Proxy Statement (definitive) (def 14a)

Date : 03/26/2020 @ 8:07PM
Source : Edgar (US Regulatory)
Stock : Fox Factory Holding Corporation (FOXF)
Quote : 36.06  0.0 (0.00%) @ 1:00AM
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Proxy Statement (definitive) (def 14a)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x 
Filed by a Party other than the Registrant ¨

Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under § 240.14a-12
NEWFOXLOGOA011.GIF

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 of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

¨ Fee paid previously with preliminary materials.
¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:






TABLE OF CONTENTS
Page
LETTER TO STOCKHOLDERS
1
NOTICE OF ANNUAL MEETING
3
PROXY SUMMARY
5
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING
13
ELECTION OF CLASS I DIRECTORS (Proposal 1)
18
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal 2)
22
DIRECTOR COMPENSATION
24
CORPORATE GOVERNANCE
25
The Board of Directors
25
Certain Relationships and Related Transactions and Director Independence
27
Nominations of Directors and Diversity
27
Corporate Social Responsibility
28
Communications with the Directors
29
Board of Directors, Executive Officers and Committees
29
EXECUTIVE COMPENSATION
33
Compensation Discussion and Analysis
33
Summary Compensation Table - Fiscal Years 2019, 2018, and 2017
47
Grants of Plan-Based Awards Table - Fiscal Year 2019
49
Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2019
50
Option Exercises and Stock Vested Table - Fiscal Year 2019
50
Equity Compensation Plan Information
51
COMPENSATION COMMITTEE REPORT
61
AUDIT COMMITTEE REPORT
62
ADVISORY VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION (Proposal 3)
63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
64
DELINQUENT SECTION 16(a) REPORTS
65
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2021
66
ATTENDING THE VIRTUAL ANNUAL MEETING VIA WEBCAST
66
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
67
ANNEX A - NON-GAAP MEASURES
68
PROXY CARD*
70
*Please note that the location of the 2020 Annual Meeting of Stockholders has been updated since the proxy card was printed. The 2020 Annual Meeting of Stockholders will now be held virtually via webcast.
This Proxy Statement contains “forward-looking” statements regarding Fox’s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in the Company filings with the Securities and Exchange Commission, including the “Risk Factors” section of Fox Factory Holding Corp.’s Annual Report on Form 10-K for the fiscal year ended January 3, 2020. We assume no obligation to update any of these forward-looking statements.






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                  March 26, 2020
A Message from Our Board of Directors,
Thank you for your support of Fox Factory Holding Corp. in 2019. The Company achieved record financial results last year, demonstrating the management team’s ability to execute strategic initiatives across the Company’s diversified product portfolio. The Board not only committed significant time and discussion to advance these strategic priorities, but also dedicated its focus to continuously improving and adapting the Company’s corporate governance to best complement the evolving needs of the Company. As our 2020 Annual Meeting of Stockholders approaches, we would like to provide an update on matters that we believe are key to our stakeholders.
Following a vigorous succession planning process approved by the Board, Michael Dennison, FOX’s former President of Powered Vehicles Group, succeeded Larry Enterline as Chief Executive Officer when Mr. Enterline retired from his position on June 29, 2019. Mr. Enterline, after having led FOX for eight years as Chief Executive Officer, continues to serve our valued stockholders, customers, and employees as Executive Chair of the Board. Concurrently, former Chair, Dudley W. Mendenhall, became the Lead Independent Director of the Board on June 29, 2019.
Under Mr. Enterline's leadership, FOX transitioned from a private to publicly traded company on August 8, 2013 and generated a total stockholder return of over 300%. We believe the best leadership structure for the Board is for Mr. Enterline to continue working with Mr. Dennison and the management team on corporate strategy and business development initiatives as Executive Chair, with Mr. Mendenhall representing the strong independent voice of the non-executive directors as Lead Independent Director.
After more than 10 years with FOX, Zvi Glasman resigned from his role as Chief Financial Officer and Treasurer effective November 1, 2019. In connection with Mr. Glasman's resignation, the Board appointed John Blocher, who has been with FOX since 2012 and recently served as Senior Vice President, Finance of the Company, as the Company's Interim Chief Financial Officer and Interim Treasurer effective November 2, 2019.
We also welcomed Jean Hlay as the newest member of our Board on February 25, 2019. Ms. Hlay possesses over 25 years of executive and senior leadership experience in the consumer branded products manufacturing and distribution industries. The depth of Ms. Hlay’s financial, operational, and strategic expertise exceeds the criteria that the Nominating and Corporate Governance Committee identified and desired in a new Board member.
        The Board is committed to working closely with the management team to ensure FOX’s long-term strategic direction will continue to deliver value to all of its stockholders. We appreciate the important role that our stockholders play in our success, and are grateful for your continued support.
We are pleased to invite you to attend the 2020 Annual Meeting of Stockholders of Fox Factory Holding Corp., which will be held via webcast on Thursday, May 7, 2020, at 1:00 p.m. EDT. Please note that this year's Annual Meeting of Stockholders will be held in virtual meeting format only, which means that you will be able to participate in the meeting, vote and submit your questions during the meeting online by visiting www.virtualshareholdermeeting.com/FOXF2020. You will not be able to attend this year's Annual Meeting in person.

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We look forward to your participation in our 2020 Annual Meeting of Stockholders.     
Sincerely,       
/s/ Michael C. Dennison
Michael C. Dennison
Director and Chief Executive Officer
/s/ Larry L. Enterline
Larry L. Enterline
Director and Executive Chair of the Board
/s/ Dudley Mendenhall   
Dudley Mendenhall
Lead Independent Director
/s/ Thomas E. Duncan   
Thomas E. Duncan
Director
/s/ Elizabeth A. Fetter
Elizabeth A. Fetter
Director
/s/ Jean Hlay
Jean Hlay
Director
/s/ Ted Waitman
Ted Waitman
Director

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NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 7, 2020

        Fox Factory Holding Corp.’s 2020 Annual Meeting of Stockholders (the "Annual Meeting") will be held via webcast on Thursday, May 7, 2020, at 1:00 p.m. EDT. This year's Annual Meeting will be in virtual meeting format only, which means that you will be able to participate in the meeting, vote and submit your questions during the meeting online by visiting www.virtualshareholdermeeting.com/FOXF2020. You will not be able to attend the Annual Meeting in person.

The purposes of the meeting are:

1. To elect two Class I directors, described in the Proxy Statement, each to serve for a term to expire at the 2023 Annual Meeting of Stockholders;
2. To ratify the appointment of Grant Thornton LLP as our independent public accountants for fiscal year 2020;
3.  To vote on a resolution to approve the Company’s executive compensation; and
4. To consider and act upon such other matters as may properly come before the meeting, or any adjournment or postponement thereof.

        These matters are more fully described in the Proxy Statement. The Board of Directors recommends that you vote "FOR ALL" the nominated directors, "FOR" the ratification of the independent public accountants, and "FOR" the advisory approval of the Company’s executive compensation. The Board of Directors knows of no other matters at this time that may be properly brought before the meeting.

Stockholders of record at the close of business on March 9, 2020 are entitled to notice of, and to vote at, the Annual Meeting and any subsequent adjournments or postponements thereof. A list of these stockholders will be available for inspection for 10 days preceding the Annual Meeting at our principal executive offices located at 6634 Highway 53, Braselton, GA 30517. The notice of annual meeting, proxy statement, proxy card, and other proxy materials are first being sent or made available to stockholders on or about March 26, 2020.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

We are pleased to save costs and help protect the environment by using the Notice and Access method of delivery. Instead of receiving paper copies of our proxy materials in the mail, many stockholders will receive a Notice of Internet Availability of Proxy Materials ("Notice") which provides an internet website address where stockholders can access electronic copies of proxy materials and vote. This website also has instructions for voting by telephone and for requesting paper copies of the proxy materials and proxy card. The Company's 2020 Proxy Statement and Annual Report for fiscal year 2019 are available online at www.proxyvote.com. We encourage you to access and review such materials before voting.

Your vote is very important to us. Whether or not you expect to attend the Annual Meeting via webcast, we urge you to consider the Proxy Statement carefully and to promptly vote your shares either by (1) voting through the internet at the website shown on the proxy card or Notice or by telephone at the telephone number shown on the proxy card or Notice; or (2) if you received paper copies of your proxy materials in the mail, complete, date, sign, and return the enclosed proxy card as promptly as possible. Completing a proxy card or voting through the internet or telephone will not prevent you from voting by following the instructions on the website during the webcast, but will assure that your vote is counted, if, for any reason, you are unable to attend.
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Our proxy tabulator, Broadridge Financial Solutions, Inc., must receive any proxy that will not be delivered during the webcast to the Annual Meeting by 11:59 p.m. Eastern Daylight Time on Wednesday, May 6, 2020.
By Order of the Board of Directors,
DAVIDHAUGENSSIGNATUREA041.JPG
David Haugen
Vice President, General Counsel and Corporate Secretary
Braselton, GA
March 26, 2020
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PROXY SUMMARY

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2020 Annual Meeting of Stockholders
 
Date and Time Virtual Stockholder Meeting (Via Webcast)
May 7, 2020, 1:00 p.m. EDT
www.virtualshareholdermeeting.com/FOXF2020
Record Date Voting Eligibility
March 9, 2020
Owners of our common stock as of the Record Date are entitled to vote on all matters

Voting Items and Board Recommendations 

Item Proposal Board Vote Recommendation Page Reference
1
Elect two Class I directors
FOR ALL

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2
Ratify the appointment of Grant Thornton LLP as our independent public accountants for fiscal year 2020
FOR
22

3 Approve an advisory resolution on our executive compensation FOR
63


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2019 Performance Highlights 
Overview of Business
        Our company, Fox Factory Holding Corp., designs, engineers, manufactures and markets premium performance-defining products and systems for customers worldwide. Our premium brand, performance-defining products and systems are used primarily on bicycles ("bikes"), side-by-side vehicles ("Side-by-Sides"), on-road vehicles with and without off-road capabilities, off-road vehicles and trucks, all-terrain vehicles ("ATVs"), snowmobiles, specialty vehicles and applications, motorcycles and commercial trucks.
        Many of our products are specifically designed and marketed to some of the leading cycling and powered vehicle original equipment manufacturers, including Giant, Santa Cruz Bicycles, Specialized, Scott, Trek, Yeti Cycles and YT in bikes and BRP, Ford, Honda, Jeep, Polaris, Toyota, Triumph, and Yamaha in powered vehicles, while others are distributed to consumers through a global aftermarket channel of dealers and distributors.
        Additionally, we up-fit trucks to be off-road capable, on-road vehicles with product offerings such as lift kits and components with our shock products, superchargers, interior accessories, wheels, tires, lighting, and body enhancements. We also offer mountain and road bike wheels and other performance-defining cycling components including cranks, chainrings, pedals, bars, stems, and seat posts.
        FOX is an aspirational brand and we believe many of our OEMs often prominently display and incorporate our products to improve the marketability and consumer demand for their performance models, while professional athletes using our products are consistently successful in elite events around the world providing our products exposure and demonstrating their performance capabilities, all of which, we believe, reinforces our premium brand image and positively influences the purchasing habits of enthusiasts and other consumers.
        Based on our strong operational and financial results in 2019, discussed below, as well as our outlook for 2020, we continue to opportunistically make strategic investments to expand our manufacturing capacity, primarily in our U.S. operations, to better support the needs of our growing business over the next several years. We are also evaluating “white space” opportunities to expand our premium brand into relevant performance-defining adjacencies.
        In addition, we believe there is an opportunity to expand our total available market through potential acquisitions beyond our current product categories. We believe there may be opportunities to acquire other recognized brands that are valued by that same passionate customer.
2019 Performance Highlights and Key Accomplishments
Record Financial Results
        We delivered record financial results in fiscal year 2019. We benefited from consistent execution and favorable business fundamentals in our Powered Vehicles Group and in our Specialty Sports Group. Our broad-based growth led to annual sales and profitability well above our initial expectations.
FY2019 RESULTS
Sales
$751.0 million
Net income attributable to FOX stockholders
$93.0 million
Earnings per diluted share
$2.38
Non-GAAP adjusted net income*
$106.3 million
Adjusted earnings per diluted share*
$2.72
Adjusted EBITDA*
$146.2 million
* Reconciliations of non-GAAP measures are provided in Annex A, attached hereto.

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FY2019 Percentage Increases (Year over Year)
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Strong Historical Financial Performance for Stockholders
Our record of strong performance is reflected in our one-, three- and five-year total stockholder returns ("TSRs"), which significantly outperformed those of our peers.
Total Stockholder Return
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* Represent annualized figures
** Based on compensation peer group discussed further under "Use of Market Data Analyses"


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Key 2019 Accomplishments
On the Powered Vehicles Group side, more OEM vehicles are featuring FOX shocks, strengthening our presence in the off-road capable on-road vehicle market. New vehicles featuring FOX suspension include the all-new 2020 Jeep Gladiator Mojave, and the 2020 Toyota Sequoia TRD Pro. The 2020 Gladiator Mojave is designed to take on the extreme desert at high speeds, featuring six FOX suspension components, the most FOX products ever on a production vehicle. It is designed with and incorporates four FOX 2.5 Internal Bypass shocks and includes two of our bump stops that feature an internal floating piston that increases damping performance and bottom-out-control in the last few inches of travel. The Sequoia is the fourth model in Toyota’s TRD Pro lineup, and we are pleased that the entire TRD Pro lineup is on FOX.
In the automotive aftermarket, our Tuscany subsidiary launched the first ever Harley-Davidson edition GMC pickup truck. Tuscany worked closely with Harley-Davidson to create a vehicle that is distinctively Harley. The team drew inspiration from the Harley-Davidson Fat Boy model and included over 65, edition-specific components in the model 2020 truck. Honda recently announced two new sport side-by-side models for 2021 that feature FOX Live Valve technology: the Talon 1000X and Talon 1000R. This was in response to customer requests for two-seat models featuring electronic suspension after the launch of the four-seat version with Live Valve last year, the Talon 1000X-4.
On the Specialty Sports Group side, momentum continues on the back of a strong model year 2019 product portfolio. Our products have been well received by our OEM and our aftermarket customers.
FOX was named the number one fork and shock by the readers of VitalMTB. Our Live Valve technology-enabled products took home the Eurobike Gold Award, won the Design & Innovation Award, and were named Gear of the Year by Bicycling Magazine. The Marzocchi Bomber Z2 suspension fork was named Value Product of the Year by Pinkbike and rated as a Must Buy product by Mountain Bike Magazine in Germany. In the Bike Magazine Readers’ Awards, Race Face was voted the number one brand in bars and stems for traditional and e-mountain bikes. Our sponsored athletes earned 14 Enduro World Series podiums at four EWS rounds, 40 UCI MTB World Cup podiums at five events, 14 podiums at Crankworx Whistler, and 7 podiums at the UCI MTB World Championships in Quebec, Canada.
As previously announced, the Company’s subsidiary, Fox Factory, Inc., entered into a Stock Purchase Agreement, dated February 11, 2020, with Southern Rocky Holdings, LLC (the "Seller") and SCA Performance Holdings, Inc. (the "Target"). On March 11, 2020, Fox Factory, Inc. completed its acquisition of all of the outstanding equity interests of the Target from the Seller. As a result, Fox Factory, Inc. paid to the Seller approximately $328 million, excluding vehicle inventory and $13 million of contingent performance-based retention incentives for key management of the Target payable over the next two years.
Key Management and Governance Developments
On June 29, 2019, our Chief Executive Officer, Larry L. Enterline, retired from the role of Chief Executive Officer after eight years with the Company, and became Executive Chair of the Board. Concurrently, Michael C. Dennison, FOX’s former President, Powered Vehicles Group, became Chief Executive Officer and remained a director on the Board of Directors. Upon the appointment of Mr. Enterline to Executive Chair, Dudley W. Mendenhall transitioned from Chair of the Board of Directors to Lead Independent Director. The implementation of this succession planning was the result of careful planning and consideration by the Board and the Nominating and Corporate Governance Committee, which undertakes an annual assessment of our Chief Executive Officer succession plan in accordance with our Corporate Governance Guidelines. The Board believes the succession plan resulted in a seamless transition of leadership from Mr. Enterline to Mr. Dennison. Mr. Enterline has stayed with FOX as Executive Chair of the Board to continue to work with Mr. Dennison, the Board, and our FOX management team on strategy and business development initiatives.

After more than 10 years with FOX, Zvi Glasman resigned from his role as the Company’s Chief Financial Officer and Treasurer effective November 1, 2019. In connection with Mr. Glasman’s resignation, the Board appointed John Blocher, who has been with FOX since 2012 and recently served as Senior Vice President, Finance of the Company, as the Company’s Interim Chief Financial Officer and Interim Treasurer effective November 2, 2019.
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Say-on-Pay Responsiveness
        We value our stockholders' perspectives regarding our corporate governance, sustainability and executive compensation practices, as well as our business strategy and public disclosures. In May 2019, we were pleased to receive approximately 99% stockholder support for our Say-on-Pay proposal.
        We regularly conduct ongoing reviews of both our governance and executive compensation practices to ensure that we maintain best practices and enhanced disclosure in our Proxy Statement and other Securities and Exchange Commission ("SEC") filings. We have also worked to expand and enhance our public disclosure around the topics of interest to our stockholders.
Compensation Program that Aligns Pay and Performance
 
Our compensation programs are designed with the general goals and objectives of creating a compensation program that:
Attracts;
Engages;
Rewards for results; and
Retains
individuals, in an effort to build a workforce that advances the interests of the Company and its stockholders.
        In making compensation decisions for fiscal year 2019, the Compensation Committee considered our prior year’s financial results and our operating strategy and goals.
        
        The Company performance metric we believe is most important to our stockholders is the same metric we used in determining performance-based compensation in fiscal year 2019, adjusted EBITDA. We believe adjusted EBITDA directly correlates to stock price and is a good indicator of net income and cash flow health. For this reason, we tie all annual cash bonuses to adjusted EBITDA targets. For the majority of our Named Executive Officers annual cash bonuses are the only portion of their compensation that is directly tied to a performance metric. However, the Compensation Committee takes into account Company performance when determining the number of RSUs to be awarded to our Named Executive Officers (making such compensation “at-risk” to the performance of the Company).
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The above charts reflect incentive amounts at the Target level.
*Reflects Mr. Dennison who was appointed as our Chief Executive Officer on June 29, 2019.
        

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While "Total Stockholder Return" is not used as a performance metric, the Compensation Committee when determining the total compensation packages of our Named Executive Officers considered it, along with other metrics. As evidenced below, we believe our Chief Executive Officer’s compensation is commensurate with the total return to stockholders of the Company over the past five years.

CEO compensation vs. tsr

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*The above chart reflects information contained in our Summary Compensation Table, which included in 2017 the grant date fair value of a front-loaded RSU award that vests over three years for Mr. Enterline. No portion of such RSU award vested in 2017.
** 2019 CEO Compensation amount reflects Mr. Enterline and Mr. Dennison's prorated compensations based on Mr. Enterline's resignation date of June 29, 2019.

In addition to the above, the table below outlines some key facets of our executive compensation program.

What We Do What We Do Not Do
ü Pay for Performance
œ Hedging Transactions
ü Use of Market Data
œ Short-Term Trading
ü Clawback Policy
œ Reprice Awards
ü Independent Compensation Consultant
œ Recycle Stock Awards
ü Double-Triggers for Cash Severance
ü RSU Awards to Promote Long-Termism


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Strong, Well-Balanced Corporate Governance Practices

Highly Qualified Board. Our Directors bring deep industry experience to provide effective oversight in the boardroom.

Independent Board Leadership. The Board does not have a policy as to whether the Chair should be an independent director, but when the Chair is not an independent director, the independent directors appoint a “Lead Independent Director.” Mr. Mendenhall, an independent director, is our “Lead Independent Director” and serves in a leadership capacity on our Board. As Lead Independent Director, Mr. Mendenhall is responsible for: approving Board meeting agendas; in consultation with the non-employee directors and the Executive Chair, when applicable, approving Board meeting schedules to ensure there is sufficient time for discussion of all agenda items; approving the type of information to be provided to directors for Board meetings; presiding at all executive sessions of the non-employee directors (which are held after every Board meeting); when applicable, serving as liaison between the Executive Chair and the independent directors; being available for consultation and direct communication with the Company’s stockholders; calling meetings of the non-employee directors when necessary and appropriate; and performing such other duties as the Board may from time to time designate.

Focus on Board Diversity. Our Nominating and Corporate Governance Committee has adopted a formal Diversity Policy within the Nominating and Corporate Governance Committee Charter. Our Board believes that differences in experiences, knowledge, skills and viewpoints enhance the Board’s overall performance.

Mix of Company History and Fresh Ideas. We became a public company in 2013 and at such time, we had a controlling stockholder who appointed our Board. Over the past few years, directors have departed from our Board for a number of different reasons, but we are fortunate to have several of our original directors remain with us, including our current Lead Independent Director, Mr. Dudley W. Mendenhall. We believe our current board tenure composition reflects an appropriate mix of historical company knowledge and fresh perspectives.

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*We became a public company on August 8, 2013. The longest possible tenure is 5+ years from that date


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Awareness and Oversight of Environmental, Social and Governance (ESG) Matters. Our Board has increased the Company's efforts on issues such as environmental sustainability and culture and human capital, in order to have a more positive impact on our business and society. As a reflection of the importance of these matters, in 2019, the Board approved a number of amended policies, including, the Anti-Corruption Policy, the Environmental and Energy Policy and Practices and Insider Trading Policy. Certain members of management are responsible for the oversight of these policies and report to the Board with any updates with respect to the implementation of these policies and general performance of the Company in the ESG areas. The Board, with the assistance of management, consistently monitors the Company’s ESG initiatives in an effort to reflect best practices.

Please see Corporate Governance for further discussion of our governance practices.

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 ALL" of the director nominees.

Name Age Director Since Occupation Committee(s)
Independent Directors
Dudley W. Mendenhall 65 June 2013 Independent Financial Consultant.
Former VP, Strategy, Planning, and Operations of HP
Chair of Audit and Member of Compensation
Elizabeth A. Fetter 61    June 2017 Former CEO and President of Symmetricom Inc. Chair of Compensation and Member of Nominating and Corporate Governance


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PROXY STATEMENT

Fox Factory Holding Corp. (which we refer to as “we,” “us,” “our,” “FOX” or the “Company”) is furnishing this Proxy Statement in connection with the solicitation by our Board of Directors (our “Board”) of proxies to vote at the 2020 Annual Meeting of Stockholders ("the Annual Meeting"), which will be held via webcast on Thursday, May 7, 2020, at 1:00 p.m. EDT, or at any adjournment or postponement thereof.

We first sent or made available these Proxy Materials (as defined below) to our stockholders on or about March 26, 2020. A copy of this Proxy Statement, the proxy card and our Annual Report for fiscal year 2019 (collectively, the "Proxy Materials") can be found at the web address www.proxyvote.com. When we refer to the Company’s fiscal year, we mean the annual period ending on the Friday closest to December 31 of the stated year. Information in this Proxy Statement for 2019 generally refers to our 2019 fiscal year, which was from December 29, 2018 through January 3, 2020 (“fiscal year 2019”).
2020 ANNUAL MEETING INFORMATION
Date and Time. The Annual Meeting will be held “virtually” through a webcast on Thursday, May 7, 2020, at 1:00 p.m. EDT. There will be no physical meeting location. The meeting will only be conducted via a webcast.
Access to the Webcast of the Annual Meeting. The webcast of the Annual Meeting will begin promptly at 1:00 p.m. EDT. Online access to the webcast will open approximately 30 minutes before the start of the Annual Meeting to allow time for you to log in and test your computer system. We encourage you to access the meeting prior to the start time.
Login Instructions. As the Annual Meeting is being conducted via a webcast, there is no physical meeting location. To attend the Annual Meeting, log in at www.virtualshareholdermeeting.com/FOXF2020. You will need your unique control number included on your proxy card (printed in the box and marked by an arrow) or on the instructions that accompanied your proxy materials. We recommend that you log in a few minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.
Submitting Questions at the Annual Meeting. Once online access to the Annual Meeting is open, stockholders may submit questions, if any, on www.virtualshareholdermeeting.com/FOXF2020. You will need your unique control number included on your proxy card (printed in the box and marked by an arrow) or on the instructions that accompanied your proxy materials. Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints.
Voting Your Shares at the Annual Meeting. You may vote your shares at the Annual Meeting even if you have previously submitted your vote. For instructions on how to do so, see the section below titled “How do I vote my shares at the Annual Meeting?”.
QUESTIONS AND ANSWERS ABOUT
THIS PROXY STATEMENT AND THE ANNUAL MEETING

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will consider and vote on the following matters:
Proposal 1: To elect two Class I directors, described in the Proxy Statement, each to serve for a term to expire at the 2023 Annual Meeting of Stockholders.
Proposal 2: To ratify the appointment of Grant Thornton LLP as our independent public accountants for fiscal year 2020.
Proposal 3: To vote on a resolution to approve the Company's executive compensation.
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The stockholders will also consider and act on any other matters as may properly come before the meeting, or any adjournment or postponement thereof.

How are the Proxy Materials being delivered?

        The SEC has adopted a “Notice and Access” rule that allows companies to deliver a Notice of Internet Availability of Proxy Materials, which we refer to as the Notice, to stockholders in lieu of a paper copy of the Proxy Materials. The Notice provides instructions as to how shares can be voted. Shares must be voted either by telephone, internet or by completing and returning a proxy card. Shares cannot be voted by marking, writing on and/or returning the Notice. Any Notices that are returned will not be counted as votes. Instructions for requesting a paper copy of the Proxy Materials are set forth on the Notice.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING:

The Proxy Materials are available at www.proxyvote.com. Enter the unique control number located on the Notice or proxy card to access the Proxy Materials.

Who may attend the Annual Meeting?

Anyone who was a stockholder as of the close of business on March 9, 2020 may attend the Annual Meeting via webcast. Broadridge Financial Solutions, Inc. (“Broadridge”) has been selected as our inspector of election. As part of its responsibilities, Broadridge is required to independently verify that you are a FOX stockholder eligible to attend the Annual Meeting and to determine whether you may vote in person at the Annual Meeting (via webcast).

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of our common stock at the close of business on March 9, 2020, the record date, are entitled to vote at the Annual Meeting. There were 38,602,699 shares of our common stock outstanding on March 9, 2020. Such stockholders of record are entitled to cast one vote per share on all matters.

How do I participate in the Annual Meeting?

Instructions on how to connect and participate in the Annual Meeting, including how to demonstrate proof of ownership of our common stock, are posted at www.proxyvote.com. To attend the Annual Meeting, log in at www.virtualshareholdermeeting.com/FOXF2020. If you do not have your unique control number that is printed in the box marked by the arrow on your Notice or your proxy card (if you received a printed copy of the proxy materials), you will only be able to listen to the Annual Meeting.

How do I vote my shares at the Annual Meeting?

You may vote your shares at the Annual Meeting even if you have previously submitted your vote. To vote at the Annual Meeting, log in at www.virtualshareholdermeeting.com/FOXF2020. You will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials. If you do not have your unique control number, you will only be able to listen to the Annual Meeting.

How do I vote my shares without attending the Annual Meeting?

Stockholders of record may vote their shares by appointing a proxy to vote on your behalf by promptly submitting the proxy card, which is solicited by the Board. Our Board has designated the persons named in the proxy card as proxies. The designated proxies are officers of the Company. They will vote as directed by the completed proxy card. Stockholders of record also have the opportunity to appoint another person to attend the Annual Meeting (via webcast) and vote on their behalf by inserting such other person’s name on the proxy card and returning the duly executed proxy card to us.


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There are three ways to vote by proxy:

1.By Mail -
Complete, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing; c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717.
2.By Telephone - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. EDT on May 6, 2020. Have your proxy card in hand when you call and then follow the instructions.
3.By Internet - www.proxyvote.com
Use the internet to transmit your voting instructions and for electronic delivery of information until 11:59 p.m. EDT on May 6, 2020. Have your proxy card in hand when you access the website and then follow the instructions to obtain your records and to create an electronic voting instruction form.

If you received a proxy card in the mail but choose to vote by telephone or internet, you do not need to return your proxy card.

If your shares are held in the name of a bank, broker or other record holder, follow the voting instructions on the form that you receive from them. The availability of telephone or internet voting will depend on the bank’s, broker’s or other record holder’s voting process. Your bank, broker or other record holder may not be permitted to exercise voting discretion as to some of the matters to be acted upon. Therefore, please give voting instructions to your bank, broker or other record holder.

You may vote by telephone or internet until 11:59 p.m. EDT on May 6, 2020, or Broadridge must receive your paper proxy card by 11:59 p.m. EDT on May 6, 2020.

How will my proxy be voted?

All properly completed, unrevoked proxies, which are received prior to the close of voting at the Annual Meeting, will be voted in accordance with the specifications made. If a properly executed, unrevoked written proxy card does not specifically direct the voting of shares covered, the proxy will be voted:

FOR ALL the individuals nominated as a director in Proposal 1, described in this Proxy Statement, for a term to expire at the 2023 Annual Meeting of Stockholders;
FOR Proposal 2, the ratification of the appointment of Grant Thornton LLP as our independent public accountants for fiscal year 2020;
FOR Proposal 3, the approval of the Company’s executive compensation; and
in accordance with the judgment of the persons named in the proxy as to such other matters as may properly come before the Annual Meeting, or any adjournment or postponement thereof.
        The Board is not aware of any other matters that may properly come before the Annual Meeting. However, should any such matters come before the Annual Meeting, it is the intention of the persons named in the proxy card to vote all proxies (unless otherwise directed by stockholders) in accordance with their judgment on such matters.


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May I revoke or change my vote?

If you are a stockholder of record, you may revoke your proxy at any time before it is actually voted by giving written notice of revocation to our Corporate Secretary, by delivering a proxy bearing a later date or by attending and voting at the Annual Meeting. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request. If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other record holder or, if you have obtained a legal proxy from your bank, broker or other record holder giving you the right to vote your shares, by attending and voting at the Annual Meeting.

Will my vote be made public?

All proxies, ballots and voting materials that identify the votes of specific stockholders will generally be kept confidential, except as necessary to meet applicable legal requirements and to allow for the tabulation of votes and certification of the vote.

What constitutes a quorum, permitting the meeting to conduct its business?

The presence at the Annual Meeting, in person or by proxy, of holders of a majority of the issued and outstanding shares of common stock entitled to vote as of the record date is considered a quorum for the transaction of business. If you submit a properly completed proxy or if you attend the Annual Meeting to vote in person, your shares of common stock will be considered part of the quorum. Stockholders who participate in the Annual Meeting online at www.virtualshareholdermeeting.com/FOXF2020 will be considered to be attending the meeting in person for purposes of determining whether a quorum has been met.

Shares represented by proxies that are marked “Abstain” or "Withhold" will be counted as shares present for purposes of determining the presence of a quorum. Shares of stock entitled to vote that are represented by broker non-votes will be counted as shares present for purposes of determining the presence of a quorum. A broker non-vote occurs when the broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power to vote on that proposal without specific voting instructions from the beneficial owner.

How many votes are needed to approve a proposal?

Proposal 1

Assuming the presence of a quorum, each director nominee receiving a plurality of the votes cast at the Annual Meeting (in person or by proxy) will be elected as a director. No stockholder shall be permitted to cumulate votes for the election of directors. The election of directors is a non-discretionary item and brokers may not vote on Proposal 1 without specific voting instructions from beneficial owners, resulting in a broker non-vote. Broker non-votes and withheld votes are not counted toward the election of directors or toward the election of the individual nominees specified on the proxy, and therefore, have no effect on Proposal 1.

Proposal 2

Assuming the presence of a quorum, the affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting (via webcast) and entitled to vote is required to ratify the appointment of Grant Thornton LLP as our independent registered public accountants for fiscal year 2020. An abstention is not counted toward the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm, and the effect of an abstention is the same as a vote “Against” the ratification. Ratification of this appointment is a discretionary item upon which your bank or broker has the authority to vote uninstructed shares. Should your broker not indicate their vote relating to the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2020, but otherwise appoint the proxies, your shares will be voted “For” the ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2020.


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Proposal 3

Assuming the presence of a quorum, the affirmative vote of a majority of the shares present in person or by proxy, at the Annual Meeting and entitled to vote on the proposal is required to approve the advisory vote on executive compensation. Proposal 3 is a non-discretionary item and brokers may not vote on Proposal 3 without specific voting instructions from beneficial owners, resulting in a broker non-vote. Neither a broker-non vote nor an abstention is counted toward the approval, and the effect of each is the same as a vote “Against” the approval. Because the vote on this proposal is advisory in nature, it will not be binding on the Board. However, the Board will consider the outcome of the vote along with other factors when making its decision about the compensation of our Named Executive Officers. See "Compensation Discussion and Analysis - Say-on-Pay Outcome and Stockholder Outreach Efforts" for additional information.

Who will count the vote?

Representatives of Broadridge will tabulate the votes and act as the inspectors of election.

How can I find the voting results of the Annual Meeting?

        We will report the voting results in a Current Report on Form 8-K within four business days of the Annual Meeting.

How is the solicitation being made?

We, the Company, are making this solicitation and as such, the cost of solicitation of proxies will be borne by us. Our directors, officers, and employees may make solicitation, personally or by telephone, email or fax. The Notice and, if requested, the Proxy Materials will be distributed to beneficial owners of common stock through brokers, custodians, nominees and other like parties, and we expect to reimburse such parties for their charges and expenses.

Where can I find more information about Fox Factory Holding Corp.?

We file reports and other information with the SEC. You may read and copy this information at the SEC’s public reference facilities. Please call the SEC at 1-800-SEC-0330 for information about these facilities. This information is also available at our website at http://investor.ridefox.com/ and at the internet site maintained by the SEC at http://www.sec.gov.

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ELECTION OF CLASS I DIRECTORS
(PROPOSAL 1)
The Board of Fox Factory Holding Corp. is currently comprised of seven 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 and Ms. Fetter are Class I directors and are up for election at this year’s Annual Meeting of Stockholders. Mr. Waitman and Mr. Dennison are Class II directors and will serve until the 2021 Annual Meeting of Stockholders, or earlier in the case of their death, resignation or removal. Ms. Hlay, Mr. Enterline and Mr. Duncan are Class III directors and will serve until the 2022 Annual Meeting of Stockholders, or earlier in the case of their death, resignation or removal.

        The Class I directors are proposed to be elected at the Annual Meeting to serve for a term to expire at the 2023 Annual Meeting of Stockholders or earlier in the case of their death, resignation or removal. The Board has nominated Mr. Mendenhall and Ms. Fetter for election as Class I directors. The nominees have indicated a willingness to stand for election and to serve if elected. You may vote "For All" or "Withhold All" for the nominees or "For All Except" and indicate which nominee for which you are withholding your vote. 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, will vote your proxy for the nominee, who has been designated as such by the Board. In the event that a nominee for director withdraws or for any reason is not able to serve as a director, we 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 each nominee that the Board recommends to stockholders to the Board. The following paragraphs describe the business experience and education of our directors.

Directors Up for Re-Election

MENDENHALL1.JPG
Dudley W. Mendenhall
Lead Independent Director
Age: 65
Independent Director Since: June 2013
Committees: Chair of Audit and Member of Compensation
Financial Expert

        Dudley W. Mendenhall was named Lead Independent Director in June 2019 after serving as Chair of FOX's Board since July 2017. He joined FOX as a director of its subsidiary in February 2012 and was appointed to serve as a member of the Company's Board in June 2013. Since July 2012, Mr. Mendenhall has been an independent consultant providing financial advisory services. He was Vice President, Strategy, Planning and Operations in the office of Strategy and Technology at Hewlett-Packard Co. from January 2010 to July 2012; Chief Financial Officer of Solera Holdings Inc., a provider of software and services to the automobile insurance claims processing industry, from March 2009 to August 2010; and Chief Financial Officer of Websense Inc. from September 2007 to March 2009. From April 2003 to September 2007, Mr. Mendenhall was Senior Vice President and Chief Financial Officer of K2 Inc., an international sporting equipment manufacturer. He earned a Bachelor of Arts degree in economics from Colorado College.

        Mr. Mendenhall’s experience as chief financial officer at public companies and his background in finance and accounting assists our Board with financial review and risk management obligations.

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FETTER1.JPG
Elizabeth A. Fetter
Director
Age: 61
Independent Director Since: June 2017
Committees: Chair of Compensation and Member of Nominating and Corporate Governance

        Elizabeth A. Fetter has served on our Board since June 2017. She has served on the Talend S.A. Board of Directors since January 2020, and the McGrath Rentcorp Board of Directors since 2014. She served on the Alliant International University Inc. Board of Directors from 2015 to 2017 and on the Connexed Technologies Inc. Board of Directors since 2004. Ms. Fetter served as a member of the Symmetricom Inc. Board of Directors from 2000 to 2013 and was appointed President and Chief Executive Officer 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 Chief Executive Officer of NxGen Modular LLC from 2011 to 2012, and was President, Chief Executive Officer 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's more than 25 years of public and private company board service and past chief executive officer experience at multiple firms gives her the qualifications to serve on our Board.

Directors Not Up for Re-Election

DENNISON1.JPG
Michael C. Dennison
Director and Chief Executive Officer
Age: 52
Non-Independent Director Since: February 2018

        Mr. Dennison has served as a director on FOX's Board since February 2018. In August 2018, he assumed the role of President, Powered Vehicles Group, and he was later named Chief Executive Officer in June 2019. Prior to FOX, he most recently was President and Chief Marketing Officer for Flex Ltd. (NASDAQ:FLEX) from February 2012 to August 2018. While at Flex Ltd., Mr. Dennison served in a number of leadership roles, from leading the procurement and global supply chain organizations for the company to serving as Senior Vice President of Business Management for both the High-Velocity Solutions Group and the Mobile and Consumer Segment. Prior to joining Flex Ltd., he was the Regional Director at Arrow Electronics, based in New York. Mr. Dennison earned a Bachelor of Arts degree in liberal arts from Oregon State University in 1989.

        Mr. Dennison’s current position as Chief Executive Officer and extensive management experience with international consumer products, high-technology, and global supply chain management qualifies him to serve on our Board.




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ENTERLINE1.JPG
Larry L. Enterline
Executive Chair of the Board
Age: 67
Non-Independent Director Since: June 2013
        Larry L. Enterline joined FOX in March 2011 as the Company’s Chief Executive Officer, was appointed to the Board in June 2013, and was appointed Executive Chair of the Board in June 2019 upon his retirement as Chief Executive Officer. Prior to joining FOX, he was Chief Executive Officer of Vulcan Holdings Inc., a private investment holding and consulting services company he founded. Before founding Vulcan Holdings, Mr. Enterline was Chief Executive Officer of COMSYS IT Partners Inc., an IT staffing and solutions company. Mr. Enterline served in various management roles earlier in his career, including Senior Vice President of Worldwide Sales and Service Organization at Scientific-Atlanta Inc., a Georgia-based manufacturer of cable television, telecommunications and broadband equipment. Mr. Enterline earned a Bachelor of Science degree in electrical engineering from Case Western Reserve University in 1974, and a Master of Business Administration degree from Cleveland State University in 1988.

        Mr. Enterline’s experience as our former Chief Executive Officer, service on other public company boards and leadership experience give him the qualifications and skills to serve on our Board.


DUNCAN1.JPG
Thomas E. Duncan
Director
Age: 55
Independent Director Since: July 2017
Committees: Chair of Nominating and Corporate Governance

        Thomas E. Duncan joined the Board in July 2017. He is President and Chief Executive Officer of the North American division of Positec Tool Corp., a global manufacturer and marketer of power tools and lawn and garden equipment and accessories, including the Rockwell and WORX brands. Prior to this 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 has been a director on the Outdoor Power Equipment Institute Board of Directors since October 2015 and 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. In 2018, Mr. Duncan joined 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's over 25 years of experience in the manufacturing and consumer durable goods industry gives him the qualifications to serve on our Board.



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HLAY1.JPG
Jean Hlay
Director
Age: 60
Independent Director Since: February 2019
Committees: Member of Audit and Compensation
        Jean Hlay has served on the Board since February 2019. 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 COO in 2009, and continued in both roles until 2018. Prior to MTD, Ms. Hlay was Chief Financial Officer 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. From 2006 to 2018, she served on the Outdoor Power Equipment Institute Board of Directors. Additionally, in 2019, Ms. Hlay joined the Boards of Directors of both Blain's Supply Inc. and Buckeye Corrugated Inc. Ms. Hlay earned a Bachelor of Science, Business Administration degree in accounting from Bowling Green State University and is a CPA.

        Ms. Hlay's over 25 years of experience in the consumer products manufacturing industry as well as her background in finance and accounting gives her the qualifications to serve on our Board.

WAITMAN1.JPG
Ted Waitman
Director
Age: 70
Independent Director Since: June 2013
Committees: Member of Audit and Nominating and Governance

        Ted Waitman has served on our Board since June 2013. Since 1978, he has held various leadership positions, including President and Chief Executive Officer of CPM Holdings Inc. from 1996 to 2019 and Director at the same organization since 2003. He resigned as CEO of CPM Holdings Inc. in July 2019 and now serves as Director and Special Advisor. From 2006 to 2008, Mr. Waitman was an independent director of Compass Diversified Holdings. He previously was a Director of the American Feed Industry Association and President of the Process Equipment Manufacturers’ Association. Mr. Waitman earned a Bachelor of Science degree in industrial engineering from the University of Evansville.

        Mr. Waitman’s various leadership positions and extensive management and operating experience qualifies him to serve on our Board.

Required Vote for Election of Directors

The election of 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.

Recommendation of the Board

        The Board recommends that you vote “FOR ALL” the nominees, Mr. Mendenhall and Ms. Fetter, to be elected to our Board as Class I directors for a term ending at our 2023 Annual Meeting of Stockholders or earlier in the case of their death, resignation or removal.
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RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(PROPOSAL 2)
General
Our Audit Committee has appointed Grant Thornton LLP as independent public accountants to examine our consolidated financial statements for fiscal year 2020, and has determined that it would be desirable to request that the stockholders ratify the appointment.
You may vote “For” or “Against” this proposal, or you may “Abstain” from voting.
Grant Thornton LLP is an independent registered public accounting firm and audited our financial statements for the fiscal years ended January 3, 2020, December 28, 2018, and December 29, 2017. Based on its past performance during these audits, the Audit Committee has selected Grant Thornton LLP as the independent auditor to perform the audit of our financial statements for fiscal year 2020. Information regarding Grant Thornton LLP can be found at www.grantthornton.com.
Representatives of Grant Thornton LLP are expected to be present at the Virtual Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.
Fees
The following table sets forth the total amount billed to us for the fiscal years ended January 3, 2020 December 28, 2018, and December 29, 2017 by Grant Thornton LLP.
Fiscal Year
2019
Fiscal Year
2018
Audit Fees (1) $ 1,740,260    $ 1,617,935   
Audit-Related Fees (2) 42,601    71,924   
Tax Fees (3) 81,301    113,172   
Total $ 1,864,162    $ 1,803,031   
(1)“Audit Fees” are aggregate fees billed by Grant Thornton LLP for professional services for the audit of our annual financial statements included in our annual reports on Form 10-K and for the review of our interim financial statements included in our quarterly reports on Form 10-Q or services that are normally provided by Grant Thornton LLP in connection with statutory and regulatory filings or engagements.
(2) "Audit-Related Fees" are aggregate fees billed by Grant Thornton LLP for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees. "These services include consultations and audits related to mergers and acquisitions; and services related to offering of common stock and consents for
registration statements.
(3)“Tax Fees” are aggregate fees billed by Grant Thornton LLP for professional services rendered in connection with tax compliance, tax advice and tax planning.
        The Audit Committee has evaluated Grant Thornton LLP’s qualification, performance and independence and has determined that services provided by Grant Thornton LLP were permitted under the rules and regulations concerning public accountant's independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as amended, as well as by the Public Company Accounting Oversight Board (the “PCAOB”).
Pre-Approval Policy
The Audit Committee’s policy is to pre-approve any independent accountant’s engagement to render audit and or permissible non-audit services (including the fees charged and proposed to be charged by independent accountants) subject to the de minimus exceptions under Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as otherwise required by law. Non-audit services may include audit-related services, tax services, or other services. The Audit Committee annually reviews whether the provision of permitted non-audit services is compatible with maintaining the accountant’s independence. The Audit Committee pre-approved all "Audit Fees", "Audit-Related Fees" and "Tax Fees" in fiscal years 2019 and 2018.
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Required Vote for Stockholder Approval
The affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote thereon is required to ratify the appointment.
Recommendation of the Board
The Board recommends that you vote “FOR” the ratification of the appointment of Grant Thornton LLP to serve as independent auditor for the Company for the fiscal year ending January 1, 2021.

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DIRECTOR COMPENSATION
Non-employee Director Compensation for Fiscal Year 2019
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 2019 our Non-employee Director Compensation Plan, as amended and restated, provided for an annual cash retainer of $50,000, payable quarterly, for service as a non-employee director of FOX. A non-employee director who serves as Chair of the Board is paid an additional annual retainer of $25,000 and an additional equity award outlined below, plus the other retainers and compensation he may receive. The chairpersons of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are provided additional annual retainers of $15,000, $7,500 and $7,500, respectively. The Lead Independent Director is paid an additional annual retainer of $25,000. Each non-employee director serving on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is provided additional annual retainers of $4,000, $3,000, and $3,000, respectively. Finally, each of the non-employee directors is entitled to receive reimbursement for reasonable expenses that they properly incur in connection with attending Board meetings and their duties as a director. For fiscal year 2019, such annual retainers were prorated for mid-year appointments with respect to Mr. Mendenhall.
Pursuant to our Non-employee Director Compensation Plan, 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 2013 Omnibus Plan, as amended. 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 plan. Subject to applicable laws and our policies in place for equity-based awards, through fiscal year 2019, the non-employee directors were entitled to receive an annual award of RSUs determined by dividing $100,000, by the closing price of our common stock on the date of grant. In fiscal year 2019, each non-employee director received an award of 1,328 RSUs on May 2, 2019. These awards will vest on the day immediately prior to the Annual Meeting, subject to accelerated vesting in the event of a director’s death or a change in control of the Company. The non-employee director who serves as the Chair or the Lead Independent Director is entitled to receive an additional award of RSUs determined by dividing $15,000 by the closing price of our common stock on the date of grant. Executive Chair is considered an employee of the Company and is not eligible for the aforementioned $15,000 additional RSU award.

The following table sets forth information for the year ended January 3, 2020 regarding the compensation awarded to, earned by or paid to persons who served as our directors during fiscal year 2019 who are not Named Executive Officers.
DIRECTOR COMPENSATION - FISCAL YEAR 2019
Name Fees earned or paid in cash Stock awards (1) Total
Dudley W. Mendenhall $ 96,000    $ 115,000    $ 211,000   
Thomas E. Duncan 57,500    100,000    157,500   
Elizabeth A. Fetter 57,900    100,000    157,900   
Jean Hlay 32,162    109,176    (2)   141,338   
Ted Waitman 61,850    100,000    161,850   

(1)Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB Topic 718 of RSUs awarded in 2019 pursuant to the 2013 Omnibus Plan. The RSUs vest on the day before the Company's Annual Meeting.
(2)Ms. Hlay was appointed to our Board on February 25, 2019 and was granted an additional prorated award for her Board services from February 2019 to May 2019.

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CORPORATE GOVERNANCE
Our business and affairs are managed under the direction of our Board, which currently consists of seven members. The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to our management.

The Board of Directors
Governance Guidelines

Our Board has adopted a set of governance guidelines (the "Governance Guidelines") to assist our Board and its committees in performing their duties and serving the best interests of our Company and our stockholders. The Governance Guidelines cover topics including, but not limited to, director selection and qualification, director responsibilities and operation of our Board, director access to management and independent advisors, director compensation, director orientation and continuing education, succession planning, recoupment of performance-based compensation and the annual evaluations of our Board.

Code of Ethics

Our Board has adopted a Code of Ethics that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. The Code of Ethics is posted on our website http://investor.ridefox.com/. The Code of Ethics can only be amended by the approval of a majority of our Board, including a majority of our independent directors. Any waiver to the Code of Ethics for an executive officer or director may only be granted by our Board and must be timely disclosed as required by applicable law. Any amendments to the Code of Ethics, or any waivers of its requirements, will be disclosed on our website at http://investor.ridefox.com/ or by filing with the SEC a Current Report on Form 8-K, in each case, if such disclosure is required by rules of the SEC or Nasdaq Listing Rules.

Leadership Structure

        The Board believes its current leadership structure best serves the interest of the stockholders. The Board does not have a policy as to whether the Chair should be an independent director, but when the Chair is not an independent director, the independent directors appoint a “Lead Independent Director.” Mr. Mendenhall, an independent director, is our “Lead Independent Director” and serves in a leadership capacity on our Board. As Lead Independent Director, Mr. Mendenhall is responsible for: approving Board meeting agendas; in consultation with the non-employee directors and the Executive Chair, when applicable, approving Board meeting schedules to ensure there is sufficient time for discussion of all agenda items; approving the type of information to be provided to directors for Board meetings; presiding at all executive sessions of the non-employee directors (which are held after every Board meeting); when applicable, serving as liaison between the Executive Chair and the independent directors; being available for consultation and direct communication with the Company’s stockholders; calling meetings of the non-employee directors when necessary and appropriate; and performing such other duties as the Board may from time to time designate. The Chief Executive Officer has general charge and management of the affairs, property and business of the corporation, under the oversight, and subject to the review and direction, of the Board, but does not serve in a leadership capacity on the Board. The separation of the roles of Chief Executive Officer and the Executive Chair allows the Chief Executive Officer to focus primarily on leading the day-to-day operations of the Company while the Executive Chair can focus on leading the Board in its consideration of strategic issues and monitoring corporate governance, community relations and stockholder issues.

Our Board has three standing committees, comprised solely of independent directors, the Audit Committee, chaired by Mr. Mendenhall; the Compensation Committee, chaired by Ms. Fetter; and the Nominating and Corporate Governance Committee, chaired by Mr. Duncan. The responsibilities and authority of each committee are described later in this Proxy Statement.

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Risk Oversight

The Board believes risk management is an important aspect of our business. The Board oversees and regularly reviews the Company's management of material risks. While the Board as a whole ultimately has the responsibility for overseeing risk management, the Board has delegated certain duties with respect to risk oversight to our Audit Committee. In furtherance of such purpose, the Audit Committee Charter specifically requires the Audit Committee to discuss with management, the internal auditor or internal audit service provider, as the case may be, and the independent public accountant the Company’s major risk exposures (whether financial, operations or both) and the steps management has taken to monitor and control such exposure, including the Company’s risk assessment and risk management policies. The Audit Committee reports to the Board with its findings.

Board Meetings

During fiscal year 2019, the Board held five meetings. All of our directors who served in fiscal year 2019 attended or participated in 75% or more of the aggregate of (1) the total number of meetings of the Board (held during the period for which such person has been a director) and (2) the total number of meetings held by all committees of the Board on which such person served (during the periods that such person served).

Attendance of Directors at the Annual Meeting

Pursuant to our Governance Guidelines, our directors are encouraged to attend our Annual Meetings of Stockholders. Three of our directors attended our 2019 Annual Meeting of Stockholders.

Policies

Hedging and Pledging Policy

Our Board has adopted the Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures, or the Insider Trading Policy. The Insider Trading Policy prohibits employees (including part-time and temporary employees), officers, directors, consultants and contractors of the Company from hedging transactions with respect to shares of our common stock. The Insider Trading Policy also requires directors, executive officers and designated insiders to obtain pre-approval from one of the Company's Compliance Officers before pledging shares of our common stock.

Clawback Policy

Additionally, our Board has adopted the Policy Regarding Recoupment of Incentive Compensation upon Restatement or Misstatement of Financial Results, or as Required by Law, or the Clawback Policy. According to the Clawback Policy, if, in the opinion of the independent directors of the Board, the Company's financial results are materially misstated due in whole or in part to intentional fraud or misconduct by one or more of the Company's executive officers, the independent directors have the discretion to use their best efforts to remedy the fraud or misconduct and prevent its recurrence. The independent directors may, for up to five (5) years following such misstatement and subject to the limitations herein, direct that the Company recover all or a portion of any bonus or incentive compensation paid, or cancel the stock-based awards granted, to the executive officer(s), as well as seek to recoup any gains realized with respect to equity-based awards, including stock options and RSUs. However, these "clawbacks" can only ensue if the following conditions have been met: (1) the bonus or incentive compensation to be recouped was calculated based upon the financial results that were restated, (2) one or more executive officers engaged in the intentional misconduct, and (3) the bonus or incentive compensation calculated under the restated financial results is less than the amount actually paid or awarded.
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Certain Relationships and Related Transactions and Director Independence
Policies and Procedures for Related Party Transactions

Our Board has adopted a written related person transaction policy, which sets forth the policies and procedures for the review and approval or ratification of related person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), any transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships in which we were or are to be a participant, the amount involved exceeds $120,000, and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related person. As provided by our Nominating and Corporate Governance Committee Charter, our Nominating and Corporate Governance Committee is responsible for reviewing and approving in advance any related party transaction and no related party transactions have been approved except in accordance with our policy.

Director Independence

The rules and listing standards of NASDAQ, or the Nasdaq Listing Rules, generally require a majority of the members of our Board satisfy the Nasdaq Listing Rules criteria for “independence.” No director qualifies as independent under the Nasdaq Listing Rules unless our Board affirmatively determines that the director does not have a relationship with us that would impair independence (directly or as a partner, stockholder or officer of an organization that has a relationship with us). Our Board has determined that Messrs. Mendenhall, Waitman, and Duncan and Mses. Fetter and Hlay are currently independent directors as defined under the Nasdaq Listing Rules. Mr. Dennison and Mr. Enterline have been determined not to be independent by our Board.

Nominations of Directors and Diversity
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 has determined that seven is the appropriate number of directors to have on the Board. 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. The Nominating and Corporate Governance Committee does not engage a director search firm to identify candidates, instead utilizing the human resources staff to engage in a thorough and exhaustive search for candidates. The Nominating and Corporate Governance Committee reviews candidates with certain criteria in mind, including, but not limited to: (a) qualities of intelligence, honesty, perceptiveness and responsibility; (b) a general interest in FOX and a recognition that, as a member of the Board, each director is accountable to the stockholders of FOX; (c) having a background that demonstrates an understanding of business and financial affairs of other organizations of comparable or large purpose, complexity and size, and subject to similar or greater legal restrictions and oversight; (d) being able to contribute to the effective management 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; (e) having no conflict of interest or legal impediment that would interfere with the duty of loyalty owed to the Company and its stockholders; (f) having no relationships that might impair his or her independence, including, but not limited to, business, financial or family relationships with the Company’s management; (g) possessing skills necessary for service on any Board committee; (h) being 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 (i) possessing skills necessary for service on any Board committee. These criteria are set forth in the Nominating and Corporate Governance Committee Charter.

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The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders provided stockholders in submitting recommendations, as provided for in the Fox Factory Holding Corp. Policy Regarding Security Holder Recommendations of Director Nominees, follow the procedures 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 of Stockholders a written recommendation to the Nominating and Corporate Governance Committee c/o Fox Factory Holding Corp., 6634 Highway 53, Braselton, GA 30517, Attn: General Counsel and must meet the deadlines and other requirements set for in our Amended and Restated Bylaws (the “Bylaws”), the Fox Factory Holding Corp. Policy Regarding Security Holder Recommendations of Director Nominees and the rules and regulations of the SEC. If a stockholder, in accordance with the procedural requirements discussed above, recommends a proposed director candidate, the General Counsel 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 our stockholders.

Diversity

The Nominating and Corporate Governance Committee has adopted a formal Diversity Policy within the Nominating and Corporate Governance Committee Charter. The Nominating and Corporate Governance Committee believes that differences in experiences, knowledge, skills and viewpoints enhance the Board’s overall performance. The Nominating and Corporate Governance Committee implements its Diversity Policy by considering such characteristics, among others, in selecting, evaluating and recommending proposed director candidates. In accordance with the Nominating and Corporate Governance Committee Charter, the Board performs an annual self-assessment of its performance and effectiveness, which seeks to identify any specific areas requiring improvement, including with respect to diversity.

Corporate Social Responsibility

Our Board is engaged and involved in overseeing the Company’s long-term strategy, including evaluating key business risks and opportunities, consumer trends and competitive developments. This also includes aspects of our sustainability initiatives that relate to our corporate strategy, which are discussed at Board meetings. Out of this process, the Board has increased our efforts on issues such as environmental sustainability and culture and human capital, in order to have a more positive impact on our business and society. As a reflection of the importance of these matters, in 2019 the Board approved a number of amended policies, including the Anti-Corruption Policy, the Environmental and Energy Policy and Practices and the Insider Trading Policy. Each of these policies is posted on our website: http://investor.ridefox.com/corporate-governance. Certain members of management are responsible for the oversight of these policies and report to the Board with any updates with respect to the implementation of these policies and general performance of the Company in the environmental, social and governance areas (“ESG”). The Board, with the assistance of management, consistently monitors the Company’s ESG initiatives in an effort to reflect best practices.

Environmental Sustainability

The Company assesses its environmental risks on an ongoing basis. We recognize that our operations have the potential to impact the environment, including, but not limited to, the use of non-recyclable materials in certain of our products and our continued business growth, which may cause higher utility usage. On November 1, 2019 our El Cajon, California manufacturing facilities attained ISO 14001 and IATF 16949 certifications. We are committed to promoting environmentally conscious business practices in an efficient and responsible manner.


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Culture and Human Capital

The Company strives to create a respectful, rewarding, diverse, and inclusive work environment. Our leadership is focused on bringing out the best in people, supporting their goals, and allowing them to find deep meaning in their work, as the Board and management believe that the well-being of our employees impacts how our Company carries out its long-term corporate strategy. This includes building a culture where integrity, honesty, and compliance guide our decision-making and employees feel free to ask questions and raise concerns when something does not seem right. The Board, the Compensation Committee, and the Nominating and Corporate Governance Committee engage with management and human resource executives on a regular basis across a broad range of human capital management issues.

Communications with the Directors
Stockholders wishing to communicate with the Board or an individual director may send a written communication to the Board or such director, c/o Fox Factory Holding Corp., 6634 Highway 53, Braselton, GA 30517, Attn: General Counsel. Communications may also be sent to the General Counsel by email at dhaugen@ridefox.com.

Each communication must be in the form described in the Fox Factory Holding Corp. Process for Security Holder Communications with the Board of Directors, which is posted on our website at http://investor.ridefox.com/. Communications determined by our General Counsel to be appropriate for presentation to the Board or such director will be submitted to the Board or such director on a periodic basis. Any communications that concern questionable accounting or auditing matters involving us will be handled in accordance with the terms or our Code of Ethics.

Board of Directors, Executive Officers and Committees
Certain Information Regarding our Directors and Executive Officers

The name and age of each director, nominee and executive officer and the positions held by each of them as of the date of this Proxy Statement are as follows:
Name
Age
Class
Position
Michael C. Dennison 52    II Director and Chief Executive Officer
John E. Blocher 56    —    Interim Chief Financial Officer and Interim Treasurer
Larry L. Enterline 67    III Executive Chair of the Board
Richard Winters 57    —    President, Powered Vehicles Group
Christopher J. Tutton 46    —    President, Specialty Sports Group
Wesley E. Allinger 55    —    Executive Vice President, Cycling Business Unit, Specialty Sports Group
Dudley W. Mendenhall 65    I Lead Independent Director
Thomas E. Duncan 55    III Director
Elizabeth A. Fetter 61    I Director
Jean Hlay 60    III Director
Ted Waitman 70    II Director


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Executive Officers who are not Directors

Zvi Glasman first joined us in January 2008, prior to our initial public offering (IPO), as Chief Financial Officer of our subsidiary, initially as a consultant until his employment under the same title in September 2008. In connection with our IPO, which occurred in August 2013, we engaged Mr. Glasman to serve directly as our Chief Financial Officer, in addition to his position with our subsidiary. Mr. Glasman resigned as FOX's Chief Financial Officer effective November 1, 2019. Mr. Glasman continued his employment with the Company in a non-executive role during a transition period, which ended on February 28, 2020, to provide transition and support services. Prior to joining our subsidiary in 2008, Mr. Glasman served as Chief Financial Officer of Motive Eyewear, Inc., an eyewear supplier, from 2005 until 2008. From 2003 to 2005, he was Chief Financial Officer at Marshall & Swift, a software company focused on providing valuation solutions to the insurance and real estate industries, and from 2001 to 2003 he served as Chief Financial Officer of RealTimeImage Inc. ("RTI"), an internet infrastructure company providing imaging products and services for the graphic arts and medical communities. Mr. Glasman is an inactive CPA. He earned his Bachelor of Science degree in finance from Pennsylvania State University in 1985.

John E. Blocher has served as the Company's Interim Chief Financial Officer and Interim Treasurer since November 2019. Mr. Blocher joined the Company in 2012 as the Corporate Controller. He has also held the position of Vice President of Finance and Accounting, and has served as Senior Vice President, Finance of FOX. Prior to joining us, Mr. Blocher held a variety of executive financial positions at both private and public companies and has more than 20 years of corporate financial management experience. Mr. Blocher holds a Bachelor of Science degree in business administration and finance from California State University-Long Beach.

Richard Winters first joined us in October 2018 as Executive Vice President, Powered Vehicles Group and was later named President, Powered Vehicles Group on June 29, 2019. He most recently was Senior Vice President, Consumer Technology Group at Flex Ltd. (NASDAQ:FLEX) from 2017 to 2018. While at Flex Ltd., Mr. Winters also held roles as Senior Vice President Consumer Business Unit and Senior Vice President Consumer Design Engineering and Operations. Prior to joining Flex Ltd., he was Vice President of Global Operations for Sierra Wireless, a leader in WiFi interconnect modules serving B2B and automotive industries, from 2009 to 2013. Mr. Winters also served as Vice President of Operations at Ericsson for the CDMA division from 1999 to 2008 and Senior Director of Operations at Qualcomm from 1996 to 1999. Mr. Winters earned a Bachelor of Science degree from Regis University, Denver and an Executive Business degree from Stanford University.

Christopher J. Tutton joined the Company in April 2018 as President, Specialty Sports Group. Prior to serving in this role, he was President, Race Face & Easton Cycling from 2014 to 2018 after FOX acquired both Race Face Performance Products and Easton Cycling to form RFE Holdings Corp., a wholly-owned FOX subsidiary. From 2011 to 2014 Mr. Tutton restarted the Race Face brand by founding a new company under the Race Face Performance Products name. He remained in the dual role as President of Race Face and Director of OEM sales at Easton Bell Sports (EBS) until purchasing Easton Cycling from EBS in 2013. Mr. Tutton started his career in the cycling industry at Rocky Mountain Bicycles and Race Face Components in 1994, working his way through various levels of increasing responsibility at Race Face to become the Vice President through 2008.

Wesley E. Allinger has served as Executive Vice President, Cycling Business Unit, Specialty Sports Group of FOX since April 2018. Prior to this role, he was the Company’s Vice President & General Manager, Bicycle from 2014 to 2018, General Manager for the Company’s powersports division from 2007 to 2013, and Engineering Manager for FOX’s powersports division from 2001 to 2007. Prior to joining FOX Mr. Allinger served in various engineering capacities including Director of Engineering at RockShox from 1997 to 2001, and as an engineer at General Motors from 1989 to 1997 that included work associated with vehicle ride and handling and interior acoustics. Mr. Allinger also spent two years working for a structural consulting firm in Warren, Michigan. Mr. Allinger earned a Bachelor of Science in engineering from Oakland University, Rochester, Michigan in 1988.

Executive officers. Our executive officers are elected by, and serve at the discretion of, our Board. There are no familial relationships between our directors and executive officers (or any nominees thereto).


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Committees of the Board of Directors

The composition and responsibilities of each of the separately designated standing committees of our Board are described below. Members serve on these committees until their earlier death, resignation or removal.

Audit Committee. Our Audit Committee held four meetings during fiscal year 2019 and is currently comprised of Messrs. Mendenhall and Waitman and Ms. Hlay, with Mr. Mendenhall serving as Chair of the committee. Our Board has determined that each member of the Audit Committee is “independent” and “financially literate” under the Nasdaq Listing Rules and the SEC rules and regulations and that Mr. Mendenhall is the “audit committee financial expert” under the rules of the SEC. The responsibilities of the Audit Committee are included in its written charter, a current copy of which is available on our website http://investor.ridefox.com/. The Audit Committee is established in accordance with Section 3(a)(58)(A) of the Exchange Act. The functions of this committee include, among others:

appointing, retaining, terminating, determining compensation for, and overseeing the independent registered public accounting firm;
reviewing the scope of the audit by the independent registered public accounting firm;
inquiring into the effectiveness of our accounting and internal control functions;
assisting our Board in fulfilling its oversight responsibilities relating to the integrity of our financial statements, our compliance with legal and regulatory requirements, our adherence to policies regarding ethics and business practices and our enterprise risk-management practices;
approving, or pre-approving, all audit and all permissible non-audit services, other than de minimus non-audit services, to be performed by the independent registered public accounting firm; and
obtaining and reviewing a report by the independent registered public accounting firm, at least annually, that describes our internal control procedures, any material issues with such procedures, and any steps taken to deal with such issues.

Compensation Committee. Our Compensation Committee held four meetings in fiscal year 2019 and is currently comprised of Ms. Fetter, Ms. Hlay, and Mr. Mendenhall, with Ms. Fetter serving as Chair of the committee. Our Board has determined that each member of the committee is “independent” under the Nasdaq Listing Rules and all applicable laws. Each of the members of this committee is also a “non-employee director” as that term is defined under Rule 16b-3 of the Exchange Act and an “outside director” as that term is defined in Treasury Regulations Section 1.162-27(3). The responsibilities of the Compensation Committee are included in its written charter, a current copy of which is available on our website http://investor.ridefox.com/. The functions of this committee include, among others:
determining, or recommending to our Board for determination, the compensation of our Chief Executive Officer, our other executive officers, and direct reports to the Chief Executive Officer, and reviewing and approving or recommending to our Board for approval performance goals relevant to such compensation;
evaluating and recommending the type and amount of compensation to be paid or awarded to the members of our Board;
approving, periodically evaluating and proposing amendments to long-term incentive plans;
evaluating and recommending to our Board new equity incentive plans, compensation plans and similar programs advisable for us, as well as recommending to our Board the modification or termination of existing plans and programs; and
establishing or recommending policies with respect to compensation arrangements, including recoupment policies.
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The Compensation Committee may delegate authority to the Chief Executive Officer to grant rights in, or options to purchase, shares of our common stock to eligible employees who are not executive officers, subject to certain limitations.

        Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee held three meetings in fiscal year 2019 and is currently comprised of Messrs. Duncan and Waitman and Ms. Fetter, with Mr. Duncan serving as Chair of the committee. Our Board has determined that each member of the committee is “independent” under the Nasdaq Listing Rules and all applicable laws. The responsibilities of the Nominating and Corporate Governance Committee are included in its written charter, a current copy of which is available on our website http://investor.ridefox.com/. The functions of this committee include, among others:
interviewing, evaluating and recommending to our Board candidates for election as our directors, including nominations by stockholders;
responsibility for matters relating to nomination of directors;
maintaining formal criteria for selecting director nominees who will best serve the interests of our Company and our stockholders;
considering and assessing the independence of members of our Board;
evaluating director performance on our Board and applicable committees of our Board and determining whether continued service on our Board is appropriate;
evaluating the adequacy of our corporate governance practices and policies;
reviewing and approving all related party transactions;
developing and periodically reviewing and recommending to our Board appropriate revisions to our corporate governance framework, including our Amended and Restated Certificate of Incorporation, Bylaws and Governance Guidelines;
monitoring compliance with our Governance Guidelines;
reviewing the composition of each committee annually and presenting recommendations for committee membership for our Board to consider; and
reviewing and discussing with the Chief Executive Officer and reporting to our Board plans for executive officer development and corporate succession plans for the Chief Executive Officer and other executive officers.

Compensation Committee Interlocks and Insider Participation. No member of our Compensation Committee was an employee or officer of the Company during fiscal year 2019, was formerly an employee or officer of FOX or had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K. None of our executive officers currently serves, or in the past fiscal year has served, as a member of a board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis explains our compensation philosophy, summarizes our compensation programs and reviews compensation decisions for the executives identified as Named Executive Officers in the Summary Compensation Table. Our executive compensation philosophy, policies, plans and programs are under the supervision of the Compensation Committee. For a description of the composition, authority and responsibilities of the Compensation Committee, see “Corporate Governance - Board of Directors, Executive Officers and Committees." Unless the context requires otherwise, in this Compensation Discussion and Analysis when we refer to the “Committee,” we are referring to the Compensation Committee, and when we refer to “Named Executive Officers” or “NEOs," we are referring to the executives identified as Named Executive Officers in the Summary Compensation Table, who for fiscal year 2019, were:
Michael C. Dennison, Chief Executive Officer
Larry L. Enterline, Former Chief Executive Officer
John Blocher, Interim Chief Financial Officer and Interim Treasurer
Zvi Glasman, Former Chief Financial Officer and Former Treasurer
Christopher J. Tutton, President, Specialty Sports Group
Richard Winters, President, Powered Vehicles Group
Wesley E. Allinger, Executive Vice President, Cycling Business Unit, Specialty Sports Group

Our compensation programs are designed with the general goals and objectives of creating a compensation program that:
Attracts;
Engages;
Rewards for results; and
Retains
individuals, in an effort to build a workforce that advances the interests of the Company and its stockholders.
In making compensation decisions for 2019, the Compensation Committee considered our prior year’s financial results, our operating strategy and goals, and took into account our Say-on-Pay results.
The Company performance metric we believe is most important to our stockholders is the same metric we used in determining performance-based compensation in 2019, adjusted EBITDA. We believe adjusted EBITDA directly correlates to stock price and is a good indicator of net income and cash flow health.
2019 Performance Highlights and Key Accomplishments
Record Financial Results
We delivered record financial results in fiscal year 2019. We benefited from consistent execution and favorable business fundamentals in our Powered Vehicles Group and in our Specialty Sports Group. Our broad-based growth led to annual sales and profitability well above our initial expectations.
FY2019 RESULTS
Sales
$751.0 million
Net income attributable to FOX stockholders
$93.0 million
Earnings per diluted share
$2.38
Non-GAAP adjusted net income*
$106.3 million
Adjusted earnings per diluted share*
$2.72
Adjusted EBITDA*
$146.2 million
* Reconciliations of non-GAAP measures provided in Annex A, attached hereto.
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FY2019 Percentage Increases (Year over Year)
CHART-F2D3DBBC6E3B4668BC11.JPG
Strong Historical Financial Performance for Stockholders
Our record of strong performance is reflected in our one-, three- and five-year total stockholder returns ("TSRs") which significantly outperformed those of our peers.
Total Stockholder Return
CHART-CB304A797F11407A8A11.JPG
* Represent annualized figures
** Based on compensation peer group discussed further under "Use of Market Data Analyses"


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Key 2019 Accomplishments
On the Powered Vehicles Group side, more OEM vehicles are featuring FOX shocks, strengthening our presence in the off-road capable on-road vehicle market. New vehicles featuring FOX suspension include the all-new 2020 Jeep Gladiator Mojave, and the 2020 Toyota Sequoia TRD Pro. The 2020 Gladiator Mojave is designed to take on the extreme desert at high speeds, featuring six FOX suspension components, the most FOX products ever on a production vehicle. It is designed with and incorporates four FOX 2.5 Internal Bypass shocks and includes two of our bump stops that feature an internal floating piston that increases damping performance and bottom-out-control in the last few inches of travel. The Sequoia is the fourth model in Toyota’s TRD Pro lineup, and we are pleased that the entire TRD Pro lineup is on FOX.
In the automotive aftermarket, our Tuscany subsidiary launched the first ever Harley-Davidson edition GMC pickup truck. Tuscany worked closely with Harley-Davidson to create a vehicle that is distinctively Harley. The team drew inspiration from the Harley-Davidson Fat Boy model and included over 65, edition-specific components in the model 2020 truck. Honda recently announced two new, sport side-by-side models for 2021 that feature FOX Live Valve technology: the Talon 1000X and Talon 1000R. This was in response to customer requests for two-seat models featuring electronic suspension after the launch of the four-seat version with Live Valve last year, the Talon 1000X-4.
On the Specialty Sports Group side, momentum continues on the back of a strong model year 2019 product portfolio. Our products have been well received by our OEM and our aftermarket customers.
FOX was named the number one fork and shock by the readers of VitalMTB. Our Live Valve technology-enabled products took home the Eurobike Gold Award, won the Design & Innovation Award, and were named Gear of the Year by Bicycling Magazine. The Marzocchi Bomber Z2 suspension fork was named Value Product of the Year by Pinkbike and rated as a Must Buy product by Mountain Bike Magazine in Germany. In the Bike Magazine Readers’ Awards, Race Face was voted the number one brand in bars and stems for traditional and e-mountain bikes. Our sponsored athletes earned 14 Enduro World Series podiums at four EWS rounds, 40 UCI MTB World Cup podiums at five events, 14 podiums at Crankworx Whistler, and 7 podiums at the UCI MTB World Championships in Quebec, Canada.
As previously announced, the Company’s subsidiary, Fox Factory, Inc., entered into a Stock Purchase Agreement, dated February 11, 2020, with Southern Rocky Holdings, LLC (the "Seller") and SCA Performance Holdings, Inc. (the "Target"). On March 11, 2020, Fox Factory, Inc. completed its acquisition of all of the outstanding equity interests of the Target from the Seller. As a result, Fox Factory, Inc. paid to the Seller approximately $328 million, excluding vehicle inventory and $13 million of contingent, performance-based retention incentives for key management of the Target payable over the next two years.
Key Management and Governance Developments
On June 29, 2019, our Chief Executive Officer, Larry L. Enterline, retired from the role of Chief Executive Officer after eight years with the Company, and became Executive Chair of the Board. Concurrently, Michael C. Dennison, FOX’s former President, Powered Vehicles Group, became Chief Executive Officer and remained a director on the Board of Directors. Upon the appointment of Mr. Enterline to Executive Chair, Dudley W. Mendenhall transitioned from Chair of the Board of Directors to Lead Independent Director. The implementation of such succession planning was the result of careful planning and consideration by the Board and the Nominating and Corporate Governance Committee, which undertakes an annual assessment of our CEO succession plan in accordance with our Corporate Governance Guidelines. The Board believes the succession plan resulted in a seamless transition of leadership from Mr. Enterline to Mr. Dennison. Mr. Enterline has stayed with FOX as Executive Chair of the Board to continue to work with Mr. Dennison, the Board, and our FOX management team on strategy and business development initiatives.
After more than 10 years with FOX, Zvi Glasman resigned from his role as the Company’s Chief Financial Officer and Treasurer effective November 1, 2019. In connection with Mr. Glasman’s resignation, the Board appointed John Blocher, who has been with FOX since 2012 and recently served as Senior Vice President, Finance of the Company, as the Company’s Interim Chief Financial Officer and Interim Treasurer effective November 2, 2019.


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Key Compensation Decisions for Fiscal Year 2019

Base Salary. During fiscal year 2019, Michael Dennison received a 32.4% increase in base salary in connection with his promotion to Chief Executive Officer, John Blocher received a 5.3% increase in base salary in connection with his promotion to Interim Chief Financial Officer and Interim Treasurer, Richard Winters received a 12.9% increase in base salary in connection with his promotion to President, Powered Vehicles Group, Christopher J. Tutton received an 8.3% merit increase in base salary, and Wesley E. Allinger received a 4.3% merit increase in base salary.
Annual Performance-Based Cash Bonuses. Excluding promotional increases, target incentives, as a percentage of base salary, for NEOs remained flat year over year.
The Company and Group Performance Bonus portion of the Cash Bonuses were paid at an amount reflecting approximately 103% of Company Target Adjusted EBITDA set by the Board. The Board set Company Target Adjusted EBITDA at $142.8 million for fiscal year 2019.
Equity Incentive Compensation. The Committee awards equity compensation that vest over several years in order to promote long-termism. Based on the Company’s performance in fiscal year 2018 and after consideration of prior equity-based awards still outstanding, five of our NEOs received equity-based awards under the terms of the 2013 Omnibus Plan in fiscal year 2019. Neither Mr. Enterline nor Mr. Glasman received grants of equity-based awards in fiscal year 2019, in light of the grants each received in 2017 and consistent with the Company’s historical practice, established at the time of its initial public offering (IPO), of providing front-loaded equity grants to such individuals.

Mix of Elements of Compensation for Fiscal Year 2019

For fiscal year 2019, the mix of the key elements of compensation our Named Executive Officers were eligible to receive at target levels was as follows (excluding compensation of the type that would fall under “All Other Compensation” in our Summary Compensation Table):

Name Base Salary %
Annual Performance-Based Cash Bonuses % (AT TARGET)
Fair Value of Restricted Stock Granted %
Michael C. Dennison 29  % 21  % 50  %
Larry L. Enterline 67  % 33  % —  %
John Blocher 39  % 15  % 45  %
Zvi Glasman 67  % 33  % —  %
Richard Winters 35  % 17  % 48  %
Christopher J. Tutton 34  % 17  % 49  %
Wesley E. Allinger 41  % 16  % 42  %
        
Our executive compensation program is predominantly performance-based. As an executive’s ability to impact operational performance increases, so does the proportion of his or her at-risk compensation. Target short- and long-term incentive compensation (where applicable) grows proportionately as job responsibilities increase, which encourages our officers to focus on the Company’s long-term success and aligns with the long-term interests of our stockholders. We tie all annual Cash Bonuses for our NEOs to adjusted EBITDA targets because we believe adjusted EBITDA is the most important metric to our stockholders, since it directly correlates to stock price and is a good indicator of net income and cash flow health. For the majority of our NEOs annual Cash Bonuses are the only portion of their compensation that is directly tied to a performance metric. However, the Committee takes into account Company performance when determining the number of RSUs to be awarded to our Named Executive Officers (making such compensation “at-risk” to the performance of the Company).

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The graphics below illustrate the mix of fixed and incentive compensation opportunities at target we provided to our Chief Executive Officer and other current NEOs for fiscal year 2019.
PAYMIX1.JPG
*Reflects Mr. Dennison who was appointed as our Chief Executive Officer on June 29, 2019.

Highlights of Executive Compensation Practices
What We Do What We Do Not Do
ü Pay for Performance
œ Hedging Transactions
The Company ties pay to performance, as evidenced in in the above “Mix of Elements of Compensation for fiscal year 2019,” where compensation not tied to performance, only makes up an average of 41% of the compensation mix for the Named Executive Officers.
Insiders are prohibited from engaging in hedging transactions with respect to the Company's shares of common stock, in accordance with the Company’s Insider Trading Policy. See "Hedging and Pledging Policy" on page 26 for a more thorough discussion of the Company's hedging and pledging policies.
ü Use of Market Data
œ Short-Term Trading
The Company uses market data analyses to ensure executive and directors receive competitive compensation opportunities. Insiders are prohibited from short-term trading in the Company's shares of common stock, other than when such shares are acquired as a result of stock option exercise or other employee benefit plans, in accordance with the Company’s Insider Trading Policy.
ü Clawback Policy
œ Recycle Stock Awards
The Company maintains a Clawback Policy, allowing the independent directors of the Board to clawback all or a portion or any bonus or incentive compensation paid, or cancel stock-based awards granted to executive officers upon restatement or misstatement of financial results, or as required by law. The Company amended the 2013 Omnibus Plan in 2017 to remove the ability to recycle any shares underlying outstanding awards that are ultimately settled for cash.
ü Independent Compensation Consultant
œ Reprice Awards
In fiscal year 2019, Aon, an independent compensation consultant, was engaged for a variety of purposes including undertaking a review of the Company's peer group.
Except in connection with a corporate transaction or event requiring an adjustment under the terms of the 2013 Omnibus Plan, the terms of outstanding equity awards may not be amended to reduce the exercise price of options or the grant price of stock appreciation rights, or cancel options or stock appreciation rights in exchange for cash, other awards or options or stock appreciation rights with an exercise price or grant price, that is less than the exercise price of the original options or grant price of the original stock appreciation rights, as applicable, without stockholder approval.
ü Double-Triggers for Cash Severance
Mr. Enterline’s and Mr. Glasman’s Employment Agreements require a “double trigger” for cash severance in the event of a change of control. No other Employment Agreements provide for additional severance payments in the event of a change of control. See “Employment Agreements” section below for additional information.
ü RSU Awards to Promote Long-Termism
The Company awards restricted stock units, with long vesting periods, which are forfeited up termination from employment, in order to promote long-termism.

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Oversight of Executive Compensation

The Compensation Committee
The Committee has sole responsibility for all elements of Named Executive Officer and director compensation. The Committee meets in executive session without the Chief Executive Officer to determine his compensation. The Committee evaluates the performance of the Chief Executive Officer against goals and objectives reviewed and approved by the Committee. The Committee also reviews the performance evaluation of all other Named Executive Officers, which are provided by the Chief Executive Officer. The Committee receives recommendations from the Chief Executive Officer as to compensation of other Named Executive Officers, and the Chief Executive Officer participates in Committee discussions regarding the compensation of such officers. The Committee operates pursuant to a written charter, which is available on our website at: http://investor.ridefox.com/.
Each year, the Committee reviews the Company’s total compensation program to ensure that it is designed to achieve the Company’s compensation objectives. In conducting its annual review, the Committee considers information provided by our human resources staff, often including information from independent compensation consultants and compensation data service providers.
While the Committee has the authority, in its sole discretion, to retain independent compensation consultants, it is usually the human resources staff of the Company, upon recommendation from the Committee, which periodically retains independent compensation consultants to provide surveys and reports containing competitive market data with respect to certain executive officers, directors and types of compensation.
Compensation Consultant
For compensation-related decisions in fiscal year 2019, the services of Aon, as independent executive compensation consultant, were engaged to advise the Committee on compensation matters related to the executive and director compensation programs. In fiscal year 2019, Aon assisted the Committee with, among other things:
executive and director market pay analysis;
reviewing and making changes to the compensation peer group (as discussed below);
development of executive and director pay programs;
assisting with the Compensation Discussion and Analysis disclosures; and
providing compensation governance advisory services.
Aon reported to the Compensation Committee and the human resources staff and had direct access to the members of the Compensation Committee. The Compensation Committee conducted a specific review of its relationship with Aon in 2019, and determined that Aon’s work for the Compensation Committee did not raise any conflicts of interest. Aon’s work has conformed to the independence factors and guidance provided by the Dodd Frank Act, the SEC and the NASDAQ.
Use of Market Data Analyses
During fiscal year 2019, Aon was retained to assist with reviewing and updating the Company's peer group to ensure that all peers remain appropriate for go-forward market comparisons for fiscal year 2020.
Aon’s review took into account revenue size, as well as FOX’s own GICS industry code, and broader related industry/company groupings such as leisure and high-value brand names. Similar criteria were used by Aon for comparison to propriety survey data. Based upon such evaluation it was proposed that American Outdoor Brands Corporation, Badger Meter, Inc., Briggs & Stratton Corporation, Douglas Dynamics Inc., Energizer Holdings Inc., Gentherm Incorporated, Malibu Boats Inc., Marine Products Corporation, Motorcar Parts of America Inc., Movado Group Inc., Standex International Corporation, Superior Industries International Inc., and Vera Bradley Inc. be removed from the Company’s peer group, and Aerojet Rocketdyne Holdings Inc., Albany International Corp., Brooks Automation Inc., Chart Industries Inc., Deckers Outdoor Corporation, LCI Industries, Littelfuse Inc., Mercury Systems Inc., Monro Inc., Novanta Inc., Steven Madden Ltd., Wolverine World Wide Inc., and YETI Holdings Inc. should be added to the Company's peer group, going forward.
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The Committee approved the changes to the Company’s peer group believing that such adjustments and resulting peer group bring the market comparators in line with the Company’s projected size, and maintains a robust group. The Company’s revenue is in line with the new peer group median, while market cap is in the upper quartile due to significant stock price growth relative to the Company’s revenue size.
For the purpose of setting fiscal year 2019 executive compensation, the following 2018 peer group before Aon's review was used:
Acushnet Holdings Corp. American Outdoor Brands Corporation Badger Meter, Inc.
Briggs & Stratton Corporation  Callaway Golf Company Dolby Laboratories, Inc.
Dorman Products, Inc.  Douglas Dynamics, Inc. Energizer Holdings, Inc.
Gentex Corporation  Gentherm Incorporated  Helios Technologies
 iRobot Corporation  Johnson Outdoors, Inc.  Malibu Boats, Inc.
 Marine Products Corporation  Motorcar Parts of America, Inc.  Movado Group, Inc.
RBC Bearings Incorporated  Standex International Corporation Sturm, Ruger & Company, Inc.
 Superior Industries International, Inc.  Vera Bradley, Inc.

In 2019, Aon was also engaged to perform executive and director pay analysis based on the Company's new peer group. In addition, in fiscal year 2019, the human resources staff purchased subscriptions to financial and executive compensation databases to obtain market data, including a subscription to the Economic Research Institute ("ERI"), a leading third-party compensation data provider. Utilizing the data provided by ERI, the human resources staff reviewed the compensation of executives of peer group companies based on a number of criteria including, but not limited to: (i) geography, (ii) revenue, (iii) growth rate, (iv) types of products, and (v) adjusted EBITDA. The scope of ERI’s services to the Company during fiscal year 2019 was limited to providing access to its database to the human resources staff. The human resources staff also frequently monitors public sources known within the industry to keep up to date on market trends.
The human resources staff uses the various surveys and reports it obtains from the independent compensation consultants, the compensation databases, and publicly available sources to make recommendations to the Committee concerning executive compensation. When creating its recommendation, the human resources staff analyzes market data regarding the compensation mix among base salary, annual incentive and long-term incentives such as performance-based cash awards, stock options and RSUs. The Committee reviews this mix analysis when evaluating the separate compensation elements for each executive. The surveys that our human resources staff reviews may also show percentile compensation levels for various executive positions with comparable job responsibilities. The human resources staff does not make recommendations based on any particular percentile, and market data is only one of many factors that the human resources staff considers in the making recommendations regarding executive compensation levels. Other factors include internal pay equity, level of responsibility, the individual’s performance, expectations regarding the individual’s future potential contributions, succession planning, retention strategies, budget considerations and the Company’s performance. The Committee relies on its collective experience and judgment along with the recommendations prepared by our human resources staff to set executive compensation.
Risk Assessment
In formulating and evaluating material elements of compensation available to Named Executive Officers, both the Committee and our human resources staff take into consideration whether any such programs may encourage excessive risk-taking behavior. Based on such review, the Committee concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us. In making such determination the Committee took into consideration the many design features that mitigate the likelihood of inducing excessive risk-taking behavior. In particular, the Committee believes that our use of RSU awards as the primary equity feature in our compensation program, as outlined below, minimizes risks that the Named Executive Officer’s short-term interests may not align with longer-term interests of stockholders. Additionally, the Committee believes the Company’s Clawback Policy, which allows the independent directors of the Board to clawback all or a portion or any bonus or incentive compensation paid, or cancel stock-based awards granted to executive officers upon restatement or misstatement of financial results, or as required by law, discourages excessive risk taking by executives.
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Say-on-Pay Outcome and Stockholder Outreach Efforts
We value stockholders' perspectives regarding our corporate governance, sustainability and executive compensation practices, as well as our business strategy and public disclosures. In May 2019, we received approximately 99% stockholder support for our Say-on-Pay proposal.
We conducted a formal stockholder outreach program in preparation for our May 2019 Say-on-Pay proposal. During all stockholder outreach meetings, the Company sought input on its executive compensation program, as well as emerging topics of expressed stockholder interest, such as environmental, social and governance issues (“ESG”). We received many supportive and positive comments on the Company’s direction (both from a business growth and governance perspective).

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While stockholders had varying perspectives, a few common themes emerged. The following chart summarizes what we heard and our responses:
What We Heard Our Response
Stockholders expressed to us that they are focused on gender diversity in the boardroom. The Nominating and Corporate Governance Committee has a formal Diversity Policy, and 40% of our independent directors are women.
Stockholders encouraged us to enhance our ESG disclosure practices.
Our efforts on ESG are described in the Corporate Social Responsibility section of this Proxy Statement. The Board has approved a number of amended policies including the Anti-Corruption Policy, the Environmental and Energy Policy and Practices and Insider Trading Policy. Each of these policies is posted on our website: http://investor.ridefox.com/corporate-governance.
Stockholders asked us about our human capital management approach, as well as succession planning.
The Board concluded a rigorous management succession planning process which is described in the Board’s letter as well as in the Executive Summary section of this Proxy Statement. The Company has also built a robust HR program to build growth opportunities for its employees and engages in succession planning for roles that are below the management ranks, a process which the Board also discusses with HR executives.
Stockholders voiced their preference for performance-based incentive plans without introducing complexity to the plan design. The Compensation Committee uses adjusted EBITDA as a key performance metric in the incentive plans, as adjusted EBITDA is primarily used to evaluate the performance of the Company and management’s execution of strategy. The Committee also took into consideration that adjusted EBITDA is a useful proxy for cash flow, an important measure to prioritize for stockholder value creation.
Stockholders asked us why we don’t use a measure that includes the impact of capital allocation. While the Company's adjusted EBITDA measure does not specifically contain a formal efficiency-of-capital element, adjusted EBITDA is derived from our formal annual operating plan which includes a rigorous method for approving capital investments. We believe that our focus on adjusted EBITDA as the primary incentive plan metric is helping us to drive our strong return on invested capital (ROIC) performance. FOX's 3-year GAAP ROIC was 21% as of year-end 2019.
Stockholders asked us whether we will continue to rely on front-loaded equity awards for the long-term incentive plan. The Company has only been public for approximately five years, and was previously owned by a private equity sponsor who utilized front-loaded grants for retention purposes in connection with the IPO. Though front-loaded equity awards are typical for private equity sponsored companies, the Compensation Committee is evaluating how to reflect stockholder feedback as it contemplates future awards. The Company has already begun limiting the use of front-loaded equity awards to a smaller number of participants, however in certain circumstances believes their use may continue to be appropriate.
Stockholders asked us about our cybersecurity risk oversight. The Board oversees and regularly reviews the Company’s management of material risks, including cybersecurity, which are regularly identified, managed, and reported to senior management and the Board. The Company has integrated IT security into corporate risk metrics and implemented a General Data Protection Regulation (GDPR) compliance regime.
Stockholders asked about certain governance improvements that they can expect (e.g., declassification of the Board, majority voting). While our governance profile on stockholder rights is within industry practice for a company that became publicly listed approximately five years ago, the Board routinely discusses the evolution of certain governance structures as the Company further matures. The Board takes a proactive approach on diversity, human capital management, culture and ESG, and in its discussions regarding the Company’s governance evolution the Board affords the stockholder feedback weight.

We regularly conduct ongoing reviews of both our governance and executive compensation practices to ensure that we maintain best practices and enhanced disclosure in our Proxy Statement and other SEC filings. We have also worked to expand and enhance our public disclosure around the topics of interest to our stockholders during these discussions.

Tax Deductibility of Executive Compensation

Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law, Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") ("Section 162(m)"), generally disallowed a tax deduction to publicly held companies for compensation paid to certain executive officers in excess of $1 million per officer in any year that did not qualify as performance-based. In connection with fiscal year 2017 compensation decisions, the Committee considered the potential tax deductibility of executive compensation under Section 162(m) under pre-TCJA guidance and sought to qualify certain elements of these applicable executives’ compensation as performance-based while also delivering competitive levels and forms of compensation.
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Under the TCJA, the performance-based exception has been repealed and the $1 million deduction limit now applies to anyone serving as the chief executive officer or the chief financial officer at any time during the taxable year and the top three other highest compensated executive officers serving at fiscal year-end. The TCJA includes a transition relief rule pursuant to which the changes to Section 162(m) under the TCJA, including the elimination of the exception for qualified “performance-based” compensation, will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017, and is not materially modified after that date. To the extent applicable to our existing contracts and awards, we expect to take advantage of this transition relief rule whenever possible. Because of uncertainties as to the application and interpretation of the transition relief rule, however, no assurances can be given at this time that our existing contracts and awards, even if in place on November 2, 2017, and not modified following such date, will meet the requirements of the transition relief rule.

Elements of Our Compensation Program

Our executive compensation program is designed to achieve our goals and objectives through rewarding our executives appropriately for their contributions to corporate growth, seeking to retain our executives and encouraging our executives’ active engagement in their roles. Our executive compensation program consists of the following elements:
Base salary
Performance-based cash bonus
(based, in whole or in part, on financial performance of the Company as well as individual performance)
Awards of RSUs
(subject to the discretion of the Committee)
Minimal benefits and perquisites

We do not offer pension or other retirement plans for executives, other than a 401(k) plan that is offered to our employees generally.

Base Salaries. We provide our Named Executive Officers with a base salary to compensate them for services rendered during the fiscal year and sustained performance. The purpose of the base salary is to reflect job responsibilities, value to us and competitiveness of the market. Salaries for our Named Executive Officers are determined by the Committee based on the following factors: nature and responsibility of the position and, to the extent available, salary norms for comparable positions, the expertise of the individual executive, the competitiveness of the market for the executive’s services, and, for all Named Executive Officers other than the Chief Executive Officer, the recommendations of our Chief Executive Officer. The Committee believes that the base salary of each of the Named Executive Officers is, particularly in light of each of their total compensation packages, competitive with the market.


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The following table summarizes base salaries for our Named Executive Officers approved by the Committee for fiscal year 2019, as well as the base salary percentage increase over fiscal year 2018 base salaries:
Name of Executive Officer Title 2019 2019
 Base Salary  Base Salary Increase (%)
Michael C. Dennison Chief Executive Officer $ 662,000    32.4  %
Larry L. Enterline (1) Former Chief Executive Officer 750,000    —  %
John Blocher Interim Chief Financial Officer and Interim Treasurer 260,000    5.3  %
Zvi Glasman (2) Former Chief Financial Officer and Former Treasurer 378,000    4.1  %
Richard Winters President, Powered Vehicles Group 350,000    12.9  %
Christopher J. Tutton President, Specialty Sports Group 325,000    8.3  %
Wesley E. Allinger Executive Vice President, Cycling Business Unit, Specialty Sports Group 292,000    4.3  %
(1) Mr. Enterline resigned as Chief Executive Officer and transitioned to the role of Executive Chair of the Board on June 29, 2019.
(2) Mr. Glasman resigned as Chief Financial Officer effective November 1, 2019. Mr. Glasman continued his employment with the Company in a non-executive role during a transition period, which ended on February 28, 2020, providing transition and support services.

        During fiscal year 2019, Michael Dennison received a 32.4% increase in base salary in connection with his promotion to Chief Executive Officer, John Blocher received a 5.3% increase in base salary in connection to his promotion to Interim Chief Financial Officer and Interim Treasurer, Zvi Glasman received a 4.1% merit-based increase in base salary, Richard Winters received a 12.9% increase in base salary in connection with his promotion to President, Powered Vehicles Group, Christopher J. Tutton received an 8.3% merit increase in base salary, and Wesley E. Allinger received a 4.3% merit increase in base salary.

Annual Performance-Based Cash Bonuses. Our practice is to award annual performance-based cash bonuses (each a “Cash Bonus”) to the Named Executive Officers, in accordance with the underlying formulas set forth in the Employment Agreements of each Named Executive Officer. The underlying factors for determining the amount of the Cash Bonuses vary among the Named Executive Officers. For fiscal year 2019, Mr. Enterline, Mr. Blocher, and Mr. Glasman were eligible to receive a Cash Bonus based only on the Company’s achievement of Company Target Adjusted EBITDA (as defined below) (a “Company Performance Bonus”). Mr. Enterline received a pro-rated Company Performance Bonus for the portion of the fiscal year 2019 during which he served as Chief Executive Officer. Mr. Winters, Mr. Tutton, and Mr. Allinger were eligible to receive a Cash Bonus comprised of three parts (1) a Company Performance Bonus, (2) a Cash Bonus based on the group of which the executive is a part achieving Group Target Adjusted EBITDA (as defined below) (the “Group Performance Bonus”), and (3) the executive’s achievement of certain individual performance ratings (the “Rating Bonus”). Mr. Dennison was eligible to receive a Company Performance Bonus and pro-rated Group Performance Bonus and Rating Bonus for the portion of the fiscal year 2019 during which he served as President, Powered Vehicles Group. However, no Named Executive Officer was eligible to receive a Cash Bonus if the Company’s actual Adjusted EBITDA for fiscal year 2019 was under 90% of Company Target Adjusted EBITDA. Additionally, in order to encourage and reward longevity, the Named Executive Officers are not entitled to any Cash Bonus unless the Company employs the Named Executive Officer on the day on which the Company actually pays the Cash Bonuses to its executives. In cases where the Company significantly outperforms targets, including at the Maximum Level, no additional compensation is awarded.

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With respect to each Cash Bonus, “Company Target Adjusted EBITDA” means, for each fiscal year, the Adjusted EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year and “Group Target Adjusted EBITDA” means, for each fiscal year, the Group Adjusted EBITDA set forth in the operating budget of the Company, as approved by the Board, for the particular year. For fiscal year 2019, Company Target Adjusted EBITDA was set at $142.8 million. During 2019, Management and the Committee determined that Group Target Adjusted EBITDA is not readily determinable due to certain shared functions. As such, the Group Performance bonus was calculated using the Company adjusted EBITDA attainment of 103% of target for both the Powered Vehicle Group and the Specialty Sports Group. “Adjusted EBITDA” means the earnings before interest, taxes, depreciation and amortization of the Company on a consolidated basis, calculated in accordance with generally accepted accounting principles and applied on a consistent basis. The amount of Cash Bonus ultimately awarded is derived from different formula’s in each Named Executive Officer’s Employment Agreement for each of the following performance goal levels: “Minimum Level” (90% of Target Adjusted EBITDA to Target Adjusted EBITDA), “Target Level” (Target Adjusted EBITDA to 110% of Target Adjusted EBITDA) and “Maximum Level” (Greater than 110% of Target Adjusted EBITDA).
2019 Targets
Target Adjusted EBITDA Actual Adjusted EBITDA % of Target
Company $ 142.8    $ 146.2    103  %

Company and Group Performance Bonus

        The table below provides the Company Performance Bonus each of our Named Executive Officers were eligible to receive based on the Minimum Level, Target Level and Maximum Level of achievement of Company Target Adjusted EBITDA in fiscal year 2019 based on the formulas outlined in their employment agreements and the amount of Company Performance Bonus our Named Executive Officers actually received with respect to the fiscal year 2019 performance. As a result of their roles within the Company, in particular the groups of the Company of which they are a part, Messrs. Dennison, Winters, Tutton, and Allinger were also eligible to receive a Group Performance Bonus based on the formulas outlined in their employment agreements and the attainment of Group Target Adjusted EBITDA. During 2019, Management and the Committee determined that Group Target Adjusted EBITDA is not readily determinable due to certain shared functions. As such, the Group Performance bonus was calculated using the Company adjusted EBITDA attainment of 103% of target for both the Powered Vehicle Group and the Specialty Sports Group.

Minimum Level (1) Target Level (2) Maximum Level (3)
Amount of 2019 Company and Group Performance Bonus (4)

Michael C. Dennison $ 229,050    $ 458,099    $ 687,149    $ 526,814    (5)
Larry L. Enterline 186,986    373,973    560,959    430,068    (6)
John Blocher 34,883    69,767    104,650    80,232    (7)
Zvi Glasman 94,500    189,000    283,500    217,350    (8)
Richard Winters 70,000    140,000    210,000    161,000    (9)
Christopher J. Tutton 65,000    130,000    195,000    149,500    (10)
Wesley E. Allinger 46,720    93,440    140,160    107,456    (11)
(1) Assumes 90% of Company Target Adjusted EBITDA is achieved.
(2) Assumes Company Target Adjusted EBITDA is achieved.
(3) Assumes 110% of Company Target Adjusted EBITDA is achieved.
(4) Based on the achievement of 103% of Company Target Adjusted EBITDA in fiscal year 2019.
(5) Mr. Dennison received a Company and Group Performance Bonus at 103% of Target achievement equal to 69% of his base salary as President, Powered Vehicles Group and a Company Performance Bonus at 103% of Target achievement equal to 103.5% of his base salary as Chief Executive Officer. His bonuses were prorated based on the date of his promotion to Chief Executive Officer.
(6) Mr. Enterline received a Company Performance Bonus at the 103% of Target achievement equal to 115% of his base salary as Chief Executive Officer prorated based on his resignation date.
(7) Mr.Blocher received a Company Performance Bonus at 103% of Target achievement equal to 32.2% of his base salary prorated based on the date of his promotion to Interim Chief Financial Officer and Interim Treasurer.
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(8) Mr. Glasman received a Company Performance Bonus at 103% of Target achievement equal to 57.5% of his base salary.
(9) Mr. Winters received a Company and Group Performance Bonus at 103% of Target achievement equal to 46% of his base salary.
(10) Mr. Tutton received a Company and Group Performance Bonus at 103% of Target achievement equal to 46% of his base salary.
(11) Mr. Allinger received a Company and Group Performance Bonus at 103% of Target achievement equal to 36.8% of his base salary.


Rating Bonus

        Messrs. Dennison, Blocher, Winters, Tutton, and Allinger were also entitled to a Rating Bonus in an amount based on predetermined matrices, if determined by the Committee, in its sole discretion, that the executive achieved a certain individual rating. The table below provides the Minimum and Maximum Rating Bonus Messrs. Dennison, Blocher, Winters, Tutton, and Allinger were eligible to receive based on fiscal year 2019 performance based on the formulas outlined in their employment agreements and the amount of Rating Bonus Messrs. Dennison, Blocher, Winters, Tutton, and Allinger actually received with respect to fiscal year 2019 performance:

Name Minimum Rating Bonus Maximum Rating Bonus
Amount of 2019 Rating Bonus
Michael C. Dennison $ 18,699    $ 56,096    $ 56,096    (1)  
John Blocher 14,950    44,850    44,850    (2)  
Richard Winters 17,500    52,500    52,500   
Christopher J. Tutton 16,250    48,750    42,250   
Wesley E. Allinger 11,680    35,040    29,200   
(1) Mr. Dennison's bonus was prorated based on the date of his promotion to Chief Executive Officer.
(2) Mr. Blocher's bonus was prorated based on the date of his promotion to Interim Chief Financial Officer and Interim Treasurer.

Aggregate Cash Bonuses

The table below provides the aggregate Cash Bonus amounts earned by each Named Executive Officer in respect of fiscal year 2019 performance, comprised of a Company Performance Bonus, a Group Performance Bonus and a Rating Bonus, as applicable:
Name Company and group Performance Bonus Rating Bonus Additional Bonus (4) Aggregate Cash Bonus
Michael C. Dennison $ 526,814    $ 56,096    $ 90,000    $ 672,910    (1)  
Larry L. Enterline 430,068    N/A    37,398    467,466    (2)  
John Blocher 80,232    44,850    16,976    142,058    (3)  
Zvi Glasman 217,350    N/A    —    217,350   
Richard Winters 161,000    52,500    14,000    227,500   
Christopher J. Tutton 149,500    42,250    13,000    204,750   
Wesley E. Allinger 107,456    29,200    9,344    146,000   
(1) Mr. Dennison's bonus was prorated based on the date of his promotion to Chief Executive Officer.
(2) Mr. Enterline's bonus was prorated based on the date of his resignation from Chief Executive Officer.
(3) Mr. Blocher's bonus was prorated based on the date of his promotion to Interim Chief Financial Officer and Interim Treasurer. The amount shown under Additional Bonus includes an Interim Role Bonus of $10,000 for serving in the role through January 3, 2020 in accordance with Mr. Blocher's employment agreement.
(4) Discretionary Bonus approved by the Compensation Committee.


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Equity-Based Awards. The Committee believes equity awards are another important component of executive compensation and serve to better align the interests of our executives with those of our stockholders. The Company awards restricted stock units, with long vesting periods, which are forfeited upon termination from employment, in order to promote long-termism. In determining whether to grant RSUs to certain NEOs, the Committee reviews its historical practice with respect to granting equity awards to such individuals. At the time of the Company’s IPO, at which time the Company was majority owned by a private equity sponsor, the Committee awarded a front-loaded grant of RSUs that vested over four years to each of Mr. Enterline and Mr. Glasman for retention purposes, in an effort to maintain consistent leadership. In order not to overcompensate such individuals going forward, the Company maintained its historical practice of issuing front-loaded grants of RSUs to Mr. Enterline and Mr. Glasman, dependent on Company performance. Though front-loaded equity awards are typical for private equity-sponsored companies, the Committee considered stockholder feedback and has already begun limiting the use of front-loaded equity awards to a smaller number of participants; however, in certain circumstances the Committee believes their use may continue to be appropriate. The Committee primarily utilizes RSUs as compared to other types of equity awards because of their simplicity for the recipient, their ability to serve as a retention tool and their ability to keep value. The Committee approves equity awards under our 2013 Omnibus Plan.

Time-Based RSU Awards

The Committee believes time-based RSU awards serve as a retention incentive for the Named Executive Officers. In August 2019, the Committee approved grants of time-based RSU awards to Mr. Dennison (15,314 RSUs), Mr. Blocher (3,966 RSUs), Mr. Winters ( 6,279 RSUs), Mr. Tutton ( 6,279 RSUs), and Mr. Allinger ( 3,966 RSUs). Such awards vest over four years (25% each year), and only vest if the employee remains with the Company at the time of vesting. In determining the amount of these awards, the Committee considered primarily the executive’s position and level of responsibility within our Company, 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 outlined above.

Performance-Based RSU Awards

In February 2017, the Committee approved a performance-based RSU award to Mr. Enterline of 166,700 RSUs. Vesting of the award is tied to achievement by the Company of $5,000,000 of adjusted EBITDA, measured for each of the 12-month performance periods ending on December 29, 2017, December 28, 2018, and January 3, 2020. The shares earned under the award vest in three equal annual installments, subject to the achievement of the aforementioned performance goal, certified by the Committee, and Mr. Enterline’s continued employment with the Company, as an incentive for Mr. Enterline to remain with the Company. The Committee considered Section 162(m) under pre-TCJA guidance when making such grant and utilized performance criteria out of a desire to make payouts under the award deductible. The third and final installment of this award vested in February 2020, following the certification by the Committee of the performance goal of $146.2 million. The second installment of this award vested in February 2019, following the certification by the Committee of the performance goal, as consolidated adjusted EBITDA for the Company for the performance period was $124.6 million. The first installment of this award vested in February 2018, following the certification by the Committee of the performance goal, as consolidated adjusted EBITDA for the Company for the performance period was $93.8 million.
        Retirement Plans. The Committee believes that retirement programs are important to the Company as they contribute to the Company’s ability to be competitive with its peers and reward our executive officers based on long-term performance of the Company and, therefore, are an important piece of the overall compensation package for the Named Executive Officers. For all eligible employees, including our Named Executive Officers, the Company provides a 401(k) plan. The 401(k) plan is a U.S. tax qualified retirement savings plan pursuant to which all eligible U.S. employees, including the Named Executive Officers, are able to make pre-tax contributions and after-tax contributions from their cash compensation. The Company makes matching contributions for all participants each year equal to 50% of their pre-tax contributions up to 3% of their total eligible compensation. The Company’s matching contributions for fiscal year 2019 to the accounts of the Named Executive Officers under the tax-qualified and nonqualified plans are included in the “All Other Compensation” column in the Summary Compensation Table.


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Health and Welfare Benefits
        Our Named Executive Officers are eligible to participate in all of our employee benefit plans, including our medical, dental, group life and disability insurance plans, in each case on the same basis as other employees.

Perquisites and Personal Benefits

        We reimburse our Named Executive Officers for reasonable travel and lodging expenses incurred in connection with their employment. We also pay certain premiums for term life insurance and accidental death and dismemberment for all of our employees, including all of our Named Executive Officers.

Pension Benefits and Non-Qualified Deferred Compensation

        None of our Named Executive Officers participates in, or has account balances in, tax-qualified or non-qualified defined benefit plans sponsored by us.

Summary Compensation Table - Fiscal Year 2019, 2018, and 2017
The following table sets forth certain information with respect to the compensation earned by our Named Executive Officers for the fiscal years ended January 3, 2020, December 28, 2018 and December 29, 2017:
Name and Principal Position
Year
Salary
Non-equity
incentive plan
compensation (2)
Stock awards
(3)
All other
compensation
Total
Michael C. Dennison (12)   2019 $ 574,769    $ 672,910    (4)   $ 1,158,504    $ 26,744    (5) $ 2,432,927   
Chief Executive Officer 2018 175,833    188,014    1,114,016    840    1,478,703   
2017 —    —    —    —    —   
Larry L. Enterline (12)   2019 588,462    467,466    —    16,097    (6) 1,072,025   
Former Chief Executive Officer 2018 750,000    1,125,000    —    58,904    1,933,904   
2017 750,000    1,125,000    4,500,900    89,471    6,465,371   
John Blocher (13)   2019 245,808    142,058    300,028    23,314    (7) 711,208   
Interim Chief Financial Officer and Interim Treasurer 2018 —    —    —    —    —   
2017 —    —    —    —    —   
Zvi Glasman (13)   2019 373,962    (1) 217,350    —    42,700    (8) 634,012   
Former Chief Financial Officer and Former Treasurer 2018 359,500   
(1)
272,250    —    56,822    688,572   
2017 344,970   
(1)
262,500    1,501,200    63,325    2,171,995   
Richard Winters 2019 328,462    227,500    475,006    38,086    (9) 1,069,054   
President, Powered Vehicles Group 2018 —    —    —    —    —   
2017 —    —    —    —    —   
Christopher J. Tutton 2019 325,000    (1) 204,750    475,006    9,571    (10) 1,014,327   
President, Specialty Sports Group 2018 287,611    (1) 219,000    635,075    9,924    1,151,610   
2017 —   

—    —    —    —   
Wesley E. Allinger 2019 288,769    (1) 146,000    300,028    19,464    (11) 754,261   
Executive Vice President, Cycling Business Unit, Specialty Sports Group 2018 275,846    (1) 168,000    462,175    19,436    925,457   
2017 255,765    (1) 154,800    269,150    16,361    696,076   

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(1)Reflects merit-based increases for fiscal years 2019, 2018 and 2017 approved by the Compensation Committee.
(2)Amounts in this column represent cash performance bonuses earned for fiscal years 2019, 2018 and 2017 by the respective Named Executive Officer pursuant to the employment agreements with the Named Executive Officer. Cash performance bonuses were awarded to our Named Executive Officers based on the achievement of specified Company performance metrics and the achievement of individual performance goals. See the narrative disclosures and the "Grants of Plan-Based Awards Table" below for additional information.
(3)Amounts in this column represent the aggregate grant date fair value of restricted stock units issued computed in accordance with FASB ASC Topic 718 pursuant to the 2013 Omnibus Plan.
(4)Mr. Dennison's bonus shown is prorated based on the date of his promotion to Chief Executive Officer. His non-equity incentive plan compensation amount consists of $228,123 related to Mr. Dennison's bonuses as President, Powered Vehicles Group and $354,787 related to his Company Performance Bonus as Chief Executive Officer.
(5)Consists of $12,375 travel expenses, $7,369 medical and dental plan premiums, and $7,000 in other benefits.
(6)Consists of $7,298 medical and dental plan premiums and $8,799 in other benefits.
(7)Consists of $17,171 medical and dental plan premiums and $6,143 in other benefits.
(8)Includes $12,633 medical and dental plan premiums, and $8,979 in other benefits.
(9)Consists of $15,694 travel expenses, $4,193 lodging expenses, $12,616 paid for medical and dental plan premiums and $5,583 in other benefits.
(10)Consists of $6,302 travel expenses and $3,042 paid for medical and dental plan premiums.
(11)Consists of $12,616 medical and dental plan premiums and $6,848 in other benefits.
(12)Mr. Dennison was named Chief Executive Officer upon Mr. Enterline's resignation from his role of Chief Executive Officer on June 29, 2019.
(13)Mr. Blocher was promoted to Interim Chief Financial Officer and Interim Treasurer upon Mr. Glasman's resignation as Chief Financial Officer and Treasurer.

See “Compensation Discussion and Analysis - Elements of Our 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.

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Grants of Plan-Based Awards Table - Fiscal Year 2019

The following table presents information concerning plan-based awards made in fiscal year 2019 to each of our Named Executive Officers:
Estimated future payouts under non-equity incentive plan awards (1) Estimated future payouts under equity incentive plan awards (2) Grant date fair value of stock and option awards (3)
Name Grant date Threshold ($) Target ($) Maximum ($) Target (# of shares)
Michael C. Dennison
Time-Based RSUs 8/2/2019 $ —    $ —    $ —    15,314    1,158,504   
Short-Term Incentive Compensation 247,749    495,496    743,245    —    —   
Larry L. Enterline
Short-Term Incentive Compensation 186,986    373,973    560,959    —    —   
John Blocher
Time-Based RSUs 8/2/2019 —    —    —    3,966    300,028   
Short-Term Incentive Compensation 49,833    99,667    149,500    —    —   
Zvi Glasman
Short-Term Incentive Compensation 94,500    189,000    283,500    —    —   
Richard Winters
Time-Based RSUs 8/2/2019 —    —    —    6,279    475,006   
Short-Term Incentive Compensation 87,500    175,000    262,500    —    —   
Christopher J. Tutton
Time-Based RSUs 8/2/2019 —    —    —    6,279    475,006   
Short-Term Incentive Compensation 81,250    162,500    243,750    —    —   
Wesley E. Allinger
Time-Based RSUs 8/2/2019 —    —    —    3,966    300,028   
Short-Term Incentive Compensation 58,400    116,800    175,200    —    —   

(1)See page 43 of this Proxy Statement, under “Compensation Discussion and Analysis - Elements of Our Compensation Program - Annual Performance-Based Cash Bonuses” for a description of the potential performance-based cash bonuses our Named Executive Officers were eligible to receive in fiscal year 2019. Amounts in these columns assume that adjusted EBITDA, the financial metric for corporate performance for fiscal year 2019, is achieved at the threshold, target and Maximum levels, as applicable. For fiscal year 2019 performance, the Named Executive Officer’s received the “maximum” future payout outlined above, which was paid in fiscal year 2020.
(2)See page 46 of this Proxy Statement, under “Compensation Discussion and Analysis - Elements of Our Compensation Program- Equity-Based Awards” for a description of the RSU awards made to our Named Executive Officers in fiscal year 2019. The RSU awards do not have "threshold" or "maximum" amounts.
(3)Reflects the grant date fair value of the RSU 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 value for performance-based RSUs was calculated based on the probable outcome of applicable performance conditions, which assume that the target level of performance is achieved.

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Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2019
The following table presents certain information concerning outstanding equity awards held by each of our Named Executive Officers as of January 3, 2020:
Option awards Stock awards
Name
Number of securities underlying unexercised options (#) exercisable
Number of  securities underlying unexercised options (#) un - exercisable
Option  exercise price
Option expiration date
Number of RSUs that have not vested (#)
Market value RSUs that have not vested ($) (4)
Equity incentive plan awards: number of unearned RSUs that have not vested (#) (5)
Equity incentive plan awards: market or payout value of unearned RSUs that have not vested ($) (4)
Michael C. Dennison —   

—    $ —    —    27,547    $ 1,922,230    —    $ —   
Larry L. Enterline 290,191    (1),(2) —    5.16    6/15/2022 —    —    55,567    3,877,465   
John Blocher —    —    —    —    15,966    1,114,107    —    —   
Zvi Glasman —    —    —    —    18,534    1,293,303    —    —   
Richard Winters —    —    —    —    11,609    810,076    —    —   
Christopher J. Tutton —   

—    —    —    20,604    1,437,747    —    —   
Wesley E. Allinger 33,994    (3) —    5.16    6/15/2022 20,891    1,457,774    —    —   

(1)Options were granted to Vulcan Holdings, Inc.
(2)The option was granted pursuant to the 2008 Plan and vested in a single installment on June 15, 2013.
(3)The option was granted pursuant to the 2008 Plan and vested in 2 annual installments beginning June 15, 2012.
(4)Based on a fair market value of our common stock on January 3, 2020, the last trading day of fiscal year 2019, of $69.78 per share.
(5)See page 46 of this Proxy Statement, under “Compensation Discussion and Analysis - Elements of Our Compensation Program - Equity-Based Awards” for a description of the performance-based RSU award made to Mr. Enterline in fiscal year 2017. All other equity-based awards of the Named Executive Officers vest over time and are not tied to the achievement of any performance criteria.


Option Exercises and Stock Vested TABLE - Fiscal Year 2019
The following table presents certain information concerning the exercise of stock options and vesting of stock, including restricted stock units, during fiscal year 2019 for each of our Named Executive Officers on an aggregated basis:

Name Option awards
Stock awards
Number of shares
acquired on
exercise
(#)
Value
realized on
exercise
($)
Number of shares acquired on vesting (#) (1)
Value
realized on
vesting
($)
Michael C. Dennison —    $ —    5,504    (3)   $ 434,567   
Larry L. Enterline 242,000    14,411,008    55,567    (2)   3,524,615   
John Blocher —    —    11,875    (4)   932,643   
Zvi Glasman —    —    18,533    (5)   1,175,548   
Richard Winters —    —    1,776    (6)   108,229   
Christopher J. Tutton —    —    20,775    (7)   1,713,093   
Wesley E. Allinger —    —    8,225    (8)   655,647   
(1)Does not give effect to the shares withheld to satisfy tax obligations
(2)Reflects the vesting of performance-based RSUs on February 27, 2019, for which the performance criteria had been certified.
(3)Reflects the vesting of time-based RSUs on May 1, 2019 pursuant to Mr. Dennison's service on our Board prior to his appointment as a Named Executive Officer and vesting of other time-based RSUs on July 31, 2019.
(4)Reflects the vesting of time-based RSUs on May 2, 2019, May 7, 2019, July 1, 2019, and July 31, 2019.
(5)Reflects the vesting of time-based RSUs on February 27, 2019.
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(6)Reflects the vesting of time-based RSUs on October 31, 2019.
(7)Reflects the vesting of time-based RSUs on May 2, 2019 and July 1, 2019.
(8)Reflects the vesting of time-based RSUs on May 2, 2019, July 1, 2019, and July 31, 2019.

Equity Compensation Plan Information
        The following table presents certain information concerning equity awards under our compensation plans as of January 3, 2020:
Plan Category Number of securities to be issued upon exercise of outstanding options, RSUs, warrants and rights (#) Weighted-average exercise price of outstanding options, warrants and rights ($) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)
(a)   (b)   (c)  
Equity compensation plans approved by security holders (1) 858,050    $ 5.27    (2)   1,639,127   

(1)Options to be issued under the 2008 Stock Option Plan, the 2008 Non-Statutory Stock Option Plan and the 2013 Omnibus Plan.
(2)The weighted-average price does not take RSUs into account.

Equity-based incentive plans
2008 Stock Option Plan

Our Board adopted our 2008 Stock Option Plan, or the 2008 Plan, on January 4, 2008, and our stockholders approved the 2008 Plan in January 2008. The 2008 Plan was terminated upon the effective date of the 2013 Omnibus Plan. Our Compensation Committee currently administers the 2008 Plan. Prior to the establishment of our Compensation Committee in July 2013, the 2008 Plan was administered by our Board based on recommendations of the Compensation Committee of our subsidiary.

Stock subject to the 2008 Plan. As of January 3, 2020, 5,114,398 shares of our common stock were issued under the 2008 Plan and options to purchase an additional 380,083 shares of our common stock were outstanding under the 2008 Plan.

Stock options. The exercise price of all stock options granted under the 2008 Plan must equal at least 100% of the fair market value of our common stock on the date of grant (except for greater than 10% owners, as provided below). Incentive stock options granted under the 2008 Plan must be exercised within 10 years from the date of grant, and the period for exercising any non-statutory stock options is set by our Compensation Committee; provided, however, that an incentive stock option held by a participant who owns more than 10% of the total combined voting power of all classes of our stock or of the stock of our parents or subsidiaries, may not have a term in excess of five years and must have an exercise price of at least 110% of the fair market value of our common stock on the grant date. The option price is payable only in cash, except if our Company undergoes a change of control, in which case the option price may be satisfied through shares obtained through exercise of the option in connection with the change of control. Subject to the provisions of the 2008 Plan, our Compensation Committee determines the remaining terms of the options (e.g., vesting and the period following a participant’s termination of service during which the participant may exercise his or her option, provided that in no event may an option be exercised later than the expiration of its term).

Plan termination. Upon the completion of our IPO, the 2008 Plan was terminated and no shares of our common stock remain available for future issuance under the 2008 Plan. However, the 2008 Plan continues to govern the terms and conditions of awards originally granted under the 2008 Plan. Shares that were subject to outstanding options under the 2008 Plan on August 13, 2013 that are subsequently forfeited or terminated for any reason before being exercised have again become available for awards under the 2013 Omnibus Plan.
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2008 Non-Statutory Stock Option Plan

Our Board adopted our 2008 Non-Statutory Stock Option Plan, or the 2008 Non-Statutory Plan, on May 6, 2008. The 2008 Non-Statutory Plan was terminated upon the effective date of the 2013 Omnibus Plan, August 13, 2013. Our Compensation Committee currently administers the 2008 Non-Statutory Plan. Prior to the establishment of our Compensation Committee in July 2013, the 2008 Non-Statutory Plan was administered by our Board based on recommendations of the Compensation Committee of our subsidiary.

Stock subject to the 2008 Non-Statutory Plan. As of January 3, 2020, 643,516 shares of our common stock had been issued under the 2008 Non-Statutory Plan and options to purchase an additional 51,095 shares of our common stock were outstanding under the 2008 Non-Statutory Plan.

Stock options. The period for exercising any options granted under the 2008 Non-Statutory Plan is set by our Compensation Committee. The option price is payable only in cash, except if our Company undergoes a change of control, in which case the option price may be satisfied through shares obtained through exercise of the option in connection with the change of control. Subject to the provisions of the 2008 Non-Statutory Plan, our Compensation Committee determines the remaining terms of the options (e.g., vesting and the period following a participant’s termination of service during which the participant may exercise his or her option, provided that in no event may an option be exercised later than the expiration of its term).

Plan termination. The 2008 Non-Statutory Plan was terminated at the consummation of our IPO and no shares of our common stock remain available for future issuance under the 2008 Non-Statutory Plan. However, the 2008 Non-Statutory Plan continues to govern the terms and conditions of awards originally granted under the 2008 Non-Statutory Plan. Shares subject to outstanding options under the 2008 Non-Statutory Plan on August 13, 2013 that are subsequently forfeited or terminated for any reason before being exercised have again become available for awards under the 2013 Omnibus Plan.
2013 Omnibus Plan

Share reserve. We have reserved 2,491,351 shares of our common stock for issuance under the 2013 Omnibus Plan, plus an additional number of shares equal to any shares that are subject to outstanding awards under the 2008 Plan and the 2008 Non-Statutory Plan and which either cease for any reason to be subject to such awards or are forfeited, canceled or repurchased at their original issue price. In addition, the following shares of our common stock are available for grant or issuance under the 2013 Omnibus Plan:

shares subject to awards granted under the 2013 Omnibus Plan that are subsequently forfeited or canceled;

shares subject to awards granted under the 2013 Omnibus Plan that otherwise terminate without shares being issued; and

shares surrendered, canceled or exchanged for cash (but not shares surrendered to pay the exercise price or withholding taxes associated with the award).

Term. No awards under the 2013 Omnibus Plan will be made more than 10 years from the date our Board approved the plan.

Eligibility. Only our and our affiliates’ employees, consultants and board members are eligible to receive awards under the 2013 Omnibus Plan, although awards may be made to employees and consultants to whom an offer of employment has been or is being extended. Our Compensation Committee determines who will receive awards, and all of their terms and conditions.


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The following table sets forth certain information regarding grants of equity awards made under the 2013 Omnibus Plan during fiscal year 2019 for each of the following: (1) each of the Named Executive Officers; (2) all current executive officers of the Company as a group; (3) all current directors who are not executive officers as a group; and (4) all employees, including all current officers who are not executive officers, as a group.

2013 Omnibus Plan
Name and Position Dollar Value of Stock Options Dollar Value of Restricted Stock Units Total Number of Shares Underlying Restricted Stock Units Dollar Value of Restricted Stock Total Number of Shares of Restricted Stock
Michael C. Dennison, Chief Executive Officer    $ —    $ 1,158,504    15,314    $ —    —   
Larry L. Enterline, Former Chief Executive Officer    —    —    —    —    —   
John Blocher, Interim Chief Financial Officer and Interim Treasurer    300,028    3,966   
Zvi Glasman, Former Chief Financial Officer and Former Treasurer    —    —    —    —    —   
Richard Winters, President, Powered Vehicles Group    475,006    6,279   
Christopher J. Tutton, President, Specialty Sports Group    —    475,006    6,279    —    —   
Wesley E. Allinger, Executive Vice President, Cycling Business Unit, Specialty Sports Group    —    300,028    3,966    —    —   
Executive Group —    2,708,572    35,804    —    —   
Non-Executive Director Group —    524,290    6,985    —    —   
Non-Executive Officer Employee Group —    6,511,282    87,655    —    —   

Administration. Our Compensation Committee, all of the members of which are non-employee directors under applicable federal securities laws and outside directors as defined under applicable federal tax laws, administers the 2013 Omnibus Plan. Our Compensation Committee has the authority to construe and interpret the 2013 Omnibus Plan, grant awards and make all other determinations necessary or advisable for the administration of the plan. Awards under the 2013 Omnibus Plan may be made subject to performance goals based upon performance criteria and other terms in order to qualify as performance based compensation for the purposes of Section 162(m) of the Code.

Amendment. The Board may amend, alter, suspend, discontinue, or terminate the 2013 Omnibus Plan or