Fox Factory (FOXF) Proxy Filing summary

Executive summary

• Board encourages a vote in favor of the Say-on-Pay Proposal for 2024 executive compensation at the 2025 Annual Meeting.

• Glass Lewis recommended voting "FOR" the proposal, while ISS recommended "against" due to pay-performance alignment concerns.

• Board highlights a strong track record of aligning pay with performance, with 95% stockholder support in 2024 and an average of 94% over five years.

• No incentive payouts were made for 2024 due to not meeting performance targets; similar outcomes occurred in 2023.

• Forward-looking disclosure: 2025 incentive goals set significantly higher than 2024 results, reflecting a commitment to rigorous performance standards.

Executive compensation and say-on-pay

• Compensation Committee applied no discretion; all payouts strictly tied to pre-set performance targets.

• CEO's 2024 compensation: 13% base salary, 87% at-risk pay; 70% of annual target pay in long-term equity incentives.

• CEO's three-year Target TDC was $21.4M; Realizable Pay was $7.9M, down 63%, reflecting pay-performance alignment.

• For 2024, CEO SCT pay was $7.5M, Realizable Pay $2.6M, a 65% decrease, mirroring a 55% drop in TSR.

• 2025 annual incentive allows executives to elect 50% payout in two-year PSUs at 200% value, with all NEOs participating.

Voting matters and shareholder proposals

• Proposal 3 is the advisory vote on executive compensation (Say-on-Pay) for fiscal year 2024.

• Board unanimously recommends voting "FOR" Proposal 3.

• Glass Lewis supports the proposal; ISS opposes, citing pay-performance alignment concerns.