Fox Factory Holding Corp. DEF 14A Filing

TL;DR

<b>Fox Factory Holding Corp. files its Definitive Proxy Statement for the period ending December 29, 2023.</b>

AI Summary

FOX FACTORY HOLDING CORP (FOXF) filed a Proxy Statement (DEF 14A) with the SEC on March 20, 2024. This filing is a Definitive Proxy Statement (DEF 14A) for Fox Factory Holding Corp. The filing covers the period ending December 29, 2023. The company's principal executive offices are located at 2055 Sugarloaf Circle, Suite 300, Duluth, GA 30097. The filing includes information on equity awards granted to both PEO and Non-PEO members. The SIC code for Fox Factory Holding Corp. is 3751 (Motorcycles, Bicycles & Parts).

Why It Matters

For investors and stakeholders tracking FOX FACTORY HOLDING CORP, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, board nominations, and other matters to be voted on at the company's annual meeting. Shareholders can use this document to make informed decisions about their investment and their voting rights in Fox Factory Holding Corp.

Risk Assessment

Risk Level: low — FOX FACTORY HOLDING CORP shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosure information without immediate financial or operational performance indicators.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions to understand potential impacts on corporate governance and shareholder value.

Key Numbers

• 2024-03-20 — Filing Date (Date the DEF 14A was filed)
• 2023-12-29 — Period of Report End Date (Fiscal year end date)
• 3751 — SIC Code (Standard Industrial Classification)

Key Players & Entities

• FOX FACTORY HOLDING CORP (company) — Filer name
• 2055 SUGARLOAF CIRCLE, SUITE 300 (address) — Business and Mail Address
• DULUTH (location) — City for Business and Mail Address
• GA (location) — State for Business and Mail Address
• 30097 (postal_code) — ZIP code for Business and Mail Address
• 831-274-6500 (phone_number) — Business Phone

FAQ

Industry Context

Fox Factory Holding Corp. operates within the manufacturing sector, specifically producing parts for motorcycles and bicycles.

Regulatory Implications

This filing is a standard regulatory disclosure under the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders.

What Investors Should Do

1. Review the proxy statement for details on executive compensation packages and any proposed amendments.
2. Examine the list of nominees for the board of directors and their qualifications.
3. Understand the proposals being put forth for shareholder vote and the company's recommendations.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure and does not represent a change from previous periods in terms of filing type.

Key Financial Figures

• $1,464.2 million — . 2 Fiscal Year 2023 RESULTS Sales $1,464.2 million Net income $120.8 million Earnings
• $120.8 million — S Sales $1,464.2 million Net income $120.8 million Earnings per diluted share $2.85 Ad
• $2.85 — .8 million Earnings per diluted share $2.85 Adjusted net income* $167.5 million
• $167.5 million — uted share $2.85 Adjusted net income* $167.5 million Adjusted earnings per diluted share*
• $3.95 — Adjusted earnings per diluted share* $3.95 Adjusted EBITDA* $261.0 million * R
• $261.0 million — diluted share* $3.95 Adjusted EBITDA* $261.0 million * Reconciliations of non-GAAP measure

Filing Documents

• foxf-20240320.htm (DEF 14A) — 1123KB
• foxf-20240320_g1.gif (GRAPHIC) — 3KB
• foxf-20240320_g10.jpg (GRAPHIC) — 3763KB
• foxf-20240320_g11.jpg (GRAPHIC) — 3053KB
• foxf-20240320_g12.jpg (GRAPHIC) — 3180KB
• foxf-20240320_g13.jpg (GRAPHIC) — 3075KB
• foxf-20240320_g14.jpg (GRAPHIC) — 49KB
• foxf-20240320_g15.jpg (GRAPHIC) — 84KB
• foxf-20240320_g16.jpg (GRAPHIC) — 80KB
• foxf-20240320_g17.jpg (GRAPHIC) — 73KB
• foxf-20240320_g18.jpg (GRAPHIC) — 80KB
• foxf-20240320_g19.jpg (GRAPHIC) — 74KB
• foxf-20240320_g2.jpg (GRAPHIC) — 4KB
• foxf-20240320_g20.jpg (GRAPHIC) — 106KB
• foxf-20240320_g21.jpg (GRAPHIC) — 98KB
• foxf-20240320_g22.jpg (GRAPHIC) — 98KB
• foxf-20240320_g23.jpg (GRAPHIC) — 68KB
• foxf-20240320_g24.jpg (GRAPHIC) — 209KB
• foxf-20240320_g25.jpg (GRAPHIC) — 118KB
• foxf-20240320_g26.jpg (GRAPHIC) — 61KB
• foxf-20240320_g3.jpg (GRAPHIC) — 13KB
• foxf-20240320_g4.jpg (GRAPHIC) — 232KB
• foxf-20240320_g5.jpg (GRAPHIC) — 65KB
• foxf-20240320_g6.jpg (GRAPHIC) — 48KB
• foxf-20240320_g7.jpg (GRAPHIC) — 72KB
• foxf-20240320_g8.jpg (GRAPHIC) — 3080KB
• foxf-20240320_g9.jpg (GRAPHIC) — 2332KB
• 0001424929-24-000035.txt (&nbsp;) — 56097KB
• foxf-20240320.xsd (EX-101.SCH) — 3KB
• foxf-20240320_def.xml (EX-101.DEF) — 4KB
• foxf-20240320_lab.xml (EX-101.LAB) — 5KB
• foxf-20240320_pre.xml (EX-101.PRE) — 3KB
• foxf-20240320_htm.xml (XML) — 146KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 30 Compensation Discussion and Analysis 30 Summary Compensation Table - Fiscal Years 2023, 2022, and 2021 43 Grants of Plan-Based Awards Table - Fiscal Year 2023 45 Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2023 46 Stock Vested Table - Fiscal Year 2023 46 Equity Compensation Plan Information 47 Equity-Based Incentive Plans 47 Change of Control, Separation or Severance Benefits 51 Employment Agreements 52 Estimated Potential Payments upon Change of Control or Certain Termination Events 54 CEO Pay Ratio 55 Pay vs. Performance Comparison 56 COMPENSATION COMMITTEE REPORT 60 AUDIT COMMITTEE REPORT 63 ADVISORY VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION (Proposal 3) 64 ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION (Proposal 4) 65

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 66 DELINQUENT SECTION 16(a) REPORTS 68 SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2025 68 ATTENDING THE ANNUAL MEETING VIA WEBCAST 69 DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS 69 ANNEX A - NON-GAAP MEASURES A-1 This Proxy Statement and the accompanying materials contain "forward-looking" statements regarding Fox Factory Holding Corp.'s (the "Company") current expectations within the meaning of the applicable securities laws and regulations. Forward-looking statements generally are identified by words such as "may," "might," "will," "would," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "likely," "potential" or "continue" or other similar terms or expressions. All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond the Company's control and are difficult to predict. These risks and uncertainties include, but are not limited to, the factors and risks detailed in the Company filings with the Securities and Exchange Commission, including the sections entitled "Special Note Regarding Forward-Looking Statements' and "Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2023. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company's expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company's forward-looking statements and the Company undertakes no obligation to publicly u

View Full Filing

View this DEF 14A filing on SEC EDGAR