Independent
Tenure on this board
9.0 yrs
2 nominees · 3 ballot items.
Stockholders will vote to (1) elect two Class I directors, (2) ratify Grant Thornton LLP as the independent auditors for fiscal 2026, and (3) cast a non-binding advisory vote to approve the Company’s executive compensation.
Elect Elizabeth A. Fetter and Douglas J. Grimm as Class I directors to serve until the 2029 Annual Meeting of Stockholders.
Ratify the appointment of Grant Thornton LLP as Fox Factory’s independent registered public accounting firm for the fiscal year ending 2026.
Non-binding, advisory vote to approve the Company’s executive compensation as disclosed in the Compensation Discussion and Analysis and related tables.
This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s executive compensation as described in the proxy (CD&A, compensation tables, and narrative). Management seeks this approval to validate its pay philosophy and maintain alignment between executive incentives and stockholder interests; the Board recommends approval as an affirmation that the program remains appropriately structured. The Compensation Committee emphasizes a pay mix that is predominantly at-risk and performance-based — including annual cash incentives tied to adjusted EBITDA and multi-year PSUs tied to ROIC and free cash flow — to align management rewards to company financial performance and long-term stockholder value. The proposal comes after a year of challenging operating results and active stockholder engagement; management has made program revisions (e.g., reinstating ROIC and FCF for 2026 PSUs and setting full three-year PSU targets at grant) in response to investor feedback. Opponents may point to prior Say-on-Pay support of ~67% in 2025 and recent negative operating outcomes (including impairment charges) as reasons to withhold support, arguing that realized executive pay outcomes have not tracked stockholder returns. Management counters that realized compensation has declined materially relative to targeted compensation due to poor performance and stock price declines, and that the Committee conducted outreach and adjusted metrics and disclosures to improve alignment and transparency. The vote is advisory only, so a failure to approve would not directly change previously awarded compensation but would require the Board and Compensation Committee to consider stockholder views when setting future pay. The Board’s recommendation stresses governance features such as clawback policy, stock ownership guidelines, and independent consultant engagement as additional safeguards supporting the current program.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RWWM, Inc. | 13.2% | 5,533,072 | $91M |
| 2 | BlackRock, Inc. | 10.6% | 4,433,511 | $73M |
| 3 | Engine Capital Management, LPActivist | 4.8% | 2,026,230 | $33M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 1,820,636 | $30M |
| 5 | Estuary Capital Management LP | 4.3% | 1,815,271 | $30M |
| 6 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 1,813,907 | $30M |
| 7 | STATE STREET CORP | 3.9% | 1,617,030 | $27M |
| 8 | Nantahala Capital Management, LLC | 3.5% | 1,488,300 | $24M |
| 9 | BlackRock, Inc. | 3.1% | 1,280,361 | $21M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.9% | 1,225,810 | $20M |
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