Fox Factory Holding Corp. · NASDAQ:FOXF
Fox Factory — Proxy Contest (April 2024)
10 slides from Fox Factory's proxy contest presentation, Apr 22, 2024
Slide 1: Fox Factory Holding Corp. proxy filing cover
FOX FACTORY HOLDING CORP. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement if other than Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title
Slide 2: Supplement to Definitive Proxy Statement
Supplement to Definitive Proxy Statement For the 2024 Annual Meeting of Stockholders To be Held on May 3, 2024 April 22, 2024 Dear Stockholders of Fox Factory Holding Corp., On behalf of the Board of Directors of Fox Factory Holding Corp. (the “Company”,” we,” “us,” or “our”), we are writing to enco
Slide 3: Elizabeth A. Fetter, Chair, Compensation Committee
Elizabeth A. Fetter Chair, Compensation Committee
Slide 4: Investor Outreach
Slide 5: Overview
Overview + This reference document covers the following topics: Executive Summary / Key Messages (including Say-on-Pay voting history) Role of Our Compensation Committee Executive Compensation Goals and Objectives 2023 Officer Incentive Compensation Programs 2021-2023 Performance-Based RSU Payout ak
Slide 6: Executive Summary / Key Messages
Executive Summary / Key Messages . We havea history of aligning pay with performance that has been strongly supported by our stockholders with five-year average Say on Pay support of 97.0%, which exceeds the 5-year average Say on Pay support for Russell 3000 companies over the same time period (90.5
Slide 7: Role of Our Compensation Committee
Role of Our Compensation Committee + Our Compensation Committee consists of four of Fox’s independent directors: Elizabeth A. Fetter (Committee Chair), Dudley W. Mendenhall (Non-Executive Board Chair), Jean H. Hlay and Sidney Johnson. + Our Committee considers a variety of factors when making execut
Slide 8: Executive Compensation Goals and Objectives
Executive Compensation Goals and Objectives 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-te
Slide 9: 2023 Officer Incentive Compensation Programs
2023 Officer Incentive Compensation Programs FOX FACTORY Dennison, Humphrey Adjusted EBITDA 100% Schemm, Merchant, Tutton, Adjusted EBITDA 75% Fletcher ivi 9 $0 Individual Performance 25% Adjusted EBITDA 50% Torres $0 Individual Performance 50% RsuU® RsuU™ PBRSU?) PBRSU®) Perf. | PBRSU() Metrics and
Slide 10: 2021-2023 Performance-Based RSU Payout
-2023 Performance-Based RSU Payout + As disclosed in our proxy filing, the formula for determining achievement of the three-year long-term incentive goals resulted in achievement of 162.5% of the target. This amount was adjusted upward by the Committee to 200% of the target for the impact of the UAW