Fox Factory (FOXF) Proxy Filing summary

Executive summary

• Fiscal 2024 was marked by challenging OEM demand and macroeconomic volatility, prompting operational optimization and cost reduction initiatives targeting $25 million in savings for 2025 and beyond.

• Diversification into entry-premium bike and e-bike categories doubled the total addressable market, with strong OEM collaboration and positive customer response.

• Marucci's MLB partnership and new product launches across all segments reinforced innovation and growth focus.

• Operational efficiency improvements led to a $55 million year-over-year working capital improvement and $63 million in debt reduction in Q4 2024.

• Fiscal 2024 net sales were $1.39 billion, adjusted EBITDA $167 million, and net income $6.5 million, reflecting a 4.8% sales decline and 36% EBITDA decrease year-over-year.

Voting matters and shareholder proposals

• Stockholders will vote to elect two Class III directors for terms expiring at the 2028 Annual Meeting.

• Ratification of Grant Thornton LLP as independent public accountants for fiscal year 2025.

• Advisory vote on executive compensation (Say-on-Pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members, with six independent directors; all committees are composed solely of independent directors.

• Recent adoption of a director resignation policy for uncontested elections with less than majority support.

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

• Board skills matrix highlights expertise in finance, risk management, manufacturing, and sustainability.

• Stock ownership guidelines require significant equity holdings for executives and directors.