocably elected to participate in this opportunity. Amounts earned and more details about this program will be provided in next year’s proxy statement. The 2025 target incentive goals were set significantly higher than our 2024 financial actual results and were based on a Board-approved budget that incorporated forecasts as of the start of 2025 of economic and business conditions for the year. We will disclose the performance goals, results and earned awards, if any, in future proxy filings upon completion of the performance periods.

  44. Risk Assessment

    Risk Assessment In formulating and evaluating material elements of compensation available to NEOs, both the Committee and our Human Resources staff consider whether the design of any such programs may inadvertently encourage undue risk-taking behavior. To that end, the Committee took into consideration the many design features that, among other things, both align behavior to stockholder interest as well as serve to mitigate the likelihood of inducing excessive risk-taking behavior. Additionally, the Committee engaged Pay Governance, the Company’s independent executive compensation consultant, to undertake a summary review of the 2024 executive officer pay practices and to provide their professional opinion relative to risk assessment of the officer compensation program. Pay Governance’s review found that the Company’s executive compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company. This conclusion was based on the summary review that found many executive incentive design features that manage and mitigate risk, including performance-based annual and long-term incentives covering several financial measures with annual and three-year assessment periods, generally highest weighting on equity-based LTIs with 50% earned contingent on multi-year results (PSUs), variation in payouts commensurate with performance versus preset goals, stock ownership guidelines and the governance and review process without diminishing the incentive nature of the compensation opportunities nor were there any commonly cited “red flags” found in the design of FOX’s officer compensation program. Based on the Committee’s summary review and other factors, including our continued focus on providing transparent, market-based competitive pay programs that align to our business strategy and support our talent management objectives, the Committee believes that the officer compensation program does not encourage excessive risk taking by executives.

  45. Summary Compensation Table - Fiscal Years 2024, 2023, and 2022

    Summary Compensation Table - Fiscal Years 2024, 2023, and 2022 The following table sets forth certain information with respect to the compensation of our NEOs for the fiscal years ended January 3, 2025, December 29, 2023, and December 30, 2022:

  46. Summary Compensation Table - Fiscal Years 2024, 2023, and 2022

    | Name and Principal Position | Year | Salary(1) | Performance-Based Bonuses(2) | RSU Award(3) | PSU Award(3),(4) | Revenue Growth Outperformance Award(3) | All Other Compensation (5) | Total | | Michael C. Dennison | 2024 | $999,519 | $— | $2,600,046 | $2,600,015 | $1,250,014 | $56,727 | $7,506,321 | | CEO | 2023 | $974,038 | $— | $2,500,015 | $2,500,015 | $— | $59,635 | $6,033,703 | | | 2022 | $925,000 | $2,242,500 | $2,250,070 | $2,250,070 | $— | $33,462 | $7,701,102 | | Dennis C. Schemm(6) | 2024 | $593,154 | $— | $595,038 | $595,002 | $600,011 | $85,547 | $2,468,752 | | CFO and President, AAG | 2023 | $396,154 | $— | $695,135 | $495,078 | $— | $38,990 | $1,625,357 | | | 2022 | $— | $— | $— | $— | $— | $— | $— | | Brendan R. Enick(7) | 2024 | $382,462 | $— | $175,044 | $175,023 | $350,045 | $48,592 | $1,131,166 | | CAO and Treasurer | 2023 | $— | $— | $— | $— | $— | $— | $— | | | 2022 | $— | $— | $— | $— | $— | $— | $— | | Toby D. Merchant | 2024 | $459,702 | $— | $375,044 | $375,042 | $450,031 | $51,393 | $1,711,212 | | CLO, Chief Compliance Officer and Secretary | 2023 | $439,615 | $— | $350,038 | $350,038 | $— | $36,584 | $1,176,275 | | | 2022 | $420,000 | $485,760 | $300,074 | $300,074 | $— | $123,211 | $1,629,119 | | Christopher J. Tutton | 2024 | $483,731 | $— | $425,006 | $425,035 | $450,031 | $52,506 | $1,836,309 | | President, SSG | 2023 | $469,616 | $— | $425,020 | $425,020 | $— | $19,680 | $1,339,336 | | | 2022 | $450,000 | $518,880 | $390,023 | $390,023 | $— | $15,199 | $1,764,125 | | Paul W. Stecher(8) | 2024 | $405,692 | $— | $375,044 | $375,042 | $450,031 | $51,755 | $1,657,564 | | Chief Information Officer and President, PVG | 2023 | $— | $— | $— | $— | $— | $— | $— | | | 2022 | $— | $— | $— | $— | $— | $— | $— |

  47. Summary Compensation Table - Fiscal Years 2024, 2023, and 2022

    (1)Reflects merit-based increases, as appropriate, from the prior year during these years, as approved by the Committee. (2)Amounts in this column represent performance-based cash bonuses earned for fiscal years 2024, 2023, and 2022 by the respective NEO. Performance-based cash bonuses were awarded to our NEOs 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 equity-based awards granted computed in accordance with FASB ASC Topic 718 pursuant to the 2013 Omnibus Plan for fiscal year 2022 and pursuant to the 2022 Omnibus Plan for fiscal year 2023 and 2024. (4)The 2024 PSU awards were approved in full by the Compensation Committee, but goals for each of the three years are set by the Committee at the beginning of each year. Since grants cannot be issued until goals are set, the Company only issued 1/3 of the approved PSUs in 2024. Any earned awards are paid in early 2027. The amounts in this column for fiscal year 2024 were computed using the closing price of the Company’s common stock on the grant date of the shares issued in 2024. Amounts are based on attainment at the target level. (5)The 2024 information for the dollar amounts found in the All Other Compensation column above can be found in the following table:

  48. Summary Compensation Table - Fiscal Years 2024, 2023, and 2022

    | 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 | $46,377 | $10,350 | $56,727 | | Dennis C. Schemm | $75,197 | $10,350 | $85,547 | | Brendan Enick | $38,242 | $10,350 | $48,592 | | Toby D. Merchant | $41,043 | $10,350 | $51,393 | | Christopher J. Tutton | $46,369 | $6,137 | $52,506 | | Paul Stecher | $41,405 | $10,350 | $51,755 |

  49. Summary Compensation Table - Fiscal Years 2024, 2023, and 2022

    (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, and relocation expenses. Amounts included for the executive car program are as follows: $21,797 for Mr. Dennison, $23,795 for Mr. Schemm, $20,540 for Mr. Enick, $18,565 for Mr. Merchant, $23,163 for Mr. Tutton, and $18,927 for Mr. Stecher. (ii)Amounts shown reflect Company matching contributions made to the NEO’s employee 401(k) accounts. (6)Mr. Schemm was named CFO in June 2023. Therefore, compensation information was not reported for prior years and compensation information for fiscal year 2023 is for a partial year. (7)Mr. Enick joined FOX in May 2023 and was not an NEO as of the end of fiscal year 2023. Therefore, compensation information was not reported for prior years. (8)As Mr. Stecher was not an NEO in fiscal years 2022 and 2023, compensation information was not reported for prior years. See “Compensation Discussion and Analysis - 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.

  50. Grants of Plan-Based Awards Table - Fiscal Year 2024

    Grants of Plan-Based Awards Table - Fiscal Year 2024 The following table presents information concerning plan-based awards made in fiscal year 2024 to each of our NEOs:

  51. Grants of Plan-Based Awards Table - Fiscal Year 2024

    | 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 | 2/27/2024 | $— | 51,364 | $— | $2,600,046 | $— | | PSUs | 3/15/2024 | $— | 55,544 | $1,300,008 | $2,600,015 | $5,200,030 | | Revenue Growth Outperformance Award | 3/15/2024 | $— | 26,704 | $— | $1,250,014 | $— | | Cash Bonus | | $— | — | $— | $— | $— | | Dennis C. Schemm | | | | | | | | RSUs | 2/27/2024 | $— | 11,755 | $— | $595,038 | $— | | PSUs | 3/15/2024 | $— | 12,711 | $297,501 | $595,002 | $1,190,004 | | Revenue Growth Outperformance Award | 3/15/2024 | $— | 12,818 | $— | $600,011 | $— | | Cash Bonus | | $— | — | $— | $— | $— | | Brendan R. Enick | | | | | | | | RSUs | 2/27/2024 | $— | 3,458 | $— | $175,044 | $— | | PSUs | 3/15/2024 | $— | 3,739 | $87,512 | $175,023 | $350,046 | | Revenue Growth Outperformance Award | 3/15/2024 | $— | 7,478 | $— | $350,045 | $— | | Cash Bonus | | $— | — | $— | $— | $— | | Toby D. Merchant | | | | | | | | RSUs | 2/27/2024 | $— | 7,409 | $— | $375,044 | $— | | PSUs | 3/15/2024 | $— | 8,012 | $187,521 | $375,042 | $750,084 | | Revenue Growth Outperformance Award | 3/15/2024 | $— | 9,614 | $— | $450,031 | $— | | Cash Bonus | | $— | — | $— | $— | $— | | Christopher J. Tutton | | | | | | | | RSUs | 2/27/2024 | $— | 8,396 | $— | $425,006 | $— | | PSUs | 3/15/2024 | $— | 9,080 | $212,518 | $425,035 | $850,070 | | Revenue Growth Outperformance Award | 3/15/2024 | $— | 9,614 | $— | $450,031 | $— | | Cash Bonus | | $— | — | $— | $— | $— | | Paul W. Stecher | | | | | | | | RSUs | 2/27/2024 | $— | 7,409 | $— | $375,044 | $— | | PSUs | 3/15/2024 | $— | 8,012 | $187,521 | $375,042 | $750,084 | | Revenue Growth Outperformance Award | 3/15/2024 | $— | 9,614 | $— | $450,031 | $— | | Cash Bonus | | $— | — | $— | $— | $— |

  52. Grants of Plan-Based Awards Table - Fiscal Year 2024

    (1)Refer to the “Compensation Program - Annual Performance-Based Cash Bonuses” section within the “Compensation Discussion and Analysis” section of this Proxy statement for a description of the potential Cash Bonuses our NEOs were eligible to receive in fiscal year 2024. (2)Refer to the “Compensation Program - Equity-Based Awards” section within the “Compensation Discussion and Analysis” section of this Proxy Statement, for descriptions of the equity-based awards granted to our NEOs in fiscal year 2024. The RSU and Revenue Growth Outperformance awards do not have “threshold” or “maximum” amounts. The PSU awards reflect the full amounts approved by the Compensation Committee, of which only 1/3 were issued in 2024 because grants cannot be issued until annual performance goals are set, and the Committee establishes these goals at the beginning of each year. (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 equity-based awards 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 values for PSUs and Revenue Growth Outperformance awards were calculated based on the probable outcome of applicable performance conditions, which assume that the target level of performance is achieved. The grant date fair value for PSUs was computed at the closing price of the Company’s common stock on the grant date of the shares issued in 2024. (5)This maximum 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.

  53. Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2024

    Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2024 The following table presents certain information concerning outstanding equity awards held by each of our NEOs as of January 3, 2025:

  54. Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2024

    | | Stock Awards | | | | | Name | Number Of Rsus That Have Not Vested (#) | Market Value Rsus That Have Not Vested ($) (1) | Number Of Psus That Have Not Vested (#) (2) (3) | Market Value Psus That Have Not Vested ($) (1) (2) (3) | | Michael C. Dennison | 71,432 | $2,155,103 | 103,253 | $3,115,143 | | Dennis C. Schemm | 15,307 | $461,812 | 30,857 | $930,956 | | Brendan R. Enick | 4,365 | $131,692 | 12,124 | $365,781 | | Toby D. Merchant | 10,179 | $307,100 | 20,567 | $620,506 | | Christopher J. Tutton | 11,829 | $356,881 | 22,265 | $671,735 | | Paul W. Stecher | 9,430 | $284,503 | 19,894 | $600,202 |

  55. Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2024

    (1)Based on a fair market value of our common stock on January 3, 2025, the last trading day of fiscal year 2024, of $30.17 per share. (2)For PSUs, amounts are shown at target attainment. (3)This column includes the second- and third-year guaranteed issuances of the 2024 PSUs that have not been granted due to GAAP accounting guidelines. 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.

  56. Stock Vested Table - Fiscal Year 2024

    Stock Vested Table - Fiscal Year 2024 The following table presents certain information concerning the vesting of stock, including RSUs, during fiscal year 2024 for each of our NEOs on an aggregated basis:

  57. Stock Vested Table - Fiscal Year 2024

    | Name | Stock Awards | | | | Number Of Shares Acquired On Vesting (#) (1) | Value Realized On Vesting ($) | | Michael C. Dennison | 31,338(2) | $1,427,048 | | Dennis C. Schemm | 3,929(3) | $170,749 | | Brendan R. Enick | 453(4) | $17,857 | | Toby D. Merchant | 2,208(5) | $107,491 | | Christopher J. Tutton | 5,958(6) | $267,005 | | Paul W. Stecher | 3,072(7) | $139,001 |

  58. Stock Vested Table - Fiscal Year 2024

    (1)Does not give effect to the shares withheld to satisfy tax obligations. (2)Reflects the vesting of RSUs on February 24, 2024, February 27, 2024, and May 2, 2024. (3)Reflects the vesting of RSUs on May 2, 2024, and June 12, 2024. (4)Reflects the vesting of RSUs on May 2, 2024. (5)Reflects the vesting of RSUs on February 27, 2024 and May 2, 2024. (6)Reflects the vesting of RSUs on February 24, 2024, February 27, 2024, and May 2, 2024. (7)Reflects the vesting of RSUs on February 24, 2024, February 27, 2024, and May 2, 2024.

  59. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table presents certain information concerning equity awards under our compensation plans as of January 3, 2025:

  60. Equity Compensation Plan Information

    | Plan Category | Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Rsus, Psus, Warrants And Rights (#) | Weighted-Average Exercise Price Of Outstanding Options, Warrants And Rights ($) | Number Of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (a)) (#) | | | (a) | | | | Equity compensation plans approved by security holders (1) (2) | 719,806 | $—(3) | 2,797,699 |

  61. Equity Compensation Plan Information

    (1)Options to be issued under the 2022 Omnibus Plan. (2)On March 11, 2025, there were no outstanding options, 18,117 outstanding RSUs, and no outstanding PSUs under the 2013 Omnibus Plan. On March 11, 2025, there were no outstanding options, 830,453 outstanding RSUs, and 674,361 outstanding PSUs under the 2022 Omnibus Plan. (3)The weighted-average price does not take RSUs and PSUs into account.

  62. Change of Control, Separation or Severance Benefits

    Change of Control, Separation or Severance Benefits

  63. Equity Awards

    Equity Awards Both the 2013 and 2022 Omnibus Plans contain provisions that provide for the vesting of options and stock appreciation rights awarded thereunder, as well as the lapse of restrictions on and vesting of all incentive awards issued thereunder upon a “Change of Control” or a “Change in Control.” A “Change of Control” or a “Change in Control” are defined in the 2013 and 2022 Omnibus Plans to mean the occurrence of any of the following: (1) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act); or (2) any person or group, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the voting stock of the Company, including by way of merger, consolidation, or otherwise. The 2022 Omnibus Plan contains additional provisions in its Change in Control definition that includes a change in the composition of the Board such that individuals who, as of the beginning of any period of 24 months determined on a rolling basis, cease to constitute a majority of the incumbent Board. Except as otherwise provided in an award agreement or by the Committee in a written resolution at the date of grant, to the extent outstanding awards granted under the 2013 or 2022 Omnibus Plans are not assumed, converted, or replaced by the resulting entity in the event of a Change of Control or Change in Control, all outstanding options and stock appreciation rights shall become fully exercisable, all restrictions with respect to outstanding awards shall lapse and such awards shall become vested and non-forfeitable, and any specified performance goals with respect to outstanding awards shall be deemed to be satisfied at target, provided that payment of restricted and performance awards or performance compensation awards shall be made in accordance with the provisions of the 2013 and 2022 Omnibus Plans. Except as otherwise provided in an award agreement or by the Committee in a written resolution at the date of grant or thereafter, to the extent outstanding awards granted under the 2013 and 2022 Omnibus Plans are assumed, converted, or replaced by the resulting entity in the event of a Change of Control or Change in Control, (1) any outstanding awards that are subject to performance goals shall be converted by the resulting entity as if target performance had been achieved as of the date of the Change of Control; (2) each performance award or performance compensation award with service requirements shall continue to vest with respect to such requirements during the remaining period set forth in the award agreement; and (3) all other awards shall continue to vest (and/or the restrictions thereon shall continue to lapse) during the remaining periods set forth in the award agreement. Except as otherwise provided in an award agreement or by the Committee in a written resolution at the date of grant or thereafter, to the extent outstanding Awards granted under the 2013 and 2022 Omnibus Plans are either assumed, converted, or replaced by the resulting entity in the event of a Change of Control or Change in Control, if a participant’s employment or service is terminated without Cause by the Company or an affiliate or a participant terminates his or her employment or service with the Company or an affiliate for “Good Reason” (if applicable), in either case, during the 24-month period following a Change of Control, all outstanding options and stock appreciation rights held by the participant shall become fully exercisable and all restrictions with respect to outstanding awards shall lapse and become vested and non-forfeitable. Notwithstanding anything in the 2013 and 2022 Omnibus Plans or any award agreement to the contrary, to the extent any provision of the 2013 or 2022 Omnibus Plan or an award agreement would cause a payment of nonqualified deferred compensation that is subject to Section 409A of the Code (“Section 409A”) to be made upon the occurrence of (1) a Change of Control or Change in Control, then such payment shall not be made unless such Change of Control also constitutes a “change in ownership,” “change in effective control,” or “change in ownership of a substantial portion of the Company’s assets” within the meaning of Section 409A or (2) a termination of employment or service, then such payment shall not be made unless such termination of employment or service also constitutes a “separation from service” within the meaning of Section 409A. Any payment that does not comply with the preceding sentence shall be made in accordance with the payment schedule that would have applied in the absence of a Change of Control, Change in Control or termination of employment or service, but disregarding any performance requirements and substituting the passage of time for any future service requirements and any performance periods. If a Change of Control constitutes a “change of control” within the meaning of Section 409A, any required payment shall be made in a lump sum within 10 business days of the Change of Control unless the Award Agreement specifies otherwise. If a termination following a Change of Control or Change in Control, qualifies as a “separation from service” within the meaning of Section 409A, distribution will be made in a lump sum within 60 days of the separation from service date unless the Award Agreement specifies otherwise. If an NEO is terminated without Cause or due to death or disability, such executive officer is also entitled to a pro-rated award of PSUs, provided it is determined that performance goals have been met, and pro-rated based on the number of months of employment completed during the performance period.

  64. Employment Agreements

    Employment Agreements Each of our NEOs is party to an employment agreement, which provides, as applicable, certain change of control, separation or severance benefits. In May 2018, we entered into a new employment agreement with Mr. Tutton upon his promotion to President, SSG. In August 2018, we entered into an employment agreement with Mr. Dennison upon his hiring as President, PVG and the employment agreement was amended in June 2019 upon his promotion to CEO. In August 2020, we amended the employment agreements for Messrs. Dennison and Tutton to remove specific target metrics in order to align and engage the employees in light of the COVID-19 pandemic. In April 2021, we entered into an employment agreement with Mr. Merchant upon his appointment as CLO and Secretary. In June 2023, we entered into an employment agreement with Mr. Schemm upon his appointment to CFO and Treasurer. In December 2024, we entered into an employment agreement with Mr. Enick. In August 2024, in connection with Mr. Fletcher’s departure, we entered into an Executive Separation and Release Agreement. The employment agreements prohibit the NEOs from soliciting our employees for two years following the cessation of such NEO’s employment. Termination by Mutual Agreement, Death, Disability, for Cause or Voluntarily In the event an NEO’s employment is terminated by mutual agreement of the parties, by the Company if the executive dies or becomes disabled, by the Company for “Cause,” or by the executive officer voluntarily, at any time (provided he provides not less than 90 days written notice), such executive officer is entitled to receive the following payments and compensation: (1) accrued and unpaid annual Base Salary for services rendered prior to the date of termination or resignation; and (2) reimbursement of any un-reimbursed business expenses as of the date of termination or resignation (collectively, “General Separation Payments”). Additionally, in the event an NEO’s employment is terminated by the Company because the executive dies or becomes disabled, such executive officer is also entitled to receive a pro rata payment of the executive’s performance bonus (which the executive would have earned under his employment agreement if employed for the entire fiscal year in which termination occurs, payable during the year the applicable audited financial statements become available). Additionally, if the NEO is terminated because the executive dies or becomes disabled, such executive officer is also entitled to a pro-rated award of PSUs, provided it is determined that performance goals have been met, and pro-rated based on the number of months of employment completed during the performance period. Termination without Cause or for Good Reason In the event an NEO’s employment is terminated by the Company without Cause or if the NEO resigns for “Good Reason,” such executive officer is entitled to receive the following payments and compensation: (1) General Separation Payments, (2) the applicable Severance Payment (only upon the execution of a release); (3) a pro rata payment of the executive’s performance bonus (which the executive would have earned under his new employment agreement if employed for the entire fiscal year in which termination occurs, payable during the year the applicable audited financial statements become available); and (4) continued Company sharing in the cost of health care insurance during the period executive receives severance. Additionally, if the NEO is terminated without Cause, such executive officer is also entitled to a pro-rated award of PSUs, provided it is determined that performance goals have been met, and pro-rated based on the number of months of employment completed during the performance period. The “Severance Payment” amount to be paid with respect to a termination without Cause or for Good Reason shall equal the NEO’s annual base salary as of the date of termination; provided, however, in the event of the “Good Reason” trigger being a reduction in Base Salary, then the Severance Payment amount shall equal the executive’s annual base salary prior to such reduction, provided that such severance amount is greater than the executive’s base salary at termination. For purposes of the employment agreements, termination for “Cause” means with respect to an NEO, one or more of the following: (1) willful or grossly negligent violation of any law which causes material injury to the business of our Company (or any subsidiary) or entry of a plea of nolo contendere (or similar plea) to a charge of such an offense; (2) conduct causing us or any of our subsidiaries significant public disgrace or disrepute; (3) any act or omission aiding or abetting a competitor, supplier, or customer of ours or any of our subsidiaries to the material disadvantage or detriment of us and our subsidiaries; (4) the executive’s willful violation of fiduciary duties to our Company or any subsidiary, including the duty of loyalty and the corporate opportunity doctrine; (5) commission of, or the act of fraud, dishonesty, misappropriation or embezzlement, or the executive’s commission of any felony offense; (6) material breach of the executive’s representations, warranties, or covenants under his new employment agreement or any other agreement between the parties hereto that, if curable and unrelated to a breach of his confidentiality obligations, remains uncured for 15 days following written notice thereof from us to executive; and (7) refusal to comply with our reasonable orders or directives (including refusal to perform, other than as a result of death or disability, material assigned duties or responsibilities that are consistent with normal business practices and his new employment agreement) or our (or our subsidiaries’) material and reasonable rules, regulations, policies, procedures or practices that are not inconsistent with the terms of his new employment agreement or applicable law, which continues uncured for 15 days following written notice thereof from us to the executive. A resignation by an NEO will be deemed a resignation for “Good Reason” if the executive provides written notice to the Company of the specific circumstances alleged to constitute Good Reason within 90 days after any one or more of the following events: (1) a reduction in executive’s base salary below the amount as of the date of his employment agreement (other than a substantially similar reduction applicable to all executives); (2) for Mr. Tutton only, the Company requiring, without the executive’s consent, that the executive relocate the executive’s principal place of business outside a 30-mile radius from the location where the executive is employed as of the effective date of his employment agreement or such other location as consented to by the executive; (3) material breach by us of his employment agreement; or (4) without the executive’s consent, a material reduction in the executive’s duties or responsibilities, such that the executive is no longer playing his current role or at least an equivalent position, as applicable. Where curable, the Company will have 30 days to cure such circumstances upon the receipt of notice from the executive.

  65. 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 NEOs 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 January 3, 2025.

  66. 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) | $38,462 | $38,462 | $1,038,462 | $1,038,462 | $— | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 2,155,103 | — | | PSUs (3) | — | — | — | 3,115,143 | — | | Benefits and Perquisites | — | — | 21,000 | 21,000 | — | | Total | $38,462 | $38,462 | $1,059,462 | $6,329,708 | $— | | Dennis C. Schemm | | | | | | | Cash Compensation (1) | $22,846 | $22,846 | $616,846 | $616,846 | $— | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 461,812 | — | | PSUs (3) | — | — | — | 930,956 | — | | Benefits and Perquisites | — | — | 13,000 | 13,000 | — | | Total | $22,846 | $22,846 | $629,846 | $2,022,614 | $— | | Brendan R. Enick | | | | | | | Cash Compensation (1) | $14,731 | $14,731 | $397,731 | $397,731 | $— | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 131,692 | — | | PSUs (3) | — | — | — | 365,781 | — | | Benefits and Perquisites | — | — | 15,000 | 15,000 | — | | Total | $14,731 | $14,731 | $412,731 | $910,204 | $— | | Toby D. Merchant | | | | | | | Cash Compensation (1) | $17,692 | $17,692 | $477,692 | $477,692 | $— | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 307,100 | — | | PSUs (3) | — | — | — | 620,506 | — | | Benefits and Perquisites | — | — | 20,000 | 20,000 | — | | Total | $17,692 | $17,692 | $497,692 | $1,425,298 | $— | | Christopher J. Tutton | | | | | | | Cash Compensation (1) | $18,615 | $18,615 | $502,615 | $502,615 | $— | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 356,881 | — | | PSUs (3) | — | — | — | 671,735 | — | | Benefits and Perquisites | — | — | 20,000 | 20,000 | — | | Total | $18,615 | $18,615 | $522,615 | $1,551,231 | $— | | Paul W. Stecher | | | | | | | Cash Compensation (1) | $15,615 | $15,615 | $421,615 | $421,615 | $— | | Cash Bonus (2) | — | — | — | — | — | | RSUs (3) | — | — | — | 284,503 | — | | PSUs (3) | — | — | — | 600,202 | — | | Benefits and Perquisites | — | — | 20,000 | 20,000 | — | | Total | $15,615 | $15,615 | $441,615 | $1,326,320 | $— |

  67. 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. (3)Amounts shown for RSUs and PSUs represent the fair value of unvested awards as of January 3, 2025, 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. Additionally, if the NEO is terminated without Cause or due to death or disability, such executive officer is also entitled to a pro-rated award of PSUs, provided it is determined that performance goals have been met, and pro-rated based on the number of months of employment completed during the performance period.

  68. 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 2024, the median annual total compensation of all employees of FOX (other than our CEO) was $42,299. The annual total compensation of our CEO was $7,506,321, reflecting Mr. Dennison who served as CEO 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 CEO to the median annual total compensation of all employees for fiscal year 2024 was approximately 177 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 January 3, 2025, 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 4,035 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 used fiscal year-to-date “gross cash earnings” paid through January 3, 2025 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 2024 total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

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

  70. Pay vs. Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO | Average Summary Compensation Table Total for Other NEOs(2) | Average Compensation Actually Paid to Other NEOs | Total Stockholder Return (3) | Peer Group Total Stockholder Return | Net Income | Adjusted EBITDA (4) | | 2024 | $7,506,321 | $322,173 | $1,761,001 | $557,342 | $43.24 | $161.48 | $6,512,072 | $167,013,046 | | 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 |

  71. Pay vs. 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 CEO and the average CAP to the other NEOs, the following amounts were deducted from and added to total compensation, as depicted in the Summary Compensation Table:

  72. Pay vs. 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 | | | | | | | | 2024 | $7,506,321 | $(6,450,075) | $2,666,883 | $(2,713,316) | $(687,640) | $322,173 | | 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) | | | | | | | | 2024 | $1,761,001 | $(1,238,094) | $399,035 | $(294,213) | $(70,387) | $557,342 | | 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 |

  73. Pay vs. 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, PVG 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. Pay-for-performance alignment The following table identifies the three most important financial performance measures used by the Committee to link the “compensation actually paid” (CAP) to our CEO and other NEOs in fiscal year 2024, calculated in accordance with SEC regulations, to Company performance. The role of each of these performance measure on our NEOs' compensation is discussed in the CD&A above.

  74. Pay vs. Performance

    | FINANCIAL PERFORMANCE METRICS | | Adjusted EBITDA | | Free Cash Flow | | Return on Invested Capital |

  75. Pay vs. 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 2024, 2023, 2022, 2021 and 2020.

  76. CAP vs FOXF TSR & Peer Group TSR

    CAP vs FOXF TSR & Peer Group TSR

  77. 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 2026 Annual Meeting of Stockholders no earlier than January 9, 2026, and no later than February 8, 2026. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, 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 10, 2026, unless the date of the 2026 Annual Meeting of Stockholders has been changed by more than 30 days from the previous year's Annual Meeting of Stockholders. If the 2026 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 Company.

  78. Annex A - Non-GAAP Measures

    (1)This ROIC calculation was created only for the PSU award attainment and is slightly different than the standard calculation disclosed in prior years. (2)Represents various acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations. The amount for fiscal year 2024 excludes acquisition foreign exchange hedge settlement of $1,118,000. (3)For the purposes of calculating ROIC for 2022 PSU payouts, all debt related to the Marucci acquisition and chassis over 90 days old was excluded due to that debt being excluded from the targets set at the beginning of 2022.