DEF 14A of Fox Factory Holding Corp, Mar 25, 2026

DEF 14A of Fox Factory Holding Corp

Filed Mar 25, 2026 · FY20250001424929-26-000018

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 I 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 | | | | | | Elizabeth A. Fetter | 67 | June 2017 | Former CEO and President of Symmetricom Inc. | Chair of the Compensation Committee and Member of Nominating and Corporate Governance Committee | | Douglas J. Grimm | 64 | March 2026 | CEO of V-to-X, LLC | Member of Audit Committee |

  3. ELECTION OF CLASS I DIRECTORS

    ELECTION OF CLASS I DIRECTORS The Board of Fox Factory Holding Corp. is currently comprised of nine 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. Mendenhall, Ms. Fetter, and Mr. Grimm are Class I directors. Ms. Fetter and Mr. Grimm are up for election at this year’s Annual Meeting of Stockholders. Mr. Mendenhall will serve until the 2026 Annual Meeting of Stockholders and will not stand for re-election. Messrs. Dennison, Johnson, Bazaar, 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, except for Mr. Waitman, who will resign from the Board effective as of the 2026 Annual Meeting. Mr. Duncan and Ms. Hlay are Class III directors and will serve until the 2028 Annual Meeting of Stockholders, or earlier in the case of such Class III director’s earlier death, resignation or removal. Under a cooperation agreement that the Company entered into with Engine Capital L.P. and certain of its affiliates (collectively, “Engine Capital”), as disclosed in the Current Report on Form 8-K filed February 9, 2026 with the SEC, the Company agreed to: appoint, and has appointed, Alan L. Bazaar and Douglas J. Grimm to the Board; and nominate and recommend, support and solicit proxies for the election of Mr. Grimm to the Board at the Annual Meeting. The Class I directors are proposed to be elected at the Annual Meeting to serve for a term to expire at the 2029 Annual Meeting of Stockholders or earlier in the case of such Class I director’s earlier death, resignation or removal. The Board nominated Ms. Fetter and Mr. Grimm for election as Class I 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, who have been designated as such by the Board, will vote your proxy for the nominee. In the event that a nominee for director withdraws or for any reason is not able to serve as a director, the persons named as proxies in the proxy card 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 to the Board each nominee that the Board recommends to stockholders. The following paragraphs describe the business experience and education of our directors.

  4. Directors Up for Election

    Directors Up for Election

  5. Directors Up for Election

    | | Elizabeth A. Fetter Director Age: 67 Independent Director Since: June 2017 Committees: Chair of Compensation and Member of Nominating and Corporate Governance |

  6. Directors Up for 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.

  7. Directors Up for Election

    | | Douglas J. Grimm Director Age: 64 Independent Director Since: March 2026 Committees: Member of Audit |

  8. Directors Up for Election

    Douglas J. Grimm joined our Board as a director in March 2026. Mr. Grimm currently serves as the CEO of V-to-X, LLC, which is focused on advising and investing in the mobility sector. From 2015 to 2017, he served as President and Chief Operating Officer at Metaldyne Performance Group (NYSE: MPG), a $3 billion automotive metals supplier with 60 manufacturing plants in 13 countries and 12,000 employees. Previously, Mr. Grimm founded and was Chairman and CEO of Grede Holdings LLC, which subsequently merged into MPG. He also served in various leadership roles during different periods at the company between 2001 and 2006, where he was responsible for commercial operations, forging and casting operations, global purchasing, and quality. At Visteon (NASDAQ: VC), Mr. Grimm served as Vice President of Global Ford, Materials Management, Powertrain Electronics & Fuel Operations. While at Dana Corporation (NYSE: DAN), Mr. Grimm served in several executive positions, including Vice President of Global Strategic Sourcing. He started his career at Chrysler Corporation, where he spent ten years prior to transitioning into the automotive supply base. Mr. Grimm currently serves as Chairman of the Board of Blue Bird Corporation (NASDAQ: BLBD) and is a member of the board of directors of Lumileds and Pangea Corporation. He is also the former Chairman of the Board of Electrical Components International, Inc. (ECI). Mr. Grimm holds a Bachelor of Arts in Economics & Management from Hiram College and a Master of Business Administration from the University of Detroit. Mr. Grimm has been selected to serve on our board of directors based on his extensive executive experience in the automotive industry, manufacturing, and operations.

  9. Directors Not Up for Election

    Directors Not Up for Election

  10. Directors Not Up for Election

    | | Michael C. Dennison Director and CEO Age: 58 Non-Independent Director Since: February 2018 |

  11. Directors Not Up for 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 roles by serving as a board member of Solo Brands from May 2022 to March 2026, presiding as Chairman of the K&N Filters Board since 2024, and serving on GoPro’s board of directors since June 2025. 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 Election

    | | Alan L. Bazaar Director Age: 56 Independent Director Since: February 2026 Committees: Member of Nominating and Corporate Governance and Compensation |

  13. Directors Not Up for Election

    Alan L. Bazaar joined the Board in February 2026 and is a member of the Compensation Committee and Nominating and Corporate Governance Committee. He has served as the CEO and Co-Chief Investment Officer of Hollow Brook Wealth Management LLC, an investment advisory services firm, where he is responsible for firmwide operations, investment research, and portfolio management, since January 2013, and before that, as a Managing Director, from 2010 to 2012. Prior to that, Mr. Bazaar was a Managing Director and Portfolio Manager at Richard L. Scott Investments, LLC, a private investment firm, where he comanaged the public equity portfolio and was responsible for all elements of due diligence, from July 1999 until December 2009. Previously, Mr. Bazaar was employed by Arthur Anderson LLP in the Assurance and Financial Buyer's Practices group and in the Business Fraud and Investigation Services Unit. Currently, Mr. Bazaar serves on the Board of Directors of Orthofix Medical Inc. (NASDAQ: OFIX), a medical technology company, since December 2023. Previously, Mr. Bazaar served on the Board of Directors of Wireless Telecom Group, Inc. (formerly NYSE AMERICAN: WTT), which designs and manufactures radio frequency and microwave-based products for wireless and advanced communications industries, from June 2013 to August 2023, including as the Chairman of the Board of Directors, from April 2014 to August 2023. Prior to that, Mr. Bazaar served on the Board of Directors of each of PDL BioPharma, Inc. (formerly NASDAQ: PDLI), a developer of innovative therapeutics and healthcare technologies, from February 2020 to March 2021, Hudson Global, Inc. (formerly NASDAQ: HSON) (n/k/a Star Equity Holdings, Inc. (NASDAQ: STRR)), a talent solutions provider, from June 2015 to May 2019, Sparton Corporation (formerly NYSE: SPA) a provider of design, development and manufacturer services for complex electromechanical devices, from May 2016 until it was acquired by Sparton Parent, Inc. (f/k/a Striker Parent 2018, LLC), an affiliate of Cerberus Capital Management, L.P., in May 2019, LoJack Corporation (formerly NASDAQ: LOJN), a provider of products and services for tracking and recovering cars, trucks, and other valuable mobile assets, from March 2015 until it was acquired by CalAmp Corp. (formerly NASDAQ: CAMP) in March 2016, NTS, Inc. (formerly NYSE AMERICAN: NTS), a provider of advanced communication services, from December 2012 until it was acquired by an affiliate of private equity firm, Tower Three Partners LLC, in June 2014, and Media Sciences International, Inc. (formerly NASDAQ: MSII), a manufacturer and distributor of business color printer supplies and industrial ink applications in the United States, from 2004 to April 2008. Mr. Bazaar also previously served as a director of Airco Industries, Inc., a privately held manufacturer of aerospace products. Mr. Bazaar holds a Bachelor of Arts from Bucknell University, and a Master of Science in Accounting and Master of Business Administration from the Stem School of Business at New York University. Mr. Bazaar is a Certified Public Accountant (inactive). Mr. Bazaar's successful track record as an accomplished business leader with significant experience as a CEO and member of public company boards make him a valuable addition to the Board.

  14. Directors Not Up for Election

    | | Thomas E. Duncan Director Age: 61 Independent Director Since: July 2017 Committees: Chair of Nominating and Corporate Governance |

  15. Directors Not Up for 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 where he has served since December 2024. Prior to his current role, Mr. Duncan was the 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 from January 2004 to February 2023. 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.

  16. Directors Not Up for Election

    | | Jean H. Hlay Director Age: 66 Independent Director Since: February 2019 Committees: Chair of Audit and Member of Compensation Audit Committee Financial Expert (as defined under SEC rules) |

  17. Directors Not Up for 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.

  18. Directors Not Up for Election

    | | Sidney Johnson Director Age: 64 Independent Director Since: January 2021 Committees: Member of Nominating and Corporate Governance and Compensation |

  19. Directors Not Up for 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. from March 2020 to April 2021. 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 of Science degree in industrial engineering and technology from Central State University in Wilberforce, Ohio, and a Master of Science 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.

  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, qualifications, 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 | A.BAZAAR | T.DUNCAN | E.FETTER | D.GRIMM | 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 | 58 | 71 | 56 | 61 | 67 | 64 | 66 | 76 | 64 | | | GENDER | Male | Male | Male | Male | Female | Male | Female | Male | Male |

  22. Director Skills and Expertise Matrix

    1 Average tenure as of March 25, 2026. 2 Director diversity is calculated based on gender and ethnicity. 3 Age as of March 25, 2026.

  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, Ms. Fetter and Mr. Grimm, to be elected to our Board as Class I directors for terms ending at our 2029 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 2025

    Non-employee Director Compensation for Fiscal Year 2025 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 2025, 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 with 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 with 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 the 2022 Omnibus Plan. Subject to applicable laws and our policies in place for equity-based awards, through fiscal year 2025, 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 2025, other than the current Chair of the Board, Mr. Mendenhall, who received 7,360 RSUs on May 9, 2025 and Mr. Bazaar and Mr. Grimm who joined the Board in 2026, each other non-employee director received an award of 6,729 RSUs on May 9, 2025. These awards will vest on the day immediately prior to the 2026 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 2025 regarding the compensation awarded to, earned by or paid to persons who served as our non-employee directors during fiscal year 2025.

  26. Non-employee Director Compensation for Fiscal Year 2025

    | Director Compensation - Fiscal Year 2025 | | | | | Name | Fees Earned or Paid in Cash | Stock Awards (1) | Total | | Dudley W. Mendenhall | $190,000 | $175,000 | $365,000 | | Thomas E. Duncan | $97,500 | $160,000 | $257,500 | | Elizabeth A. Fetter | $107,500 | $160,000 | $267,500 | | Jean H. Hlay | $115,000 | $160,000 | $275,000 | | Sidney Johnson | $100,000 | $160,000 | $260,000 | | Ted D. Waitman | $100,000 | $160,000 | $260,000 |

  27. Non-employee Director Compensation for Fiscal Year 2025

    (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 2025 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 nine is the appropriate number of directors to have on the Board until this year’s Annual Meeting of Stockholders, and seven directors thereafter. 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. Under a cooperation agreement that the Company entered into with Engine Capital, as disclosed in the Current Report on Form 8-K filed February 9, 2026 with the SEC, the Company agreed to: appoint, and has appointed, Alan L. Bazaar and Douglas J. Grimm to the Board; and nominate and recommend, support and solicit proxies for the election of Mr. Grimm to the Board at the Annual Meeting.

  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 are as follows:

  30. Certain Information Regarding our Directors and Executive Officers

    | Name | Age | Class | Position | | Michael C. Dennison | 58 | II | Director and CEO | | Dennis C. Schemm | 60 | — | CFO | | Brendan R. Enick | 42 | — | CAO and Treasurer | | Toby D. Merchant | 47 | — | CLO, Chief Compliance Officer and Secretary | | Dudley W. Mendenhall | 71 | I | Chair of the Board | | Alan L. Bazaar | 56 | II | Director | | Thomas E. Duncan | 61 | III | Director | | Elizabeth A. Fetter | 67 | I | Director | | Douglas J. Grimm | 64 | I | Director | | Jean H. Hlay | 66 | III | Director | | Sidney Johnson | 64 | II | Director | | Ted D. Waitman | 76 | II | Director |

  31. Executive Summary

    | Incentive & Primary Measures | Performance Goals | 2025 Payout | Prior Cycle Payout | | Annual Incentive 2025 Adjusted EBITDA | •Set in early 2025 •Target goal set based on budget, which was above 2024 actual result | •70% of target | •2024 no payout | | 2023-2025 PSUs 3-Year Average Return on Invested Capital and Cumulative 3-year FCF | •Set in early 2023 for the full three years with all goals set higher than the 2022-2024 cycle •Target goals set based on the 3-year budget/forecast | •No payout | •2022-2024 cycle no payout |

  32. 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. Role of the Independent Consultant For officer compensation-related decisions, an independent executive compensation consultant, Pay Governance, was engaged to advise the Committee. In 2025, 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, 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 2025 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 2025, 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 executive compensation program and set target pay levels. Until May 2025, the prior Pay Peer Group was used for market pay benchmarking. This group was developed in 2021, consisting of 17 companies (listed below) that were selected to represent comparable companies based on consideration of many factors that were considered relevant at the time.

  33. Oversight and Compensation Process and Framework

    2026 Peer Group Change: Effective starting after the May 2025 Committee meeting, the Pay Peer Group was revised as discussed below. At the May 6, 2025 meeting, the Committee approved a new Pay Peer Group to be used going forward for market pay benchmarking analyses. The selected comparator group was fully reevaluated and revised to better align to Fox Factory’s current annual revenues. The new peer group removes eight prior peers that were primarily significantly larger and added six new peers resulting in the median revenue of the new Pay Peer Group near the Company’s revenue. The 15 companies in the new Pay Peer Group focus on consumer discretionary companies with generally one or more high-growth segments/brands and have companies representing several industries, including consumer durables, leisure and recreational goods, and automotive components. At the time of selection, 60% of the companies were included in one or more of the comparator groups used by the proxy advisory firms. The Company’s 2024 revenues of $1.4 billion were 92% of the new group’s median 2024 revenues of $1.5 billion.

  34. Oversight and Compensation Process and Framework

    Performance Measure Selection and Goal Setting For 2025, we tied annual incentive cash awards to adjusted EBITDA and the earning of PSUs to adjusted EBITDA margin (which is adjusted EBITDA divided by total sales), reflecting our focus on profitability and cost management. These performance measures were deemed by the Committee and management as the most important in executing our business strategy as we navigate a challenging operating environment and position the Company for its next stage of profitable growth. The two performance measures reflect our current focus on the income statement (particularly sales, costs and earnings) as we work as a team during this time of market instability to simultaneously optimize our earnings dollars (adjusted EBITDA) and incremental earnings generated from each dollar of sales (adjusted EBITDA margin). These two measures motivate our team to execute the appropriate cost, product innovation and other operational initiatives while considering the impact on the dollars generated and margin earned. 2026 Design Change: Effective for 2026, we reverted to our 2023-2025 PSU structure of using ROIC and FCF, equally weighted, with full three-year goals set at date of grant for the 2026-2028 period. Target goals were set based on the budget/forecast in early 2026 with the resulting target goals requiring significant improvement over the Company’s 2025 results. We set rigorous goals that reflect current and expected economic and business conditions at the start of the performance period. The Committee reviews the annual and long-range financial plans, recommendations from management, receives input from the independent compensation consultant and reviews performance of the open incentive periods prior to approving the goals for the incentive plan metrics which are tied to long-term stockholder value. The goals applicable to the 2025 performance-based incentives were set based on the Board-approved budget, with the target goals set at a performance level which at the time was anticipated to be challenging but achievable. The threshold goals were set at a performance level at which the Committee believed a portion of the award should be earned. The maximum goals were established well above target, requiring significant achievements and reflecting a performance level at which the Committee believed earning a 200% target award was warranted. The Company operates in some businesses that can be highly cyclical with significantly increased volatility and uncertainty since 2023, particularly as key OEM customers have been negatively impacted by changes in consumer discretionary spending. Forecasts of industry and macro conditions are part of the Company’s budgeting process, which is the basis for the financial goals that are set each year to have comparable degrees of difficulty based on the challenges and opportunities forecasted at the start of the year. Prior to 2023, in most years’ target goals were set above the prior year actual results and target goals. For 2025, the annual cash incentive adjusted EBITDA target goal was set approximately 20% above the actual results for the prior year. At the start of each year, the intent is to have appropriately challenging, stretch target goals. Recent Incentive Payouts and Outstanding Cycle Update In structuring the executive pay program and setting incentive goals, the Committee also considers various P4P perspectives, including emphasis on incentive award opportunities, recent incentive payouts and tracking of outstanding PSU cycles as well as the sensitivity of pay opportunities to our stock price and financial performance. As summarized below, the officer pay program has strong P4P alignment. •Target pay mix heavily weights incentives: Majority (over 75%) of NEO target pay provided through incentives, including one-half of the long term incentive (“LTI”) award opportunity in the form of PSUs. •Recent incentive payouts have declined commensurate with our results: The 2025 annual incentive payout of 70% of target followed a 0% payout for both 2023 and 2024, resulting in a three-year average of 23% of target. A 0% PSU payout for each of the 2023-2025 and 2022-2024 performance periods followed a 200% payout for the 2021-2023 performance period, resulting in a three-year average of 67% of target. (Note: 2021 was the first year of granting PSUs.) •No discretion applied in determining 2025 payouts: The Committee did not apply any discretion in finalizing the 2025 incentive payouts. Management discussed with the Committee the impact of material unplanned/unbudgeted items during the year, including the impact of tariffs, and decided to not apply any adjustment to incentives for the 2025 realized net tariff impact of approximately $25 million. •Value of earned and outstanding equity awards has been lower than the grant values shown in the Summary Compensation Table (“SCT”). As prescribed by the SEC, the SCT reports the grant date value of equity awards at the time of grant. The reported value of our 2025 equity awards are based on the March 4, 2025 stock price at grant and further assumes target performance is achieved for the PSUs. Due to the stock price decline from the grant date to when 2025 performance year results were reviewed and approved on February 24, 2026, the value of earned shares and outstanding 2025-2027 PSU and RSU awards for the CEO is approximately $1.8 million lower than the values shown in the SCT. •Direct multi-year alignment of pay and performance. Multi-year P4P alignment is shown below for the CEO in two perspectives: 1.Target TDC Opportunity versus Realizable Pay (Internal View). Compares target total direct compensation (“TDC Opportunity”), which is the sum of salary, regular target annual cash bonus and regular annual long-term incentive target equity grant values, to the value of these elements at the end of 2025 (“Realizable Pay”). Realizable Pay is the sum of salary, actual annual cash payouts and the value of equity awards using 2025 year end stock price (January 2, 2026) and considering estimated payout levels for PSUs. Due to the decline in stock price from the date of grant of various awards through the end of 2025 and incentive payouts that have been earned or are estimated to be earned at or below target levels, Realizable Pay is significantly lower than the Target TDC Opportunity. As shown below, the CEO’s aggregate three-year Target TDC Opportunity was $22.4 million and three-year Realizable Pay, valued as of the end of fiscal 2025, was $8.9 million a decline of $13.5 million (60% below Target TDC), reflecting strong P4P alignment. 2.Realizable Pay versus Pay Peer Group (Relative View). Compares CEO pay and total stockholder return over a three-year period for our new Pay Peer Group on a relative percentile rank basis. Due to the timing of availability of Pay Peer Group proxy pay disclosures, the three years covered are for 2022, 2023, and 2024 with the value of equity calculated using the stock price at the end of fiscal 2024. The results of this assessment show that our CEO Realizable Pay and relative TSR were both at the 25th percentile of our new Pay Peer Group – demonstrating strong alignment of outcome-based compensation and stockholder returns. •Pay versus Performance section also highlights pay variability. As shown starting on page 54, our CEO’s Compensation Actually Paid (“CAP”) has been considerably lower than Summary Compensation Table (“SCT”) pay in each of the last five years except for 2021 when our stock price increased significantly during that year. CAP, unlike SCT compensation, is adjusted for actual and estimated financial performance and stock price changes as of the end of each year, and is another strong indication of how our compensation program is directly aligned to performance. Compensation and Governance Best Practices

  35. 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 following a three-year performance period ✓ 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 |

  36. 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 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 performance period 2026-2028 reverts to typical market design of all PSU goals set at grant 2026-2028 PSU metrics ROIC and Free Cash Flow | PSUs Variable At-Risk Performance-Based Pay | •Accounts for 50% of the officers’ total LTI award opportunity •Provides opportunity to earn shares after completion of 3-year performance period •2025-2027 is the last LTI transition cycle that set annual goals at the start of each year •2026-2028 cycle reverts to our prior structure of setting full 3-year goals at the start of the period (set in February 2026) | •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 |

  37. Compensation Program

    (1) This table does not describe the other benefits and officer perquisites provided by the Company, which are summarized in Benefits and Officer Perquisites. Target Pay Mix Our executive 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 and other NEOs for fiscal year 2025. 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 2025 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 2024) and increases became effective at the start of the year (January 2025). The table below summarizes base salaries for our NEOs approved by the Committee for fiscal year 2025, as well as the base salary percentage increase over fiscal year 2024 base salaries. The base salary increases varied based on consideration of the factors listed above.

  38. 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% | $151 | $201 | $251 | $171 | 70% | N/A | N/A | 70% | | Dennis C. Schemm | 85% | 75% | $151 | $201 | $251 | $171 | 70% | 25% | 125% | 84% | | Brendan Enick | 50% | 75% | $151 | $201 | $251 | $171 | 70% | 25% | 125% | 84% | | Toby D. Merchant | 65% | 75% | $151 | $201 | $251 | $171 | 70% | 25% | 125% | 84% |

  39. Compensation Program

    In 2025, to shift the earning and payout of a portion of the annual cash opportunity to align to stock price performance over a two-year period, the Company provided an elective opportunity for the NEOs and other executives to select a two-year PSU in lieu of 50% of their target cash award opportunity. This portion of the award opportunity, which is earned for adjusted EBITDA results (not individual performance), was matched one-for-one with the number of PSUs determined at date of grant in March 2025. The higher performance-based award opportunity for the two-year PSU reflects the doubling of the vesting period duration (change from a one-year vesting period to two years) and shift from cash to stock. The cash awards earned were paid in early 2026 and the earned PSU shares will vest in early 2027. All the NEOs irrevocably elected to participate in this opportunity. The table below presents the number of PSUs earned at 70% of target, based on $26.14 stock price on the award opportunity determination date of March 4, 2025. By the time cash bonus payments were made on March 13, 2026, the company’s common stock price had declined by 41% to $15.50, which commensurately reduced the value of the earned PSUs, further aligning compensation outcomes with the stockholder experience.

  40. Compensation Program

    | Name | PSUs Earned (#) | | Michael C. Dennison | 34,479 | | Dennis C. Schemm | 14,341 | | Brendan R. Enick | 5,437 | | Toby D. Merchant | 8,704 |

  41. 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 2025 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. The number of RSUs and PSUs to grant is determined by dividing the target dollar value by the stock price at date of grant and considers the level of share usage. As such, to deliver the same targeted grant dollar value in periods when the stock price appreciates (such as in 2021 to 2023) the number of shares to grant declines. Conversely, in periods when the stock price declines (such as in 2024 and 2025) the number of shares to grant rises. 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. 2026 Design Change: Effective for 2026, we reverted to using ROIC and FCF, equally weighted, with full three-year goals set at date of grant for the 2026-2028 period. Target goals were set based on the budget/forecast in early 2026 with the resulting target goals requiring significant improvement over the Company’s 2025 results. 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 presumably 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. 2025-2027 PSU and RSU Awards The table below presents the number of shares, at target, awarded to the NEOs in March 2025 based on the target LTI award opportunities and stock price at grant. Consistent with last year, and reflecting conclusion of our two-year transition period for having PSUs reflect three sets of annual goals, the 2025 PSU awards have three independent one-year performance periods (2025, 2026, and 2027) 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 2028. The NEOs may earn between 0% and 200% of the target PSUs.

  42. Compensation Program

    | Name | PSU(1) | RSU | | Michael C. Dennison | 103,290 | 103,290 | | Dennis C. Schemm | 24,867 | 24,867 | | Brendan R. Enick | 6,695 | 6,695 | | Toby D. Merchant | 16,259 | 16,259 |

  43. Compensation Program

    (1)The 2025 PSU awards were approved in full by the Compensation Committee in early 2025. 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 one-third of the approved shares each year. The table below presents the PSU grants, at target, issued in March 2025 for the 2025 performance period. 2025 Portion of the 2024-2026 and 2025-2027 PSU Awards The table below presents one-third of the PSU award opportunity, at target, for which goals were set at the start of 2025 for the two overlapping three-year PSU cycles.

  44. Compensation Program

    | Name | 2024-2026 PSU (2025 Portion) | 2025-2027 PSU (2025 Portion) | | Michael C. Dennison | 18,515 | 34,430 | | Dennis C. Schemm | 4,237 | 8,289 | | Brendan R. Enick | 1,247 | 2,232 | | Toby D. Merchant | 2,671 | 5,420 |

  45. Compensation Program

    As shown below, the 2025 actual adjusted EBITDA margin of 12.0% was at the threshold goal for this year, resulting in 50% of the target award being earned for the second one-third of the 2024-2026 PSU Awards and the first one-third of the 2025-2027 PSU Awards. Upon completion of the three-year performance cycle, we will present a table in the 2027 proxy showing the 2024-2026 performance goals and results with any shares earned, which would vest in early 2027.

  46. Compensation Program

    2023-2025 PSU Awards In early 2023, the performance goals presented below were established by the Committee for the three-year PSU performance cycle, 2023 to 2025, for ROIC and 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.

  47. 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 2025 executive officer pay practices and to provide their professional opinion relative to risk assessment of the executive 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 executive 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 executive compensation program does not encourage excessive risk taking by executives.

  48. Summary Compensation Table - Fiscal Years 2025, 2024, and 2023

    Summary Compensation Table - Fiscal Years 2025, 2024, and 2023 The following table sets forth certain information with respect to the compensation of our NEOs for the fiscal years ended January 2, 2026, January 3, 2025, and December 29, 2023:

  49. Summary Compensation Table - Fiscal Years 2025, 2024, and 2023

    | | | | | Stock Awards(3) ($) | | | | | | | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Elective Cash-to-PSU Conversion | RSU Award | PSU Award(4) | Revenue Growth Outperformance Award | All Other Compensation (5) ($) | Total ($) | | Michael C. Dennison | 2025 | $1,029,192 | $450,625 | $1,287,526 | $2,700,001 | $2,700,001 | $— | $67,456 | $8,234,801 | | CEO and President | 2024 | $999,519 | $— | $— | $2,600,046 | $2,600,015 | $1,250,014 | $56,727 | $7,506,321 | | | 2023 | $974,038 | $— | $— | $2,500,015 | $2,500,015 | $— | $59,635 | $6,033,703 | | Dennis C. Schemm(6) | 2025 | $629,031 | $224,241 | $535,504 | $650,023 | $650,023 | $— | $68,045 | $2,756,867 | | CFO | 2024 | $593,154 | $— | $— | $595,038 | $595,002 | $600,011 | $85,547 | $2,468,752 | | | 2023 | $396,154 | $— | $— | $695,135 | $495,078 | $— | $38,990 | $1,625,357 | | Brendan R. Enick(7) | 2025 | $405,381 | $85,007 | $203,003 | $175,007 | $175,007 | $— | $61,488 | $1,104,893 | | CAO and Treasurer | 2024 | $382,462 | $— | $— | $175,044 | $175,023 | $350,045 | $48,592 | $1,131,166 | | | 2023 | $— | $— | $— | $— | $— | $— | $— | $— | | Toby D. Merchant | 2025 | $498,923 | $136,094 | $325,025 | $425,010 | $425,010 | $— | $68,335 | $1,878,397 | | CLO, Chief Compliance Officer and Secretary | 2024 | $459,702 | $— | $— | $375,044 | $375,042 | $450,031 | $51,393 | $1,711,212 | | | 2023 | $439,615 | $— | $— | $350,038 | $350,038 | $— | $36,584 | $1,176,275 |

  50. Summary Compensation Table - Fiscal Years 2025, 2024, and 2023

    (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 2025, 2024, and 2023 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 represent the aggregate grant date fair value of equity-based awards granted computed in accordance with FASB ASC Topic 718 pursuant to the 2022 Omnibus Plan. (4)The 2025 PSU awards were approved in full by the Compensation Committee, but goals for each of the three one-year periods are set by the Committee at the beginning of each year. Since grants cannot be issued until goals are set, the Company only issued one-third of the approved PSUs in 2025. Any earned awards will be paid in early 2028. The amounts in this column for fiscal year 2025 were computed using the closing price of the Company’s common stock on the grant date of the shares issued in 2025 and applied to the full target opportunity. Amounts are based on attainment at the target level. (5)The 2025 information for the dollar amounts found in the All Other Compensation column above can be found in the following table:

  51. Summary Compensation Table - Fiscal Years 2025, 2024, and 2023

    | 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 | $53,456 | $14,000 | $67,456 | | Dennis C. Schemm | $54,045 | $14,000 | $68,045 | | Brendan Enick | $47,488 | $14,000 | $61,488 | | Toby D. Merchant | $54,335 | $14,000 | $68,335 |

  52. Summary Compensation Table - Fiscal Years 2025, 2024, and 2023

    (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: $28,175 for Mr. Dennison, $36,244 for Mr. Schemm, $28,814 for Mr. Enick, and $31,202 for Mr. Merchant. (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 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 for fiscal year 2023 was not reported. 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.

  53. Grants of Plan-Based Awards Table - Fiscal Year 2025

    Grants of Plan-Based Awards Table - Fiscal Year 2025 The following table presents information concerning plan-based awards made in fiscal year 2025 to each of our NEOs:

  54. Grants of Plan-Based Awards Table - Fiscal Year 2025

    | | | Estimated Future Payouts under Non-Equity Plan Awards (1) | | | Estimated Future Payouts under Equity Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards (4) (S) | | Name | Grant Date | Threshold(3) ($) | Target ($) | Maximum (5) ($) | Threshold(3) (#) | Target (#) | Maximum(5) (#) | | | | Michael C. Dennison | | | | | | | | | | | RSUs | 3/4/2025 | | | | | | | 103,290 | $2,700,001 | | PSUs | 3/4/2025 | | | | 51,645 | 103,290 | 206,580 | | $2,700,001 | | Cash-to-PSU Conversion(6) | 3/4/2025 | | | | 24,628 | 49,255 | 98,510 | | $1,287,526 | | Cash Bonus | | $321,875 | $643,750 | $1,287,500 | | | | | | | Dennis C. Schemm | | | | | | | | | | | RSUs | 3/4/2025 | | | | | | | 24,867 | $650,023 | | PSUs | 3/4/2025 | | | | 12,434 | 24,867 | 49,734 | | $650,023 | | Cash-to-PSU Conversion(6) | 3/4/2025 | | | | 10,243 | 20,486 | 40,972 | | $535,504 | | Cash Bonus | | $133,875 | $267,750 | $535,500 | | | | | | | Brendan R. Enick | | | | | | | | | | | RSUs | 3/4/2025 | | | | | | | 6,695 | $175,007 | | PSUs | 3/4/2025 | | | | 3,348 | 6,695 | 13,390 | | $175,007 | | Cash-to-PSU Conversion(6) | 3/4/2025 | | | | 3,883 | 7,766 | 15,532 | | $203,003 | | Cash Bonus | | $50,750 | $101,500 | $203,000 | | | | | | | Toby D. Merchant | | | | | | | | | | | RSUs | 3/4/2025 | | | | | | | 16,259 | $425,010 | | PSUs | 3/4/2025 | | | | 8,130 | 16,259 | 32,518 | | $425,010 | | Cash-to-PSU Conversion(6) | 3/4/2025 | | | | 6,217 | 12,434 | 24,868 | | $325,025 | | Cash Bonus | | $81,250 | $162,500 | $325,000 | | | | | |

  55. Grants of Plan-Based Awards Table - Fiscal Year 2025

    (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 2025. (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 2025. The RSUs do not have “threshold” or “maximum” amounts. The PSU awards reflect the full amounts approved by the Compensation Committee, of which only one-third was issued in 2025 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 target value multiplied against the minimum threshold of 50%, 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 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 cash-to-PSU conversion 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 full amounts approved by the Compensation Committee, of which only one-third were issued in 2025 because grants cannot be issued until annual performance goals are set, and the Committee establishes these goals at the beginning of each year. (5)This maximum value is an estimate based on the target value multiplied against the maximum threshold of 200%, as approved by the Committee. (6)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 elective cash-to-PSU conversion opportunity.

  56. Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2025

    Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2025 The following table presents certain information concerning outstanding equity awards held by each of our NEOs as of January 2, 2026:

  57. Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2025

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(2) (3) (#) | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) (2) (3) ($) | | Michael C. Dennison | 6,932(4) | $120,755 | 55,544(7) | $967,576 | | | 34,243(5) | $596,513 | 26,704(8) | $465,184 | | | 103,290(6) | $1,799,312 | 103,290(9) | $1,799,312 | | | | | 49,255(10) | $858,022 | | Dennis C. Schemm | 1,776(4) | $30,938 | 12,711(7) | $221,426 | | | 7,837(5) | $136,521 | 12,818(8) | $223,290 | | | 24,867(6) | $433,183 | 24,867(9) | $433,183 | | | | | 20,486(10) | $356,866 | | Brendan R. Enick | 454(4) | $7,909 | 3,739(7) | $65,133 | | | 2,306(5) | $40,171 | 7,478(8) | $130,267 | | | 6,695(6) | $116,627 | 6,695(9) | $116,627 | | | | | 7,766(10) | $135,284 | | Toby D. Merchant | 971(4) | $16,915 | 8,012(7) | $139,569 | | | 4,940(5) | $86,055 | 9,614(8) | $167,476 | | | 16,259(6) | $283,232 | 16,259(9) | $283,232 | | | | | 12,434(10) | $216,600 |

  58. Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2025

    (1)Based on a fair market value of our common stock on January 2, 2026, the last trading day of fiscal year 2025, of $17.42 per share. (2)Amounts are shown at target attainment. (3)This column includes the second- and third-year guaranteed issuances of the 2025 PSUs and the third-year guaranteed issuances of the 2024 PSUs that have not been granted due to GAAP accounting guidelines. (4)Represents unvested RSUs that will become vested on February 27, 2026. (5)Represents unvested RSUs that will become vested in substantially equal annual installments on February 27, 2026 and February 27, 2027. (6)Represents unvested RSUs that will become vested in substantially equal annual installments on March 4, 2026, March 4, 2027, and March 4, 2028. (7)Represents unvested PSUs that are scheduled to vest in a single installment on January 1, 2027 based on our adjusted EBITDA margin performance for performance cycle 2024-2026. (8)Represents unvested Revenue Growth Outperformance Awards that are scheduled to vest on December 31, 2027, contingent upon our annual revenue results by the end of fiscal year 2027. At the end of fiscal year 2024, achievement of the revenue growth outperformance goal was deemed improbable. (9)Represents unvested PSUs that are scheduled to vest in a single installment on December 31, 2027 based on our adjusted EBITDA margin performance for performance cycle 2025-2027. (10)Represents unvested Cash-to-PSU Conversion Awards that are scheduled to vest in a single installment on March 4, 2027. The NEOs earned these awards at 70% of target. 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.

  59. Stock Vested Table - Fiscal Year 2025

    Stock Vested Table - Fiscal Year 2025 The following table presents certain information concerning the vesting of stock, including RSUs, during fiscal year 2025 for each of our NEOs on an aggregated basis:

  60. Stock Vested Table - Fiscal Year 2025

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting ($) | | Michael C. Dennison | 30,257(2) | $770,948 | | Dennis C. Schemm | 5,694(3) | $137,411 | | Brendan R. Enick | 1,605(4) | $38,938 | | Toby D. Merchant | 4,268(5) | $108,749 |

  61. Stock Vested Table - Fiscal Year 2025

    (1)Does not give effect to the shares withheld to satisfy tax obligations. (2)Reflects the vesting of RSUs on February 27, 2025. (3)Reflects the vesting of RSUs on February 27, 2025 and May 2, 2025. (4)Reflects the vesting of RSUs on February 27, 2025 and May 2, 2025. (5)Reflects the vesting of RSUs on February 27, 2025.

  62. 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 2, 2026.

  63. 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) | $39,615 | $39,615 | $1,069,615 | $1,069,615 | $— | | Cash Bonus (2) | — | 450,625 | 450,625 | 450,625 | — | | RSUs (3) | — | — | — | 2,516,580 | — | | PSUs (3) | — | — | — | 4,090,111 | — | | Benefits and Perquisites | — | — | 53,000 | 53,000 | — | | Total | $39,615 | $490,240 | $1,573,240 | $8,179,931 | $— | | Dennis C. Schemm | | | | | | | Cash Compensation (1) | $24,231 | $24,231 | $654,231 | $654,231 | $— | | Cash Bonus (2) | — | 224,241 | 224,241 | 224,241 | — | | RSUs (3) | — | — | — | 600,642 | — | | PSUs (3) | — | — | — | 1,234,764 | — | | Benefits and Perquisites | — | — | 54,000 | 54,000 | — | | Total | $24,231 | $248,472 | $932,472 | $2,767,878 | $— | | Brendan R. Enick | | | | | | | Cash Compensation (1) | $15,615 | $15,615 | $421,615 | $421,615 | $— | | Cash Bonus (2) | — | 85,007 | 85,007 | 85,007 | — | | RSUs (3) | — | — | — | 164,706 | — | | PSUs (3) | — | — | — | 447,363 | — | | Benefits and Perquisites | — | — | 47,000 | 47,000 | — | | Total | $15,615 | $100,622 | $553,622 | $1,165,691 | $— | | Toby D. Merchant | | | | | | | Cash Compensation (1) | $19,231 | $19,231 | $519,231 | $519,231 | $— | | Cash Bonus (2) | — | 136,094 | 136,094 | 136,094 | — | | RSUs (3) | — | — | — | 386,201 | — | | PSUs (3) | — | — | — | 806,912 | — | | Benefits and Perquisites | — | — | 54,000 | 54,000 | — | | Total | $19,231 | $155,325 | $709,325 | $1,902,438 | $— |

  64. 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 2, 2026, 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.

  65. 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 2025, the median annual total compensation of all employees of FOX (other than our CEO) was $31,372. The annual total compensation of our CEO was $8,234,801, 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 2025 was approximately 262 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 2, 2026, the last day of FOX’s prior fiscal year, as the date upon which we would identify the “median employee.” •As of this date, our employee population consisted of approximately 3,733 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 2, 2026 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 2025 total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

  66. 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.

  67. 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(4) | Net Income (Loss) | Adjusted EBITDA (5) | | 2025 | $8,234,801 | $3,307,746 | $1,913,386 | $1,077,362 | $16.48 | $83.14 | $(544,720,290) | $168,356,121 | | 2024 | $7,506,321 | $322,173 | $1,761,001 | $557,342 | $28.54 | $103.87 | $6,512,072 | $167,013,046 | | 2023 | $6,033,703 | $2,384,938 | $976,966 | $593,856 | $63.84 | $113.25 | $120,836,623 | $261,048,074 | | 2022 | $7,701,102 | $(784,351) | $1,781,723 | $355,598 | $86.30 | $114.53 | $205,277,739 | $321,831,275 | | 2021 | $7,817,826 | $15,024,562 | $1,597,907 | $3,525,371 | $160.91 | $121.18 | $163,817,937 | $263,949,984 |

  68. 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)The “Peer Group” referenced in this column is the prior Pay Peer Group, which was developed in 2021, as disclosed in the “Compensation Discussion and Analysis” section of this Proxy Statement. The updated Pay Peer Group, approved by the Compensation Committee in May 2025, was not used to calculate Peer Group TSR for 2025 as the 2025 target pay was evaluated against the prior Pay Peer Group. (5)Adjusted EBITDA is equal to FOX’s net income adjusted for goodwill impairment, intangible and long-lived asset impairment, 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, and strategic transformation costs. To calculate 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:

  69. 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 | | | | | | | | 2025 | $8,234,801 | $(6,687,528) | $3,060,802 | $(1,158,424) | $(141,905) | $3,307,746 | | 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 | | Average for Other NEOs (5) | | | | | | | | 2025 | $1,913,386 | $(1,187,871) | $543,838 | $(170,698) | $(21,293) | $1,077,362 | | 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 |

  70. 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 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 CAP to our CEO and other NEOs in fiscal year 2025, calculated in accordance with SEC regulations, to Company performance. The role of each of these performance measures on our NEOs' compensation is discussed in the CD&A above.

  71. Pay vs. Performance

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

  72. 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 CAP to our CEO and, on average, to our other NEOs, for the fiscal years 2025, 2024, 2023, 2022 and 2021.

  73. Stockholder Director Nominees

    Stockholder Director Nominees See “Nominations of Directors - Consideration of Director Nominees.” To be timely under our Bylaws, stockholders must submit written director candidate nominations for the 2027 Annual Meeting of Stockholders no earlier than January 8, 2027, and no later than February 7, 2027; however, because February 7, 2027 is not a business day, the notice must be received no later than the close of business on February 5, 2027. 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 9, 2027, unless the date of the 2027 Annual Meeting of Stockholders has been changed by more than 30 days from the previous year's Annual Meeting of Stockholders. If the 2027 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 2026 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.