foxf-20260325

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 (Amendment No. )


Filed by the Registrant ☒
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))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under § 240.14a-12

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 all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Fox Factory_2026 Proxy Statement Cover.jpg

March 25, 2026

A Message from our Chief Executive Officer

Dear fellow Stockholders:

As we close the chapter on 2025, I am reminded that difficult years often clarify what matters most. Persistent macroeconomic headwinds, unforeseen tariffs, and cautious consumer spending across our end markets presented genuine challenges throughout the year. In response, we returned to what has always defined FOX: operational discipline, relentless innovation, and a commitment to delivering performance enhancing products that our customers demand. We strategically invested in product launches that strengthen our competitive position with key OEM partners, while staying true to our premium positioning.

We took greater control this year. Through decisive actions to optimize our footprint via facility consolidation, we completed our goal of reducing costs by approximately $25 million in 2025. These were not easy decisions, but they were the right ones – key in building a more efficient, more focused organization that we believe will be positioned to capitalize when market conditions improve in the years to come.

While more work lies ahead, I am pleased that we were able to grow consolidated revenue for the full year 2025. In our PVG segment, we deepened partnerships with major OEMs, driving growth through expanded platform adoption with automotive and powersports manufacturers. In our AAG segment, we reached a breakthrough moment with our first direct OEM upfitting program, proving our capability to scale these strategic relationships and opening a promising path that we intend to expand upon in 2026. Our market share gains in aftermarket components demonstrate that when we deliver premium performance, enthusiasts will respond in any environment. In our SSG segment, our bike business demonstrated meaningful resilience in a turbulent industry environment, finishing fiscal 2025 slightly ahead of 2024 despite widespread headwinds facing our OEM customers. That stability is a testament to the strength of the FOX brands and the loyalty of our enthusiast community. Marucci, meanwhile, continues to hold its position as the premier brand in baseball. While near-term profitability has been impacted by strategic growth investments in new categories and the effects of tariffs, our conviction in this brand and its team remains strong. We are conducting a thorough strategic review of Marucci intended to ensure it is positioned to fully realize its long-term potential.

Looking ahead to 2026, we seek to build upon our profit optimization initiative by driving an incremental $40 million of actions as a means to advance our tariff mitigation efforts and position the business to recapture the historical margins our business has demonstrated it can deliver. This second phase of our optimization strategy will be defined by our ability to maximize efficiencies across our footprint, simplify our business, and concentrate resources on core products that drive profitability. Our team is aligned toward a common goal of driving free cash flow generation to reduce leverage and strengthen our balance sheet.

Through it all, we continued to focus on innovation, bringing our rigorous research and development efforts to enthusiasts around the world. We believe that when we deliver premium performance products, enthusiasts respond, even in tough times. That is the enduring power of the FOX brand, which has underpinned the Company for over 50 years. Our unyielding commitment to delivering industry-leading products is what cements FOX’s leadership position for the next generation of performance-seeking enthusiasts.

We believe our operational foundation is stronger than it was last year and our relationships with our most important customers are deeper and more embedded in their product roadmaps than ever before. We are broadening our reach to new OEMs, industries and geographies where our products are intended to solve real problems and provide meaningful value to enthusiasts. We believe FOX is ideally positioned to benefit from end-market recovery with our premium portfolio of brands, legacy of innovation, and strong commercial relationships with the leading OEM companies in our respective industries. As we press forward with our operational efficiency initiatives, I believe we are poised to demonstrate progress toward our margin enhancement goals in the near-term, and revenue growth over the long-term.

Underpinning everything we do is our commitment to continuously building a stronger team. The challenges of recent years have demanded more from our people, and they have delivered. We have made deliberate investments in attracting, developing, and retaining talent aligned with our culture of performance, accountability, and innovation. As we streamline the business and sharpen our focus on core operations, we are also strengthening the leadership and capabilities needed to execute our next phase of growth. We are never done building. Our relentless pursuit of excellence — in our products, our operations, and our people — is at the heart of what FOX has always stood for.

Thank you, as always, for your continued support of Fox Factory.

We cordially invite you to attend FOX's 2026 Annual Meeting of Stockholders, which will be held via webcast on Friday, May 8, 2026, at 1:00 p.m. Eastern Daylight Time. Please note that this year's Annual Meeting will be held virtually, which means that you will be able to register and vote online by visiting www.proxydocs.com/FOXF. Please visit www.proxydocs.com/FOXF for complete details. I look forward to speaking with you then.


Sincerely,

Michael C. Dennison
Director and Chief Executive Officer

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 8, 2026

Date & Time:

Friday, May 8, 2026

1:00 p.m. EDT

Location:
via webcast
www.proxydocs.com/FOXF

Record Date:

close of business on

March 10, 2026

Fox Factory Holding Corp.’s 2026 Annual Meeting of Stockholders (the "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.proxydocs.com/FOXF. You will not be able to attend the Annual Meeting in person.

The purposes of the meeting are to:

1. Elect two Class I directors, as described in the Proxy Statement, each to serve for a term to expire at the 2029 Annual Meeting of Stockholders;

2. Ratify the appointment of Grant Thornton LLP as our independent public accountants for fiscal year 2026; and

3. Vote on an advisory resolution to approve the Company’s executive compensation.

The stockholders will also 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 10, 2026 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 2055 Sugarloaf Circle, Suite 300, Duluth GA 30097. The Notice of Annual Meeting, Proxy Statement, Proxy Card, Annual Report, and other Proxy Materials are first being sent or made available to stockholders on or about March 25, 2026.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on May 8, 2026

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. The Company's 2026 Proxy Statement and Annual Report for fiscal year 2025 are available online at www.proxydocs.com/FOXF. We encourage you to access and review such materials before voting.

Your vote is 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) completing, dating, signing, and returning the enclosed proxy card as promptly as possible if you received paper copies of your Proxy Materials in the mail. 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 ensure that your vote is counted, if, for any reason, you are unable to attend. Our proxy tabulator, BetaNXT, 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 Thursday, May 7, 2026.


By Order of the Board of Directors,

Toby D. Merchant
Chief Legal Officer and Secretary
Duluth, GA
March 25, 2026

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 2026 Annual Meeting of Stockholders (“the Annual Meeting”), which will be held via webcast on Friday, May 8, 2026, at 1:00 p.m. Eastern Daylight Time, or at any adjournment or postponement thereof.

We first sent or made available these Proxy Materials to our stockholders on or about March 25, 2026. A copy of this Proxy Statement, the proxy card and our Annual Report for fiscal year 2025 (collectively, the “Proxy Materials”) can be found at the web address: www.proxydocs.com/FOXF. 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 2025 generally refers to our 2025 fiscal year, which was from January 4, 2025 through January 2, 2026 (“fiscal year 2025”).

2026 ANNUAL MEETING INFORMATION

Date and Time. The Annual Meeting will be held “virtually” through a webcast on Friday, May 8, 2026, at 1:00 p.m. Eastern Daylight Time. 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. Eastern Daylight Time. Online access to the webcast will open approximately 15 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 and register at www.proxydocs.com/FOXF. As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. On the day of the Annual Meeting, stockholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 1:00 p.m. Eastern Daylight Time. We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.

Submitting Questions at the Annual Meeting. Stockholders may submit questions when registering for the Annual Meeting or during the Annual Meeting once online access to the Annual Meeting is open. 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 previously submitted your vote. For instructions on how to do so, see the section titled “How do I vote my shares at the Annual Meeting?” under Questions and Answers About this Proxy Statement and the Annual Meeting.

TABLE OF CONTENTS


			Page
PROXY SUMMARY			1
Performance Highlights			2
Stockholder Engagement			4
Director Nominees			6
ELECTION OF CLASS I DIRECTORS (Proposal 1)			7
DIRECTOR COMPENSATION			15
CORPORATE GOVERNANCE			16
The Board of Directors			16
Certain Relationships and Related Transactions and Director Independence			21
Nominations of Directors			22
Sustainability			23
Communications with the Directors			24
Board of Directors, Executive Officers and Committees			25
EXECUTIVE COMPENSATION			28
Compensation Discussion and Analysis			28
Summary Compensation Table - Fiscal Years 2025, 2024, and 2023			44
Grants of Plan-Based Awards Table - Fiscal Year 2025			45
Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2025			46
Stock Vested Table - Fiscal Year 2025			47
Equity Compensation Plan Information			47
Change of Control, Separation or Severance Benefits			48
Employment Agreements			49
Estimated Potential Payments upon Change of Control or Certain Termination Events			51
Chief Executive Officer Pay Ratio			52
Pay vs. Performance Comparison			53
COMPENSATION COMMITTEE REPORT			57
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal 2)			58
AUDIT COMMITTEE REPORT			60
ADVISORY VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION (Proposal 3)			61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			62
DELINQUENT SECTION 16(a) REPORTS			64
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2027			64
ATTENDING THE ANNUAL MEETING VIA WEBCAST			65
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS			65
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING			66
ANNEX A - NON-GAAP MEASURES			A-1
This Proxy Statement and the accompanying materials contain “forward-looking” statements regarding Fox Factory Holding Corp.’s (the “Company”) current expectations within the meaning of the applicable securities laws and regulations. Forward-looking statements generally are identified by words such as “may,” “might,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “likely,” “potential”, or “continue” or other similar terms or expressions. All statements other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond the Company’s control and are difficult to predict. These risks and uncertainties include, but are not limited to, the factors and risks detailed in the Company filings with the Securities and Exchange Commission, including the sections entitled “Special Note Regarding Forward-Looking Statements’ and “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended January 2, 2026. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

PROXY SUMMARY

2026 Annual Meeting of Stockholders


Date and Time			Virtual Stockholder Meeting (Via Webcast)
May 8, 2026, 1:00 p.m. EDT			Register at www.proxydocs.com/FOXF
Record Date			Voting Eligibility
March 10, 2026			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	7

2	Ratify the appointment of Grant Thornton LLP as our independent public accountants for fiscal year 2026	FOR	58

3	Approve an advisory resolution on our executive compensation	FOR	61

2025 Performance Highlights

Overview of Business

Fox Factory Holding Corp. is a global leader in the design, engineering, manufacturing and marketing of premium products and systems that deliver championship-level performance for customers worldwide. Our premium brands, 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, and specialty vehicles and applications. In addition, we offer premium baseball and softball products.

Some of our products are specifically designed and marketed for certain leading cycling and powered vehicle original equipment manufacturers (“OEMs”), including Giant, Cube, Orbea, Canyon Bicycles, Yeti Cycles, Santa Cruz Bicycles, Trek Bicycles and Specialized in our Specialty Sport Group (“SSG”) segment, and Ford, Polaris, BRP, Toyota, Kawasaki, Stellantis, CFMoto, Yamaha, Honda, and Jeep in our Powered Vehicles Group (“PVG”) and Aftermarket Applications Group (“AAG”) segments, while others are distributed to consumers through a global network of dealers and distributors and through direct-to-customer channels.

Additionally, within our AAG segment, we upfit trucks and vehicles to be off-road capable and 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 within our SSG segment.

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. Professional athletes using our products are consistently successful in elite competitive events around the world providing brand 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 seeking high-performance products.

We take a disciplined approach to managing our portfolio, prioritizing our core categories and the performance‑defining products that align with our capabilities and brand positioning. Our recent efforts are focused on strengthening our strategic core of innovative products and businesses that reflect our highest growth and margin opportunities while reducing exposure to non-core or lower‑return activities. This disciplined focus is supported by ongoing operational improvements, cost actions, and organizational streamlining designed to enhance efficiency and reinforce our operating foundation. Collectively, these initiatives are intended to position us to deliver stronger margins and improved operating leverage as we continue to emphasize sustainable, profitable growth.

2025 Performance Highlights and Key Accomplishments

Financial Results

In fiscal year 2025, the Company delivered consolidated revenue growth despite ongoing headwinds across its end markets. Management completed Phase 1 of the profit optimization plan, realizing approximately $25 million in cost savings through footprint optimization, supply chain improvements, and continuous improvement efforts across all operating segments. These actions helped mitigate the impact of tariffs and supported operational efficiency during the year. The Company also began its planning for Phase 2 initiatives to be actioned in 2026, including business line rationalization and organizational streamlining, to further enhance margin performance. Collectively, these accomplishments reflect meaningful progress in strengthening the Company’s operating foundation and driving improved profitability in a challenging environment.

Fiscal Year 2025 Results

Sales

Net Income*

Earnings per Diluted Shares*

$1,467.3M

$(544.7)M

$(13.03)

Adjusted EBITDA**

Adjusted Net Income**

Adjusted Earnings per Diluted Shares**

$168.4M

$44.6M

$1.06

* Net loss was $(544.7) million, or $(13.03) per diluted share for fiscal year 2025, compared to net income of $6.5 million, or $0.16 per diluted share for fiscal year 2024. The decrease was driven by the impact of $557.3 million goodwill impairment, $13.5 million intangible and long-lived asset impairment, and $13.9 million organizational restructuring expenses.

** Reconciliations of non-GAAP measures are provided in Annex A, attached hereto.

Fiscal Year 2025 Percentage Changes (Year over Year)

* Net income decreased by $551.2 million to $544.7 million net loss in fiscal year 2025 from $6.5 million net income in fiscal year 2024, mainly due to goodwill impairment charges, intangible and long-lived asset impairment charges, and organizational restructuring expenses recognized in fiscal year 2025. The percentage change is not shown in the chart.

Key Management and Governance Developments

On February 13, 2026, the Board increased the size of the Board by one director and appointed Alan L. Bazaar as a Class II director with a term expiring at the Company’s 2027 annual meeting of stockholders to fill the vacancy created by the increase in the number of directors, and formed an advisory committee of the Board to oversee management’s efforts with respect to profitability, cost-cutting and margin improvement (the “Transformation Committee”). In connection with Mr. Bazaar’s appointment to the Board, he was appointed to serve on the Board’s Compensation Committee, Nominating and Corporate Governance Committee, and the newly formed Transformation Committee.

On March 25, 2026, the Board increased the size of the Board by one director and appointed Douglas J. Grimm as a Class I director with a term expiring at the 2026 Annual Meeting to fill the vacancy created by the increase in the number of directors. In connection with his appointment, Mr. Grimm was appointed to serve on the Board’s Audit Committee and Transformation Committee. Mr. Grimm has also been nominated for election to the Board at the 2026 Annual Meeting for a term expiring at the Company’s 2029 annual meeting of stockholders.

Extensive Stockholder Engagement and Demonstrated Responsiveness

Fostering strong, long-term relationships with our stockholders and other stakeholders is important to us. We maintain a robust year-round stockholder engagement program to properly understand stockholder interests, and our senior management and investor relations team routinely communicate with our stockholders to solicit their views with respect to a range of matters including specific aspects of our business strategy, capital allocation, corporate governance, and executive compensation. We value our stockholders’ perspectives regarding our corporate governance, sustainability and executive compensation practices, as well as our business strategy and public disclosures. We conduct ongoing reviews of both our governance and executive compensation practices to ensure that we maintain best practices. We also regularly work to expand and enhance our public disclosure around the topics of interest to our stockholders.

In fiscal 2025, we (1) regularly engaged with many of our large stockholders as well as other stockholders who reached out separately throughout the course of the year, and (2) conducted specific stockholder engagement starting in September 2025, and continuing throughout the fall, to obtain stockholder feedback regarding the results of our most recent Say-on-Pay proposal. The information below provides an overview of our stockholder engagement efforts in fiscal 2025. We believe our proactive engagement resulted in constructive feedback and input from stockholders and we intend to continue these efforts.


Who We Engage	How We Engage	Key Topics of Engagement
•Institutional Investors •Sell-side Analysts •Retail Stockholders	•One-on-One and Group Meetings •Earnings Calls •Industry Presentations and Conferences •Written and Electronic Communications	•Overall Business Strategy •Capital Allocation •Current Business and Financial Conditions •Executive Compensation
Key Engagement Resources
•Our Website at investor.ridefox.com •Quarterly Earnings	•Annual Proxy Statement (including proxy supplements) •Annual Meeting •Annual Report

2025 Stockholder Engagement by the Numbers


42%	Percentage of our Common Stock Owned by Stockholders with Whom We Engaged in Fiscal Year 2025	8	Investor Conferences
266	At Least 266 Individual Investor Engagements in Fiscal Year 2025	2	Non-Deal Road Shows

Say-on-Pay Feedback Engagement Efforts

In May 2025, we received approximately 67% stockholder support for our Say-on-Pay proposal. Abstention votes and broker non-votes were at 14%. In response to the decline in Say-on-Pay support of our executive compensation program and 2024 executive compensation paid, we actively solicited feedback from our stockholders regarding the design of our compensation program, suggestions on how to improve the compensation program from a stockholder viewpoint, and ideas on how to enhance the transparency of our disclosure going forward. In addition, we sought feedback on key governance and sustainability issues. The meetings with stockholders included senior leaders from our legal and finance teams. Members of the

Compensation Committee were also available to attend any meeting in which a stockholder requested their presence.

Say-on-Pay Feedback Engagement by the Numbers


79.3%	Percentage of our Common Stock Represented by Stockholders Contacted
54.2%	Percentage of our Common Stock Represented by Stockholders who Responded to our Request for a Meeting	10	Meetings Held
33.3%	Percentage of our Common Stock Represented by Stockholders who Accepted our Request for a Meeting

We focused these efforts on listening to our stockholders to better understand their perspectives on our executive compensation program, including the concerns of those who voted against last year’s Say-on-Pay proposal, to ensure our approach to executive compensation aligns with the expectations of our stockholders and regain the support of those that voted against the proposal. The feedback received from the aforementioned meetings was relayed to the Compensation Committee and the Board and informed certain changes and additions to our disclosures and 2026 executive compensation program. Below is a summary of the key issues discussed in these calls and the actions taken.


What We Heard			What We Did
Investors indicated a preference for the majority of compensation to be “at risk”.			Ensured that our executive compensation program remained focused on predominantly providing at-risk, performance-based compensation.
Some investors commented that their preferred metric for our performance stock units (“PSUs”) was return on invested capital (“ROIC”) and free cash flow (“FCF”).			Each year the Compensation Committee reviews our incentive plan metrics to ensure alignment with our strategic plans. Our performance metrics are carefully selected to motivate performance that drives achievement of long-term goals. In response to the feedback, the Compensation Committee reinstituted both ROIC and FCF as metrics for the 2026 PSUs.
Some investors expressed a preference for PSUs to be measured using one three-year metric versus three one-year targets and that we determine the targets at the beginning of the performance period.			For the 2026 PSUs, the Compensation Committee determined to set all targets for the full three years at the beginning of the performance period.
Some investors requested that we revisit our peer group to ensure it is more closely aligned to our business.			The Compensation Committee revised and updated the peer group, effective after the Compensation Committee’s meeting in May 2025. We believe this new peer group is comprised of comparable companies and maintains alignment with the Company’s current business strategy and market positioning.
One investor inquired about our viewpoints on classified board structure and the ability of stockholders to call special meetings and act by written consent.			The Board continues to evaluate these matters as part of its ongoing review of the Company’s governance framework, taking stockholder feedback and evolving governance practices into consideration.

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” each of the director nominees.

Name

Age

Director Since

Occupation

Committee(s)

Independent Directors

Elizabeth A. Fetter

June 2017

Former CEO and President of Symmetricom Inc.

Chair of the Compensation Committee and Member of Nominating and Corporate Governance Committee

Douglas J. Grimm

March 2026

CEO of V-to-X, LLC

Member of Audit Committee

ELECTION OF CLASS I DIRECTORS

(PROPOSAL 1)

The Board of Fox Factory Holding Corp. is currently comprised of nine 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, Ms. Fetter, and Mr. Grimm are Class I directors. Ms. Fetter and Mr. Grimm are up for election at this year’s Annual Meeting of Stockholders. Mr. Mendenhall will serve until the 2026 Annual Meeting of Stockholders and will not stand for re-election. Messrs. Dennison, Johnson, Bazaar, and Waitman are Class II directors and will serve until the 2027 Annual Meeting of Stockholders, or earlier in the case of such Class II director’s earlier death, resignation or removal, except for Mr. Waitman, who will resign from the Board effective as of the 2026 Annual Meeting. Mr. Duncan and Ms. Hlay are Class III directors and will serve until the 2028 Annual Meeting of Stockholders, or earlier in the case of such Class III director’s earlier death, resignation or removal. Under a cooperation agreement that the Company entered into with Engine Capital L.P. and certain of its affiliates (collectively, “Engine Capital”), as disclosed in the Current Report on Form 8-K filed February 9, 2026 with the SEC, the Company agreed to: appoint, and has appointed, Alan L. Bazaar and Douglas J. Grimm to the Board; and nominate and recommend, support and solicit proxies for the election of Mr. Grimm to the Board at the Annual Meeting.

The Class I directors are proposed to be elected at the Annual Meeting to serve for a term to expire at the 2029 Annual Meeting of Stockholders or earlier in the case of such Class I director’s earlier death, resignation or removal. The Board nominated Ms. Fetter and Mr. Grimm for election as Class I directors. The nominees indicated a willingness to stand for election and to serve if elected. 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, who have been designated as such by the Board, will vote your proxy for the nominee. In the event that a nominee for director withdraws or for any reason is not able to serve as a director, the persons named as proxies in the proxy card 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 to the Board each nominee that the Board recommends to stockholders. The following paragraphs describe the business experience and education of our directors.

Directors Up for Election


						Elizabeth A. Fetter Director Age: 67 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 and currently serves as the Chair of the Compensation Committee and is a member of the Company’s Nominating and Corporate Governance Committee. Ms. Fetter has decades of board experience. She served on the McGrath Rentcorp Board of Directors from 2014 through 2024. She previously served on the Board of Talend SA from January 2020 through August 2021, when the company went private with Thoma Bravo. She served on the Alliant International University Inc. Board of Directors from 2015 to 2017 and on the Connexed Technologies Inc. Board of Directors from 2004 through 2021. Ms. Fetter served as a member of the Symmetricom Inc. Board of Directors from 2000 to 2013 and was appointed President and CEO 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 CEO of NxGen Modular LLC from 2011 to 2012, and was President, CEO, 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 has more than 25 years of public and private company board experience and held CEO roles at three companies ranging from startup to $5B in revenue. She has extensive experience in technology, telecommunications, real estate, and financial sectors. In 2019, she was named one of the Most Influential Corporate Board Directors by Women Inc. With significant experience in leadership and business development, Ms. Fetter brings a sophisticated understanding of public company operational requirements and strategic development, which qualifies her as director.


						Douglas J. Grimm Director Age: 64 Independent Director Since: March 2026 Committees: Member of Audit

Douglas J. Grimm joined our Board as a director in March 2026. Mr. Grimm currently serves as the CEO of V-to-X, LLC, which is focused on advising and investing in the mobility sector. From 2015 to 2017, he served as President and Chief Operating Officer at Metaldyne Performance Group (NYSE: MPG), a $3 billion automotive metals supplier with 60 manufacturing plants in 13 countries and 12,000 employees. Previously, Mr. Grimm founded and was Chairman and CEO of Grede Holdings LLC, which subsequently merged into MPG. He also served in various leadership roles during different periods at the company between 2001 and 2006, where he was responsible for commercial operations, forging and casting operations, global purchasing, and quality. At Visteon (NASDAQ: VC), Mr. Grimm served as Vice President of Global Ford, Materials Management, Powertrain Electronics & Fuel Operations. While at Dana Corporation (NYSE: DAN), Mr. Grimm served in several executive positions, including Vice President of Global Strategic Sourcing. He started his career at Chrysler Corporation, where he spent ten years prior to transitioning into the automotive supply base. Mr. Grimm currently serves as Chairman of the Board of Blue Bird Corporation (NASDAQ: BLBD) and is a member of the board of directors of Lumileds and Pangea Corporation. He is also the former Chairman of the Board of Electrical Components International, Inc. (ECI). Mr. Grimm holds a Bachelor of Arts in Economics & Management from Hiram College and a Master of Business Administration from the University of Detroit.

Mr. Grimm has been selected to serve on our board of directors based on his extensive executive experience in the automotive industry, manufacturing, and operations.

Directors Not Up for Election


						Michael C. Dennison Director and CEO Age: 58 Non-Independent Director Since: February 2018

Michael C. Dennison has served as CEO since June 2019, having previously joined FOX in August 2018 as President, Powered Vehicles Group of Fox Factory, Inc. (“PVG”). Mr. Dennison has served as a director on our Board since February 2018. In addition to his current responsibilities, Mr. Dennison has extended his leadership roles by serving as a board member of Solo Brands from May 2022 to March 2026, presiding as Chairman of the K&N Filters Board since 2024, and serving on GoPro’s board of directors since June 2025. His tenure at FOX was preceded by a significant stint as President and Chief Marketing Officer for Flex Ltd. (NASDAQ:FLEX). While at Flex Ltd., Mr. Dennison served in a number of leadership roles, spearheading the procurement and global supply chain divisions, as well as serving as Senior Vice President of Business Management for both the High-Velocity Solutions group and the Mobile and Consumer Segment. Before his impactful association with Flex Ltd., he served as Regional Director at Arrow Electronics in New York. Mr. Dennison earned a Bachelor of Arts degree in Liberal Arts from Oregon State University in 1989.

Mr. Dennison brings over 25 years of leadership experience to the Board with considerable expertise to reach strategic, operational, sales, and marketing objectives. Mr. Dennison has extensive management experience with international consumer products, high technology, and global supply chain management. Additionally, his deep institutional knowledge of FOX, its products, and customers, coupled with his strategic acumen allows Mr. Dennison to provide the Board with unique insight into the Company’s operations.


						Alan L. Bazaar Director Age: 56 Independent Director Since: February 2026 Committees: Member of Nominating and Corporate Governance and Compensation

Alan L. Bazaar joined the Board in February 2026 and is a member of the Compensation Committee and Nominating and Corporate Governance Committee. He has served as the CEO and Co-Chief Investment Officer of Hollow Brook Wealth Management LLC, an investment advisory services firm, where he is responsible for firmwide operations, investment research, and portfolio management, since January 2013, and before that, as a Managing Director, from 2010 to 2012. Prior to that, Mr. Bazaar was a Managing Director and Portfolio Manager at Richard L. Scott Investments, LLC, a private investment firm, where he comanaged the public equity portfolio and was responsible for all elements of due diligence, from July 1999 until December 2009. Previously, Mr. Bazaar was employed by Arthur Anderson LLP in the Assurance and Financial Buyer's Practices group and in the Business Fraud and Investigation Services Unit. Currently, Mr. Bazaar serves on the Board of Directors of Orthofix Medical Inc. (NASDAQ: OFIX), a medical technology company, since December 2023. Previously, Mr. Bazaar served on the Board of Directors of Wireless Telecom Group, Inc. (formerly NYSE AMERICAN: WTT), which designs and manufactures radio frequency and microwave-based products for wireless and advanced communications industries, from June 2013 to August 2023, including as the Chairman of the Board of Directors, from April 2014 to August 2023. Prior to that, Mr. Bazaar served on the Board of Directors of each of PDL BioPharma, Inc. (formerly NASDAQ: PDLI), a developer of innovative therapeutics and healthcare technologies, from February 2020 to March 2021, Hudson Global, Inc. (formerly NASDAQ: HSON) (n/k/a Star Equity Holdings, Inc. (NASDAQ: STRR)), a talent solutions provider, from June 2015 to May 2019, Sparton Corporation (formerly NYSE: SPA) a provider of design, development and manufacturer services for complex electromechanical devices, from May 2016 until it was acquired by Sparton Parent, Inc. (f/k/a Striker Parent 2018, LLC), an affiliate of Cerberus Capital Management, L.P., in May 2019, LoJack Corporation (formerly NASDAQ: LOJN), a provider of products and services for tracking and recovering cars, trucks, and other valuable mobile assets, from March 2015 until it was acquired by CalAmp Corp. (formerly NASDAQ: CAMP) in March 2016, NTS, Inc. (formerly NYSE AMERICAN: NTS), a provider of advanced communication services, from December 2012 until it was acquired by an affiliate of private equity firm, Tower Three Partners LLC, in June 2014, and Media Sciences International, Inc. (formerly NASDAQ: MSII), a manufacturer and distributor of business color printer supplies and industrial ink applications in the United States, from 2004 to April 2008. Mr. Bazaar also previously served as a director of Airco Industries, Inc., a privately held manufacturer of aerospace products. Mr. Bazaar holds a Bachelor of Arts from Bucknell University, and a Master of Science in Accounting and Master of Business Administration from the Stem School of Business at New York University. Mr. Bazaar is a Certified Public Accountant (inactive).

Mr. Bazaar's successful track record as an accomplished business leader with significant experience as a CEO and member of public company boards make him a valuable addition to the Board.


						Thomas E. Duncan Director Age: 61 Independent Director Since: July 2017 Committees: Chair of Nominating and Corporate Governance

Thomas E. Duncan joined the Board in July 2017 and is Chair of the Company’s Nominating and Corporate Governance Committee. He is currently President/CEO of Snaga LLC where he has served since December 2024. Prior to his current role, Mr. Duncan was the CEO of SDI LLC and prior to that, he was a Managing Board Member for Positec Group, a global manufacturer and marketer of power tools and lawn and garden equipment and accessories including the Rockwell and WORX brands from January 2004 to February 2023. Prior to Positec, 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 was a director on the Outdoor Power Equipment Institute Board of Directors from October 2015 to April 2023 (Board Chair 2021-2022), and is currently 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. From 2018 to 2021, Mr. Duncan served on 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 has over 25 years of experience in the manufacturing and consumer durable goods industries, with significant expertise in brand development and scaling operations. He has a track record of success in direct marketing and operational management, bringing a unique insight into sales and growth strategies for the Company. Mr. Duncan’s strong global business leadership and executive management skills coupled with his strategic vision qualifies him to be a director.


						Jean H. Hlay Director Age: 66 Independent Director Since: February 2019 Committees: Chair of Audit and Member of Compensation Audit Committee Financial Expert (as defined under SEC rules)

Jean H. Hlay has served on the Board since February 2019, was named Chair of the Audit Committee of the Company in April 2021 and is a member of the Company’s Compensation Committee. 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 Chief Operating Officer in 2009 and continued in both roles until 2018. Prior to MTD, Ms. Hlay was CFO 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, and from 2006 to 2018 she served on the Outdoor Power Equipment Institute Board of Directors. Ms. Hlay also serves as a director for Blain’s Supply, Buckeye Corrugated Inc., and BCD Parent, Inc., which is a parent company of American Trailer World (ATW). Ms. Hlay earned a Bachelor of Science, business administration degree in accounting from Bowling Green State University and is a CPA (inactive).

Ms. Hlay has first-hand knowledge and experience in the consumer products manufacturing industry, value creation in this sector, and global operations. Her business expertise, customer-centric philosophy, and commitment to delivering quality products provide our Board with unique insight into consumer-branded manufacturing products and corporate strategy for such goods. She has a global vision, a commitment to success, and extensive leadership experience that qualify her as director.


						Sidney Johnson Director Age: 64 Independent Director Since: January 2021 Committees: Member of Nominating and Corporate Governance and Compensation

Sidney Johnson has served on the Board since January 2021, and is a member of both the Company’s Compensation Committee and Nominating and Corporate Governance Committee. Mr. Johnson has over 25 years of operational excellence and global supply chain experience in the technology, global mobility, and automotive manufacturing industries. He most recently served as Head of Procurement and Automotive Sourcing at Harman International Industries, Inc. from March 2020 to April 2021. He began his career at General Motors in 1988, holding a variety of positions in operations, lean manufacturing, purchasing, and quality assurance before joining Delphi in 2000 as Purchasing Director. He spent over 25 years with Aptiv (formerly Delphi) with his last role as Senior Vice President, Global Supply Chain Management. In this role, he built supplier capabilities and implemented global sourcing strategies that allowed for greater business flexibility and cost efficiencies. Previously, he has served as Vice Chair of the National Minority Supplier Development Council Board of Directors and Advisory board member of the International Trade Centre, a joint agency between the World Trade Organization and the United Nations. Mr. Johnson earned a Bachelor of Science degree in industrial engineering and technology from Central State University in Wilberforce, Ohio, and a Master of Science degree in industrial management from Wesleyan University in Indianapolis.

Mr. Johnson has a breadth of knowledge and experience in logistics and supply chain management, ranging from national and international supply chain ecosystems to novel disruptors in the global economy. His unique insight is critical to the Company as we implement the next phase of efficiencies into our business and operations and build supplier diversity. His accomplishments in operational efficiency and value creation across various sectors, including the automotive sector, as well as his unique insight into supply chain risk in an evolving global economy, qualify him to serve as director.

Director Skills and Expertise Matrix

The matrix below highlights the key skills and qualifications of each Director. The Nominating and Corporate Governance Committee periodically reviews the overall composition of the Board to ensure a balanced mix of knowledge and experience. This matrix serves as a high-level summary rather than an exhaustive list, showcasing the primary areas of expertise for each Director. It is important to note that the absence of a mark does not imply a lack of experience, qualifications, or skill. Directors have acquired these experiences, qualifications, and skills through education, direct experience, and oversight responsibilities.

M.DENNISON

D.MENDENHALL

A.BAZAAR

T.DUNCAN

E.FETTER

D.GRIMM

J.HLAY

T.WAITMAN

S.JOHNSON

FINANCIAL EXPERTISE: is critical for leveraging our success metrics and ensuring precise reporting and strong internal auditing

BRAND AND MARKETING: key to effectively stewarding and elevating our world-class brands

OTHER PUBLIC COMPANY BOARD: showcases a solid grasp of governance, strategy, risk management, and growth oversight

INFORMATION TECHNOLOGY/CYBERSECURITY: is essential for grasping our capabilities and the risks tied to cybersecurity

RISK MANAGEMENT EXPERTISE: is crucial for identifying and navigating the complexities of our increasingly global business environment

HUMAN CAPITAL MANAGEMENT: is key to understanding workforce development and crafting compensation programs that attract and retain top talent.

INTERNATIONAL EXPERIENCE: is vital for our global operations and the worldwide reach of our breadth of products

LEADERSHIP EXPERIENCE: is essential; we seek directors who can confidently advise our executive team on diverse challenges

CORPORATE RESPONSIBILITY/ SUSTAINABILITY: enhances our understanding of key issues that directly impact our business strategy

MANUFACTURING INDUSTRY EXPERIENCE: including supply chain and procurement expertise, is crucial for navigating our global footprint and robust operations

AGE3

GENDER

Male

Female

Male

Female

Male

1 Average tenure as of March 25, 2026.

2 Director diversity is calculated based on gender and ethnicity.

3 Age as of March 25, 2026.

Required Vote for Election of Directors

The election of directors in contested elections and uncontested elections of non-incumbent 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. Pursuant to the Corporate Governance Guidelines, in uncontested elections of incumbent directors, nominees receiving a majority of the votes cast in person or by proxy at the Annual Meeting will be elected as a director. If a nominee fails to receive more votes “for” than “against,” the nominee must tender his or her resignation to the Chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider the resignation and make a recommendation to the Board as to whether to accept or reject the tendered resignation and whether other action should be taken. The Board will then consider each tendered resignation and act on each, and within 90 days following certification of the election results, the Company will publicly announce the decision of the Board whether to accept or reject the tendered resignation.

Recommendation of the Board

The Board recommends that you vote “FOR” each of the nominees, Ms. Fetter and Mr. Grimm, to be elected to our Board as Class I directors for terms ending at our 2029 Annual Meeting of Stockholders or earlier in the case of such director’s death, resignation, or removal.

DIRECTOR COMPENSATION

Non-employee Director Compensation for Fiscal Year 2025

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 2025, our Non-employee Director Compensation Policy, as amended and restated, provided for an annual cash retainer of $80,000, payable in quarterly increments, for service as a non-employee director of the Company. A non-employee director who serves as Chair of the Board is paid an additional annual retainer of $90,000 and an additional equity award outlined below, plus the other retainers and compensation he or she may receive. The Chairs of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are provided with additional annual retainers of $25,000, $17,500 and $17,500, respectively. Each non-employee director serving on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is provided with additional annual retainers of $10,000, $10,000, and $10,000, respectively. Finally, each of the non-employee directors is entitled to receive reimbursement for reasonable expenses that he or she properly incurs in connection with attending Board meetings and his or her duties as a director.

Pursuant to our Non-employee Director Compensation Policy, 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 2022 Omnibus Plan. 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 the 2022 Omnibus Plan. Subject to applicable laws and our policies in place for equity-based awards, through fiscal year 2025, the non-employee directors were entitled to receive an annual award of RSUs determined by dividing $160,000 by the closing price of our common stock on the date of grant. The Chair of the Board or our Lead Independent Director, as applicable, will receive an additional annual award of RSUs determined by dividing $15,000 by the closing price of our common stock on the date of grant. In fiscal year 2025, other than the current Chair of the Board, Mr. Mendenhall, who received 7,360 RSUs on May 9, 2025 and Mr. Bazaar and Mr. Grimm who joined the Board in 2026, each other non-employee director received an award of 6,729 RSUs on May 9, 2025. These awards will vest on the day immediately prior to the 2026 Annual Meeting, subject to accelerated vesting in the event of a director’s death or a change in control of the Company.

The following table sets forth information for fiscal year 2025 regarding the compensation awarded to, earned by or paid to persons who served as our non-employee directors during fiscal year 2025.


Director Compensation - Fiscal Year 2025
Name	Fees Earned or Paid in Cash		Stock Awards (1)		Total
Dudley W. Mendenhall	$	190,000	$	175,000	$	365,000
Thomas E. Duncan	$	97,500	$	160,000	$	257,500
Elizabeth A. Fetter	$	107,500	$	160,000	$	267,500
Jean H. Hlay	$	115,000	$	160,000	$	275,000
Sidney Johnson	$	100,000	$	160,000	$	260,000
Ted D. Waitman	$	100,000	$	160,000	$	260,000

(1)Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB Topic 718 of RSUs awarded in fiscal year 2025 pursuant to the 2022 Omnibus Plan. The RSUs vest on the day before the Company’s Annual Meeting.

CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our Board, which currently consists of nine 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 adopted a set of Corporate 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 resignation, 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 and Committees.

Code of Ethics

Our Board 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 is best suited to serve 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, will serve as our Board Chair until the Annual Meeting. The Board Chair is responsible for: approving Board meeting agendas; in consultation with the non-employee directors, 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 CEO 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.

Our Board has standing committees, comprised solely of independent directors, the Audit Committee, chaired by Ms. Hlay; the Compensation Committee, chaired by Ms. Fetter; and the Nominating and Corporate Governance Committee, chaired by Mr. Duncan. In addition, the Board has an Executive Committee comprised of the Chair, Chair of the Audit Committee, and CEO, and recently established the Transformation Committee, an advisory committee chaired by Mr. Johnson. The responsibilities and authority of each committee are described in this Proxy Statement.

Board and Committee Self-Evaluations

Our Board recognizes that a thorough, constructive self-evaluation process enhances our Board’s effectiveness and is an important element of good corporate governance. Each year, the Nominating and Corporate Governance Committee undertakes the development and execution of the self-evaluation process, including whether to modify the written evaluation questionnaire or to engage a third party to facilitate the evaluation.

In 2025, written questionnaires were used in the evaluation to solicit feedback on a range of topics, including overall Board effectiveness, Board dynamics and communication, interaction with management, Board skills and experience, risk oversight, the role of the Board and Committee Chairs, and information and resources. Following completion of the written questionnaires, all written comments were provided to the Chair of the Nominating and Corporate Governance Committee and our Chief Legal Officer (“CLO”). Our CLO then met with each director individually to discuss additional input on these topics and to provide individual feedback. The results of the written questionnaires and feedback received during the individual conversations were anonymized and compiled into a report that was provided to the directors and the members of each committee. Committee chairs led a discussion of the self-evaluation results for their respective committees, and a summary of Board and committee self-evaluation results was discussed with the full Board.

2025 Board Evaluation Process

Questionnaire

» Self-evaluation questionnaires solicit director feedback in written form

One-on-one Discussions

» Non-anonymized questionnaires provided to the Nominating and Corporate Governance Committee Chair and CLO to facilitate candid, one-on-one discussions with each director where the CLO solicits additional feedback

Results

Policies and practices are updated as appropriate per evaluation results and discussions

Board and Committee Reports

» Self-evaluation results are anonymized, summarized and provided to each committee and the full Board

Board and Committee Discussions

» Discussions of each committee and the full Board self-evaluations led by the respective committee or Board chair

Risk Oversight

Management is responsible for managing the day-to-day risks confronting our businesses, and our Audit Committee oversees enterprise risk management (“ERM”). In performing its oversight role, our Audit Committee ensures the ERM processes designed and implemented by management are functioning effectively and promoting risk-adjusted decision-making. The teams leading our businesses regularly assess the various risks impacting their businesses and implement and adjust mitigation plans on an ongoing basis. In addition, in consultation with our compliance team and senior management, such teams annually prepare risk profiles consisting of a heat map and summary of key risks and mitigating strategies, which are used to prepare a comprehensive company risk profile based on identified business risks as well as enterprise risks. Among other things, these risks include the macroeconomic environment, climate change, cybersecurity, operational and supply chain disruptions, and an increasing regulatory environment.

We strive to implement and improve processes designed to support a strong internal control environment and promote the early identification and ongoing mitigation of risks. Our legal and compliance functions report to our CLO to provide a thorough evaluation of the challenges facing our businesses. Additionally, our internal audit team reports to the Audit Committee in the conduct of its operational responsibilities to help ensure independence from management is maintained.

The Audit Committee oversees our internal control environment and evaluates the effectiveness of our internal controls at least annually. Supplementing these processes, the Audit Committee meets regularly in executive session with the leaders of our internal audit team and representatives of our independent registered public accounting firm, and as needed with other members of senior management such as our CEO, CFO, CAO and CLO.

2025 Risk Focus Areas

We remain committed to a proactive approach to risk management, continuously assessing and addressing key areas that could impact our operational and financial performance. During 2025, our Audit Committee was particularly focused on overseeing the risk areas described below:

1.Revenue Stability and Customer Diversification – A concentrated customer base can pose financial risk, making it essential to maintain strong relationships while strategically expanding our market reach to mitigate revenue volatility.

2.Market and Technological Adaptation – The evolving landscape of vehicle technology, including advancements in electrification and automation, requires continuous innovation to ensure our products remain relevant and competitive in a shifting market.

3.Talent Management and Workforce Sustainability – Recruiting, retaining, and developing a highly skilled workforce is critical to sustaining operational excellence and fostering innovation. Addressing labor market challenges and workforce engagement is a key focus to ensure long-term success.

4.Cybersecurity and Data Protection – As digital infrastructure becomes increasingly integral to business operations, ensuring the security of our systems, intellectual property, and customer data is paramount. The increasing availability and use of emerging technologies, including artificial intelligence (“AI”), introduce additional cybersecurity, data privacy, and operational risks, including the potential for more sophisticated cyber threats, unintended disclosure of sensitive information, and reliance on third-party platforms. Strengthening cybersecurity measures and governance over the use of such technologies remains a priority to mitigate operational and reputational risks.

5.Regulatory Compliance and Global Trade Strategy – The dynamic nature of trade regulations and international supply chain complexities necessitates rigorous compliance efforts. Maintaining adaptability in response to shifting trade policies and regulatory requirements helps safeguard business continuity and cost efficiency.

By focusing on these key areas, we continue to enhance our risk management approach, ensuring resilience and agility in a rapidly evolving business environment. The following chart illustrates our risk framework:

Board Meetings

During fiscal year 2025, the Board held five meetings. All of our directors who served in fiscal year 2025 attended all 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. Five of our directors attended our 2025 Annual Meeting of Stockholders.

Stock Ownership Guidelines

Our Board established Stock Ownership Guidelines (the “Guidelines”) to promote a long-term perspective in managing FOX and to ensure alignment with stockholders, capital markets and public interests. The CEO, CFO, CAO, CLO and Group Presidents (collectively, the “Covered Executives”) and the non-employee directors of the Board (“Directors,” together with the Covered Executives the “Covered Executives and Directors”) are the individuals subject to the Guidelines. Each Covered Executive and Director is expected to acquire, and continue to hold during the term of his or her employment as a Covered Executive, or during his or her term as a Director, as applicable, ownership of FOX common stock (FOXF) having a value equal to: five times base salary for the CEO, three times base salary for the remainder of the Covered Executives, and five times the annual cash retainer for the Directors, rounded up to the nearest 500 shares (the “Ownership Requirement”). Additionally, each of the Covered Executives and Directors must retain at least 50% of his or her net shares following the vesting of restricted stock units or the vesting of performance share units until the applicable Ownership Requirement has been met. Covered Executives and Directors are expected to achieve the applicable Ownership Requirement within five years after first becoming subject to the Guidelines, but the Nominating and Corporate Governance Committee may grant a waiver to the Guidelines on a case-by-case basis. As of the date of this Proxy Statement, all Covered Executives and Directors met their Ownership Requirements or were on target to reach their expected position within the five-year timeline.

Policies

Hedging and Pledging Policy

Our Board adopted the Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures (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 Designated Officers before pledging shares of our common stock. Our Insider Trading Policy can be found attached as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended January 2, 2026.

Clawback Policy

Additionally, effective October 2, 2023, our Board adopted the Fox Factory Holding Corp. Amended and Restated Clawback Policy (the “Clawback Policy”). The Clawback Policy provides for the recovery of certain erroneously awarded incentive compensation in the event the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any reporting requirement under securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Clawback Policy is intended to comply with, and shall be interpreted in accordance with, Section 10D of the Securities Exchange Act of 1934, as amended, Exchange Act Rule 10D-1, and Nasdaq Stock Market Listing Rule 5608. The Clawback Policy can be found attached as Exhibit 97.1 to our Annual Report on Form 10-K for the year ended January 2, 2026.

Certain Relationships and Related Transactions and Director Independence

Policies and Procedures for Related Party Transactions

Our Board adopted a written related person transaction policy, which is included in our Code of Ethics and 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, 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. 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. No related party transactions have been approved except in accordance with our policy. In fiscal year 2025, we did not engage in any related person transactions requiring disclosure under Item 404 of Regulation S-K.

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 determined that Messrs. Mendenhall, Waitman, Johnson, Bazaar, Grimm, and Duncan and Mses. Fetter and Hlay are currently independent directors as defined under the Nasdaq Listing Rules. Mr. Dennison has been determined not to be independent by our Board.

Nominations of Directors

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 determined that nine is the appropriate number of directors to have on the Board until this year’s Annual Meeting of Stockholders, and seven directors thereafter. 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. When necessary, the Nominating and Corporate Governance Committee utilizes external director search firms as well as the Company’s internal Human Resources staff to engage in a thorough and exhaustive search for candidates. The Nominating and Corporate Governance Committee reviews candidates with certain criteria designed to best serve the Company, including, but not limited to: (1) possess fundamental qualities of intelligence, honesty, perceptiveness, good judgment, maturity, high ethics and standards, integrity, fairness and responsibility; (2) have a genuine interest in the Company and a recognition that, as a member of the Board, each director is accountable to the stockholders of the Company; (3) have a background that demonstrates an understanding of business and financial affairs of other organizations of comparable or larger purpose, complexity and size, and subject to similar or greater legal restrictions and oversight; (4) be able to contribute to the effective oversight 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; (5) have no conflict of interest or legal impediment that would interfere with the duty of loyalty owed to the Company and its stockholders; (6) have no relationships that might impair his or her independence, including, but not limited to, business, financial or family relationships with the Company’s management; (7) have the ability and be willing to spend the time required to function effectively as a director; (8) possess skills necessary for service on Board committees; (9) be 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 (10) have independent opinions and be willing to state them in a constructive manner. These criteria are set forth in the Nominating and Corporate Governance Committee Charter.

The Nominating and Corporate Governance Committee will consider director candidates recommended by Company stockholders, as provided for in our Amended and Restated Bylaws (the “Bylaws”), and as 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 a written recommendation to the Nominating and Corporate Governance Committee c/o Fox Factory Holding Corp., 2055 Sugarloaf Circle, Suite 300, Duluth, GA 30097, Attn: Chief Legal Officer, and must meet the deadlines and other requirements set for in the Bylaws and the rules and regulations of the Securities and Exchange Commission (“SEC”). If a stockholder, in accordance with the procedural requirements discussed above, recommends a proposed director candidate, the CLO 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 Company’s stockholders. Under a cooperation agreement that the Company entered into with Engine Capital, as disclosed in the Current Report on Form 8-K filed February 9, 2026 with the SEC, the Company agreed to: appoint, and has appointed, Alan L. Bazaar and Douglas J. Grimm to the Board; and nominate and recommend, support and solicit proxies for the election of Mr. Grimm to the Board at the Annual Meeting.

Sustainability

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 the Nominating and Corporate Governance Committee and, as appropriate, the Board discuss quarterly. As a result of this process, the Board increased its oversight and support of our sustainability efforts. The Company-wide Fox Factory Frontiers strategy focuses on three integrated impact pillars: People, Planet, and Product - supported by excellence in business fundamentals.

People

Our Company’s success depends on the talent and diverse perspectives of our employees, who bring their unique experiences and skills to fuel our passion for innovation and outperforming the competition. Our approach to building the most talented workforce is rooted in our commitment to our core values of leadership, trust, collaboration, agility, service, and ingenuity, which guide how we interact with each other, our customers, and our community of adventurers. Our People Frontier focuses on three key areas: talent, inclusion, and diversity; employee health, safety, and well-being; and community impact. Embracing a “One Fox” culture, we seek to foster a sense of belonging across locations, countries, and continents, ensuring everyone feels valued, appreciated, and motivated to achieve their full potential. We consistently strive to maintain a work environment that inspires excellence and nurtures individual growth. In addition, we expanded self-paced development via Workday Learning, including the delivery of functional and compliance-based training, and have continued to drive progress across our portfolio of leadership development programs.

Planet

The Planet Frontier is focused on enjoying, protecting, and renewing our global playground. Our products enable consumers to connect with the natural environment and so a healthy planet is important to our business. We aim to play a leading role in reducing the impact of cycling and powered vehicle recreation on the planet. 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. In fiscal year 2025, we prepared our initial California SB 261 Climate-Related Financial Risk Report, which assesses potential physical and transition climate risks and the measures in place to mitigate those risks. The Company continues to monitor evolving regulatory requirements, including emerging climate disclosure frameworks and state-level legislation.

In terms of our supply chain, we continue to prioritize downstream adherence to our Supplier Code of Conduct, which has been rolled out to all Tier 1 suppliers. It details our expectations related to labor, health and safety, the environment, and ethics. We expect that all suppliers, their employees, and any third party will act responsibly and conscientiously based on the principles and guidelines outlined in the Supplier Code of Conduct.

Because our products are an integral part of outdoor adventuring, we have the responsibility to promote the conscientious use of land amongst outdoor enthusiasts and protect our shared playgrounds. We also aim to expand opportunities within the outdoor sporting industry, diversifying the populations that participate in cycling and power sports.

Product

The Product Frontier focuses on redefining performance through responsible innovation. We focus on infusing sustainability in product development; maintaining our leading performance for product integrity, design, and innovation; and pursuing strong performance in supply chain social and environmental impact. When we view product development through the lens of sustainability, we find opportunities to reduce the impacts of our products while improving performance, quality, and value. This enables consumers to deepen their connection to the natural environment. We also continually strive to reduce environmental impacts of the manufacturing processes employed in our own facilities and in our supply chain. Using our internally generated and maintained Approved Materials List, we can proactively stay ahead of global regulations and reduce the risk of impacts to the environment, workers, and users. These material changes also resulted in performance and cost improvements. In addition, we expanded our sustainable packaging initiatives across the business to include transitioning to reusable containers for internal parts transfers, employing reusable dunnage to safely ship parts to OEM Customers, and improving designs to create lower impact consumer packaging. Additionally, we continued using renewable energy in our key facilities and intend to continue those efforts in 2026. We sustained investment in resources to enhance our real-world, virtual, and lab testing capabilities to bolster our products’ durability, safety, and performance. Designing our products for serviceability and our robust service offerings further extend the lifespan of our products and enhance their sustainability.

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., 2055 Sugarloaf Circle, Suite 300, Duluth GA 30097, Attn: Chief Legal Officer. Communications may also be sent to the CLO by email at legal@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 CLO to be appropriate for presentation to the Board or such individual 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 as of the date of this Proxy Statement of each director, nominee, and executive officer and the positions held by each of them are as follows:


Name	Age	Class	Position
Michael C. Dennison	58	II	Director and CEO
Dennis C. Schemm	60	—	CFO
Brendan R. Enick	42	—	CAO and Treasurer
Toby D. Merchant	47	—	CLO, Chief Compliance Officer and Secretary
Dudley W. Mendenhall	71	I	Chair of the Board
Alan L. Bazaar	56	II	Director
Thomas E. Duncan	61	III	Director
Elizabeth A. Fetter	67	I	Director
Douglas J. Grimm	64	I	Director
Jean H. Hlay	66	III	Director
Sidney Johnson	64	II	Director
Ted D. Waitman	76	II	Director

Executive Officers who are not Directors

Dennis C. Schemm joined FOX in June 2023 as the CFO and Treasurer. As of August 2024, in connection with reorganizing our management teams, he no longer serves as the Company’s Treasurer. He has more than 25 years of experience in finance, with a deep skill set that includes financial risk management, controllership, global financial planning and analysis, treasury, audit, capital allocation strategies, and mergers and acquisitions. Prior to joining the Company, Mr. Schemm served as the Senior Vice President and CFO at Trex for the last three years and was the Senior Vice President, CFO and Commercial Lead, Joint Compound Division at Continental Building Products from 2015-2020. Mr. Schemm graduated with Bachelor of Science degrees in Accounting and Computer Science from Penn State University and a Master of Business Administration degree from Carnegie Mellon University.

Brendan R. Enick joined FOX in May 2023 as its first CAO and was appointed as the Company’s Treasurer in August 2024. He oversees financial stewardship and strategic vision for capital allocation, mergers and acquisitions, and audits, ensuring FOX’s financial health and growth. Mr. Enick brings over 17 years of experience to the Company. Prior to joining FOX and beginning in 2019, Mr. Enick was Vice President of Finance and Corporate Controller at Carters Inc (NASDAQ – CRI) and held various accounting and finance positions at Novelis beginning in 2012 and Ernst & Young prior to that. Mr. Enick is a Certified Public Accountant (CPA) and was the Advisory Chair to the Atlanta Chapter of the SEC Professionals Group and is a Board Member of the March of Dimes Atlanta Chapter. Mr. Enick earned a Bachelor of Science degree in Finance and Master of Science degree in Accountancy from Wake Forest University.

Toby D. Merchant joined the Company as its first CLO and Secretary in April 2021. Mr. Merchant was also appointed as FOX’s Chief Compliance Officer in August 2021. Prior to joining FOX, Mr. Merchant was the Chief Operating Officer and General Counsel to McKenna & Associates, LLC, a boutique advisory firm that manages its own proprietary capital. Before that, Mr. Merchant was a partner at Squire Patton Boggs (US) LLP where he was a member of the firm’s global Corporate and Financial Services practice groups from October 2006 until November 2019. Prior to Squire Patton Boggs (US) LLP, Mr. Merchant was an associate at Dinsmore & Shohl LLP in the firm’s corporate practice group. Mr. Merchant has over 20 years of experience from working with public and private companies on a variety of matters ranging from corporate governance, securities matters, and company-specific issues, to leading domestic and international mergers, acquisitions, and divestitures. Mr. Merchant graduated with a Bachelor of Science degree from Cornell University and earned his Juris Doctor at Case Western Reserve University where he graduated cum laude.

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).

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 2025 and is currently comprised of Messrs. Mendenhall, Waitman, and Grimm, and Ms. Hlay, with Ms. Hlay serving as Chair of this committee. Our Board 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 each of Ms. Hlay and Mr. Mendenhall is an “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:

•selecting, 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, cybersecurity, and our enterprise risk-management practices;

•approving, or pre-approving, all audit and all permissible non-audit services, other than de minimis 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 2025 and is currently comprised of Mses. Fetter and Hlay, and Messrs. Mendenhall, Bazaar, and Johnson, with Ms. Fetter serving as Chair of this committee. Our Board 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. 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 CEO, our other executive officers, and certain other employees as determined by the Compensation Committee, 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;

•establishing or recommending policies with respect to compensation arrangements; and

•considering the Company’s remedies for recoupment and clawback, pursuant to the Clawback Policy, in connection with grants of compensation awards to the Board and executive officers.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee held four meetings in fiscal year 2025 and is currently comprised of Messrs. Bazaar, Duncan, Johnson and Waitman and Ms. Fetter, with Mr. Duncan serving as Chair of this committee. Our Board 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 and Stock Ownership Guidelines; and

•reviewing the composition of each committee annually and presenting recommendations for committee membership for our Board to consider.

Compensation Committee Interlocks and Insider Participation. No member of our Compensation Committee was an employee or officer of the Company during fiscal year 2025, 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 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.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) describes the material compensation elements, practices and decisions for the Company’s Named Executives Officers (“NEOs”). The Company’s NEOs for fiscal year 2025 were:

•Michael C. Dennison, CEO and President

•Dennis C. Schemm, CFO

•Brendan R. Enick, CAO and Treasurer

•Toby D. Merchant, CLO, Chief Compliance Officer and Secretary

Executive Summary

The Compensation Committee (“Committee”) oversees the NEO pay program and works with management to design and administer compensation plans that motivate and reward the Company’s officers to execute the Company’s strategy to create stockholder value without taking excessive risks. The Committee believes its executive compensation philosophy, policies, plans, and programs reflect strong alignment with stockholders as demonstrated by the following:

•Incentive financial metrics of 2025 adjusted EBITDA and adjusted EBITDA margin and 2023-2025 ROIC and FCF directly align to our strategy and areas of financial focus to drive stockholder value.

•Incentive payouts reflected our results ending in 2025 that fell below challenging target goals set at the start of the period with payouts ranging from 0% to 70% of target. The 2025 annual cash incentive award was earned at 70% of target, 2024-2025 PSUs fell below the threshold performance level resulting a 0% payout, and the 2025 portion (one-third of the opportunity) for the 2024-2026 and 2025-2027 PSU awards were earned at 50% of target, with payment subject to continued service (earned awards vest at the end of the respective three-year period).

•Decline in the value of the officers’ outright stock ownership and potential realizable value of outstanding long-term incentive awards were commensurate with the decline in stock price experienced during 2025 by stockholders.

•Stockholder support for our 2025 annual Say on Pay advisory vote of 67%, compared to the 5-year average support of 90%.

•Significant external stockholder outreach after May 2025 and officer pay program changes implemented for 2026, as discussed below.

Company Overview

The Company is a global leader in the design, manufacturing, and marketing of premium products that deliver championship-level performance for customers worldwide. Our portfolio of brands, currently including FOX, Marucci, Method Race Wheels, and more, are fueled by unparalleled innovation that continuously earns the trust of professional athletes and passionate enthusiasts all around the world. The Company is a direct supplier of shocks, suspension systems, and components to leading powered vehicle and bicycle OEMs. Our strategy reflects a disciplined approach to portfolio management, emphasizing core categories and performance‑defining products that align with our capabilities and brand positioning. The Company also provides products in the aftermarket through a global network of retailers and distributors and direct-to-consumer channels.

2025 Business and Performance Highlights

The 2025 performance year for our incentive measures was impacted by fluid macroeconomic forces that influenced our OEM customers and the end markets that we address. We responded to the declining market conditions by implementing both immediate and longer-term actions intended to strengthen our business and enhance our margin profile toward a goal of improving free cash flow and reducing balance sheet leverage, including aggressive cost management and strategic operational improvements. Some highlights of the Company’s 2025 results, including incentive financial measures and other key metrics as well as business and operating achievements, are below.

•Net sales of $1,467.3 million for 2025, which was a 5.3% increase versus the prior year of $1,393.9 million.

•Net loss of $544.7 million and net loss per diluted share of $13.03, which decreased from the prior year net income of $6.5 million and earnings per diluted share of $0.16, respectively.

•Adjusted EBITDA of $168.4 million for 2025, which was a 0.8% increase from the prior year of $167.0 million.

•Adjusted earnings per diluted share of $1.06, compared to $1.33 in the prior year.

•Total stockholder return (“TSR”) was (42.3)% and compound annual growth rate for 2023-2025 TSR was (42.4)%.

•We paid down $33 million in debt year-over-year and achieved cost optimization efforts target of approximately $25 million across the enterprise to recapture margin amid a challenged macroeconomic backdrop.

•Reflecting our focus on driving long-term stockholder value, our commitment to innovation remained steadfast during 2025 with successful product launches across all segments, for example:

◦We introduced Live Valve Aftermarket Kits to push the potential of suspension technology; and

◦Other new products launched include FOX 2.5 Performance Elite and Factory Race Series struts for Mercedes Sprinter vans, FOX Quick Switch Electronic Sway bar disconnects for Jeep Wrangler JL and Gladiator JT, and Street Performance shocks for Corvette and Challenger.

Significant Stockholder Outreach and 2026 Changes

During the second half of 2025, we conducted significant stockholder outreach (contacting stockholders representing 79.3% of our common stock, receiving responses from stockholders representing 54.2% of our common stock, and meeting with stockholders representing 33.3% of our common stock in 10 meetings). Refer to Extensive Stockholder Engagement and D emonstrated R esponsiveness for further details.

The Committee had substantial discussions with management and its independent compensation consultant and a series of meetings from May 2025 to February 2026 to discuss the business challenges, including the ongoing headwinds across the company’s end markets, and talent objectives as part of reviewing and developing the executive compensation program for 2026. As part of these discussions, the Committee considered the input of stockholders, areas of desired focus for the upcoming period, market practices, and other factors. For 2026, implemented changes include a revised Pay Peer Group, as discussed in detail below, and the redesign of PSUs for the 2026-2028 cycle to reward ROIC and FCF with full three-year goals set at the time of the grant.

2025 Incentive Pay-for-Performance Outcomes

The 2025 incentive outcomes reflect the Company’s pay-for-performance philosophy with payouts varying commensurate with our financial results relative to goals set at the start of the performance period. Due to a combination of challenging incentive goals and ongoing headwinds across our end markets, there were payouts of 70% of target for the 2025 annual cash incentive and 0% payout for three-year (2023-2025) PSU award. These performance and payout results were not adjusted for the unanticipated impact of net tariffs of approximately $25 million incurred in 2025 to ensure our executives were aligned with stockholders.


Incentive & Primary Measures	Performance Goals	2025 Payout	Prior Cycle Payout
Annual Incentive 2025 Adjusted EBITDA	•Set in early 2025 •Target goal set based on budget, which was above 2024 actual result	•70% of target	•2024 no payout
2023-2025 PSUs 3-Year Average Return on Invested Capital and Cumulative 3-year FCF	•Set in early 2023 for the full three years with all goals set higher than the 2022-2024 cycle •Target goals set based on the 3-year budget/forecast	•No payout	•2022-2024 cycle no payout

Oversight and Compensation Process and Framework

The Committee oversees the executive compensation program for our NEOs and works closely with its independent consultant and management to examine the effectiveness of the program throughout the year, as described below.

Our compensation programs are designed with the general goals and objectives of providing a market competitive pay package that achieves our talent needs (attracts, engages, and retains) by directly aligning rewards to our business strategy to drive long-term stockholder value. For the NEOs, this is achieved by emphasizing performance-based annual cash and long-term equity incentive awards which provide the majority of this group’s target pay opportunity.

Role of the Compensation Committee

The Committee ensures that the executive compensation program supports the Company’s business goals, achieves its talent needs and aligns with stockholder interests. It has sole responsibility for all elements of NEO and non-employee director compensation. The Committee annually reviews NEO compensation levels by considering market benchmarks and various individual and organizational factors. In conducting its annual review, the Committee considers information provided by our Human Resources staff, often including information from its independent compensation consultant (which provides the Committee market benchmarking of CEO pay) and compensation and benefit data service providers.

The Committee reviews the CEO’s performance against goals and objectives previously approved by the Board and meets in executive session without the CEO to determine his compensation. The Committee also reviews the performance evaluation of all other NEOs, which are provided by the CEO. The Committee receives recommendations from the CEO as to compensation of other NEOs, and the CEO participates in Committee discussions regarding the compensation of such officers.

For a description of the composition, authority and responsibilities of the Compensation Committee, see “Corporate Governance - Board of Directors, Executive Officers and Committees." The Committee operates pursuant to a written charter, which is available on our website at: http://investor.ridefox.com.

Role of Management

The management team presents key drivers of the business strategy for potential inclusion as metrics in the performance-based incentive plans and regular updates on the business, performance to-date and executive talent attraction and retention. Our CEO makes recommendations to the Committee regarding compensation for the executive officers other than himself.

Role of the Independent Consultant

For officer compensation-related decisions, an independent executive compensation consultant, Pay Governance, was engaged to advise the Committee. In 2025, the consultant assisted the Committee with, among other things, benchmarking officer and non-employee director market target pay, developing potential target pay increases, providing updates on pay-for-performance (“P4P”) and market trends, reviewing and presenting alternatives for potential designs for the executive incentive plans and conducting an officer pay program risk assessment. Pay Governance reports to the Committee and at the Committee’s direction, works with senior management, including the Human Resources staff. The Committee conducted a specific review of its relationship with Pay Governance in fiscal year 2025 and determined that the work performed for the Committee did not raise any conflicts of interest. Pay Governance’s work conformed to the independence factors and guidance provided by the Dodd-Frank Act, the SEC and the NASDAQ.

Market Benchmarking

In evaluating officer market pay practices, the Committee reviews, as available, pay data for selected public company compensation peer group (“Pay Peer Group”) and national published survey data of companies of comparable size (“Survey Data”) for which the specific companies included is unknown by the Company and may change from year to year. Market target pay levels are reviewed annually for position-specific Survey Data (using Radford’s Global Compensation Survey) for each officer position and proxy-disclosed levels of the Pay Peer Group for the CEO, CFO and, as available, the other NEO positions. In 2025, market target pay levels (salary, target annual and long-term incentive award opportunities) were reviewed and considered in setting target pay as one of many inputs along with Company performance and pay increase budget, P4P alignment, position level, unique responsibilities, individual factors (performance, experience, future potential, etc.), organization structure, succession planning and internal equity. Ultimately, the Committee relies on its collective experience and judgment along with the recommendations presented to design the executive compensation program and set target pay levels.

Until May 2025, the prior Pay Peer Group was used for market pay benchmarking. This group was developed in 2021, consisting of 17 companies (listed below) that were selected to represent comparable companies based on consideration of many factors that were considered relevant at the time.


Brunswick Corporation	Chart Industries, Inc.	Columbia Sportwear Company
Crocs, Inc.	Deckers Outdoor Corporation	Enphase Energy, Inc.
ESCO Technologies Inc.	iRobot Corporation	Johnson Outdoors, Inc.
LCI Industries	Malibu Boats, Inc.	Sonos, Inc.
Topgolf Callaway Brands Corp.	Under Armour, Inc.	Vista Outdoor, Inc. (acquired in 2024)
Winnebago Industries, Inc.	YETI Holdings, Inc.

2026 Peer Group Change: Effective starting after the May 2025 Committee meeting, the Pay Peer Group was revised as discussed below.

At the May 6, 2025 meeting, the Committee approved a new Pay Peer Group to be used going forward for market pay benchmarking analyses. The selected comparator group was fully reevaluated and revised to better align to Fox Factory’s current annual revenues. The new peer group removes eight prior peers that were primarily significantly larger and added six new peers resulting in the median revenue of the new Pay Peer Group near the Company’s revenue. The 15 companies in the new Pay Peer Group focus on consumer discretionary companies with generally one or more high-growth segments/brands and have companies representing several industries, including consumer durables, leisure and recreational goods, and automotive components. At the time of selection, 60% of the companies were included in one or more of the comparator groups used by the proxy advisory firms. The Company’s 2024 revenues of $1.4 billion were 92% of the new group’s median 2024 revenues of $1.5 billion.


Acushnet Holdings Corp.	Canada Goose Holdings, Inc.	Columbia Sportwear Company
Enphase Energy, Inc.	ESCO Technologies Inc.	G-III Apparel Group, Ltd.
Gentherm Incorporated	Helios Technologies Inc.	Johnson Outdoors, Inc.
LCI Industries	Malibu Boats, Inc.	Sonos, Inc.
Winnebago Industries, Inc.	Wolverine World Wide, Inc.	YETI Holdings

Performance Measure Selection and Goal Setting

For 2025, we tied annual incentive cash awards to adjusted EBITDA and the earning of PSUs to adjusted EBITDA margin (which is adjusted EBITDA divided by total sales), reflecting our focus on profitability and cost management. These performance measures were deemed by the Committee and management as the most important in executing our business strategy as we navigate a challenging operating environment and position the Com

SEC Form DEF 14A filed by Fox Factory Holding Corp.