Fox Factory Holding Corp

1. 1

   Elect two Class I directors

   ManagementBoard: FOR

   Elect Elizabeth A. Fetter and Douglas J. Grimm as Class I directors to serve until the 2029 Annual Meeting of Stockholders.

2. 2

   Ratify appointment of Grant Thornton LLP as independent public accountants

   ManagementBoard: FOR

   Ratify the appointment of Grant Thornton LLP as Fox Factory’s independent registered public accounting firm for the fiscal year ending 2026.

3. 3

   Advisory vote to approve the Company’s executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the Company’s executive compensation as disclosed in the Compensation Discussion and Analysis and related tables.

   More detail

   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.

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When is the Fox Factory Holding Corp 2026 annual meeting?

Fox Factory Holding Corp (FOXF) holds its 2026 annual shareholder meeting on Friday, May 8, 2026.

What is the record date for the Fox Factory Holding Corp 2026 meeting?

The record date for the Fox Factory Holding Corp 2026 meeting is Tuesday, March 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Fox Factory Holding Corp's 2026 meeting?

The board is presenting 2 director nominees at the Fox Factory Holding Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Fox Factory Holding Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Fox Factory Holding Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.