Fox Factory (FOXF) Proxy filing summary

Executive summary

• Fiscal year 2025 saw consolidated revenue growth despite macroeconomic headwinds, with $1.47B in sales and $168.4M in adjusted EBITDA, but a net loss of $544.7M due to significant goodwill and asset impairment charges and restructuring expenses.

• Phase 1 of a profit optimization plan achieved $25M in cost savings; Phase 2 aims for an additional $40M in 2026 through further business line rationalization and organizational streamlining.

• Strategic investments in product launches and OEM partnerships drove market share gains, while operational discipline and innovation remained core priorities.

• The company is conducting a strategic review of the Marucci brand to ensure long-term value realization.

Voting matters and shareholder proposals

• Stockholders will vote to elect two Class I directors for terms expiring at the 2029 Annual Meeting, ratify Grant Thornton LLP as independent public accountants for 2026, and approve an advisory resolution on executive compensation.

• The Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The Board expanded to nine members in 2026, appointing Alan L. Bazaar and Douglas J. Grimm, with a planned reduction to seven directors after the Annual Meeting.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Executive, and a new Transformation Committee focused on profitability and margin improvement.

• Annual board and committee self-evaluations are conducted, with feedback used to update governance practices.

• All directors except the CEO are independent under Nasdaq rules.