FOX FACTORY HOLDING CORP (Form: 8-K, Received: 05/06/2021 16:16:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 5, 2021

Date of Report (date of earliest event reported)

Fox Factory Holding Corp.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-36040

26-1647258

(State or Other Jurisdiction of Incorporation)

(Commission
File Number)

(IRS Employer
Identification Number)

6634 Hwy 53

Braselton, GA 30517

(Address of Principal Executive Offices) (Zip Code)

(831) 274-6500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share	FOXF	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 5, 2021, the Board of Directors (the “Board”) of Fox Factory Holding Corp., a Delaware corporation (the “Company”), appointed Thomas L. Fletcher, age 56, as the Company's President, Powered Vehicles Group ("PVG") Business and Corporate Strategy, effective May 5, 2021 (the “Effective Date”). From July 2020 to immediately prior to such appointment, Mr. Fletcher served as the Company’s Senior Vice President of Strategy and Platform Development. Prior to joining the Company, Mr. Fletcher served as a consultant for the Company from December 2019 until July 2020, and held various leadership positions at Flex Ltd. (“Flex”) where he was responsible for developing and deploying growth strategies and solutions for several Fortune 500 companies, including Apple, Nike, HP, and RIM. Before Flex, Mr. Fletcher held a variety of technical, business, and customer advocacy leadership roles in both hardware and software companies, including Lockheed Martin, Ariba, Rasna, and Freedom Motors. Mr. Fletcher holds a Master of Science degree in Aero / Astronautics from Stanford University and a Mechanical and Aeronautical Engineering degree from the University of California, Davis Campus. A copy of the related press release is attached as Exhibit 99.1 hereto.

From the Effective Date, Mr. Fletcher will serve as the President, PVG Business and Corporate Strategy and will have the normal duties, responsibilities, functions and authority customarily associated therewith and such other duties and responsibilities as may be appropriately assigned from time to time. In exchange for such services, the Company will increase Mr. Fletcher’s base salary to $375,000 per year (the “Base Salary”) commencing as of the Effective Date, payable in accordance with the Company's customary payroll practices. Mr. Fletcher’s annual bonus target opportunity will also increase to 55% of his Base Salary for the full calendar year based on the Company’s achievement of certain targets as determined and calculated by the Compensation Committee of the Board (the "Committee").

Mr. Fletcher will also be eligible to receive awards of stock options, restricted stock or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. In addition, on May 4, 2021, the Committee approved grants to Mr. Fletcher, subject to the Board’s appointment of Mr. Fletcher as the Company’s President, PVG Business and Corporate Strategy and Mr. Fletcher executing a grant agreement in the form and with the limitations and restrictions approved by the Company, consisting of (i) an award of 1,155 time-based restricted stock units (RSU) with an initial grant date value of $177,500 that vest in three equal annual installments beginning on May 2, 2022; and (ii) a target award of 1,156 performance-based RSUs, which were equally divided between two-year and three-year performance measurement periods. The RSU awards only vest if Mr. Fletcher remains employed by the Company at the time of vesting. The performance-based RSU awards may range from 0% to 200% of the target award based on certain performance metrics during the applicable performance period. The vested performance-based RSU awards will be settled in shares of the Company’s common stock.

From January 1, 2020 until his appointment to the Company’s Senior Vice President of Strategy and Platform Development, Mr. Fletcher was paid $120,000 by the Company for his services as a consultant assisting with Company strategy. After his appointment to Senior Vice President of Strategy and Platform Development in July 2020, Mr. Fletcher’s 2020 compensation from the Company included $143,921.98 in base salary, $50,000 in bonus, and approximately $175,000 in RSU awards.

There is no arrangement or understanding between Mr. Fletcher and any other persons pursuant to which Mr. Fletcher was selected as President, PVG Business and Corporate Strategy. There have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Fletcher or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K, other than as set forth herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith:



Exhibit Number			Description
99.1			Press Release, dated May 6, 2021.
104			Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Fox Factory Holding Corp.

Date:

May 6, 2021

By:

/s/ Michael C. Dennison

Michael C. Dennison

Chief Executive Officer

Exhibit 99.1

Fox Factory Bolsters Management To Lay The Foundation For Next Phase Of Growth

BRASELTON, Georgia – May 6, 2021 – Fox Factory Holding Corp. (Nasdaq: FOXF) (the “Company” or “FOX”) has announced the appointment of three key new leadership additions as the Company continues to lay the foundation for its next phase of growth.

“Thanks to our existing team, we have experienced tremendous growth and portfolio diversification. In order to achieve the breakthrough results we aspire to reach, we have to do things thoughtfully and with our strategic vision in mind,” commented Mike Dennison, FOX’s Chief Executive Officer. “The changes we are announcing today are part of our evolution as a company. We are investing in our future by expanding the scope of our leadership team with deliberate intention and purpose.”

President, PVG Business & Corporate Strategy

Mr. Tom L. Fletcher has been promoted to President, PVG Business & Corporate Strategy. He joined FOX in July 2020 as Senior Vice President of Strategy and Platform Development. In his expanded role, Mr. Fletcher will leverage his diverse engineering and business experience to strengthen the front end of the PVG business, which includes the go-to-market strategy, product offerings, product engineering, sales, and marketing. “In light of FOX’s growth over the past several years, and the PVG business in particular, it has become increasingly necessary for our senior executives to be empowered to focus on their core areas of expertise,” commented Mr. Dennison. “The continued success of the PVG business requires us to invest in additional resources to foster further growth. Mr. Fletcher’s promotion will benefit our current PVG operations by allowing Rich Winters, President, Powered Vehicles Group, to focus exclusively on the operational aspects of the business, including supply chain, manufacturing, manufacturing support infrastructure, and the streamlining of efforts to achieve the Company’s business strategy.”

Mr. Fletcher comes to the Company with a breadth of experience across a variety of disciplines, including business and technical executive leadership, strategy development, and operations. Prior to joining the Company, Mr. Fletcher held various leadership positions at Flex Ltd. (Nasdaq: FLEX) and was responsible for developing and deploying growth strategies and solutions for several Fortune 100 companies including Apple, Nike, HP, and RIM. As a senior executive, he has demonstrated expertise in establishing strategic initiatives leading to the creation of new markets, increased operational and financial objectives, and exceeded customer expectations. Mr. Fletcher has also led numerous high- performing teams through systems engineering processes and simulation, integration and validation for the best and fastest go-to-market strategy. Before Flex, Mr. Fletcher held a variety of technical, business, and customer advocacy leadership roles in both hardware and software companies including Lockheed Martin, Ariba, Rasna, and Freedom Motors. Mr. Fletcher has a Master of Science degree from Stanford University in Aero/Astronautics, as well as Mechanical and Aeronautical Engineering degrees from the University of California, Davis Campus.

Chief Legal Officer & Secretary

Mr. Toby D. Merchant joins the Company as its first Chief Legal Officer and Secretary. Mr. Merchant has over 16 years of experience 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. Prior to joining the Company, 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 graduated with a B.S. degree from Cornell University and earned his Juris Doctor at Case Western Reserve University where he graduated cum laude.

Chief Purpose & Inclusion Officer

Additionally, the Company recently promoted Ms. Jackie B. Martin to Chief Purpose & Inclusion Officer. She joined the Company in September 2020 as Vice President, Inclusion, Diversity & Engagement. In her expanded role, Ms. Martin will be responsible for driving a global strategy around the Company’s commitment to (but not limited to) Inclusion, Diversity, & Engagement (ID&E), Environment, Social & Governance (ESG) Change Management, and Workforce Development. These efforts will be grounded in a purpose-led approach, engaging employees, customers, shareholders, and other key stakeholders in fostering a culture that makes a sustainable positive impact in the communities where we live, work, and play. Prior to joining FOX, she worked at PricewaterhouseCoopers (PwC) where she partnered with Human Capital to drive equity throughout the Southeast market talent life cycle. From there, she transitioned into a national role developing and executing firm-wide innovative solutions focused on building empathy and upskilling to collectively raise awareness, mitigate unconscious bias, and create a culture of belonging for all. Ms. Martin started her career in operations as a Quality Engineer at General Mills. She also worked at Kimberly-Clark Professional where she accelerated her career, leading strategic B2B innovation, marketing, and growth projects for major consumer brands like KLEENEX®, including earning her first U.S. patent. Following this, she led the marketing capability and functional talent acquisition efforts which opened the door to become Kimberly-Clark Professional’s first ever Diversity & Inclusion Leader, implementing a strategic culture shift which led to a significant diversification of the overall leadership pipeline. She is also a certified life and executive coach. Ms. Martin has her MBA in Marketing from Emory University’s Goizueta Business School and an undergraduate degree from the University of Michigan with dual degrees in Chemical Engineering and Biochemistry.

About Fox Factory Holding Corp. (Nasdaq: FOXF)

Fox Factory Holding Corp. designs and manufactures performance-defining ride dynamics products primarily for bicycles, on-road and off-road vehicles and trucks, side-by-side vehicles, all-terrain vehicles, snowmobiles, specialty vehicles and applications, motorcycles, and commercial trucks. The Company is a direct supplier to leading powered vehicle original equipment manufacturers (“OEMs”). Additionally, the Company supplies top bicycle OEMs and their contract manufacturers, and provides aftermarket products to retailers and distributors.

Contact

Vivek Bhakuni

Director of Investor Relations and Business Development

Fox Factory, Inc.

vbhakuni@ridefox.com

Direct: 706.471.5241