UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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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)

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                                            March 23, 2021

A Message from our Chief Executive Officer

Dear Stockholders:

I think it is fair to say that 2020 was a year like no other in recent times and one we will never forget. The COVID-19 pandemic dramatically transformed the way we live, learn, do business, socialize, and much more. The impact of COVID-19 has been far and wide, and my thoughts are with those of you who have suffered in any way. Like everyone, I look forward to emerging from the pandemic this year and returning to a more normal, healthy, and socially connected lifestyle.

With that, thank you for your confidence and continued support in Fox Factory Holding Corporation. Last year presented numerous and unique challenges to our business, forcing us to quickly pivot and respond. The challenges presented by the pandemic, California wildfires, and social unrest impacted each of the communities where we operate. These unfortunate events not only had a direct effect on our business, but they also presented significant obstacles for our suppliers, customers, and end consumers. Despite this difficult macroeconomic and social backdrop, I am proud to say we delivered record results and continued reinforcing the fundamental building blocks for long term growth while prioritizing the health and safety of our employees and their families. It is difficult to summarize the past 12 months, but there are some important themes to highlight as we emerge from the year 2020 – and, more importantly, as we look to the future.

FOX achieved record financial results last year despite a dramatic turn of events in the first and second fiscal quarters. During that time, most of our North American operations were required to shut down or severely reduce production due to the pandemic. Our powered vehicle original equipment manufacturers (“OEM’s”) also shut down for more than 60 days as state and local orders brought business in the United States to a standstill. While operations slowly returned to a new socially distanced model in the third fiscal quarter, we utilized this opportunity to enact counter-measures that ultimately delivered the highest third quarter sales in the Company’s history, a record only to be broken by our fourth quarter sales. This clearly demonstrated not only the management team’s agility, but also our employees’ ability to impeccably execute across the Company’s diversified product portfolio. Further, we accomplished this feat in the midst of a global pandemic while simultaneously opening and ramping up production at our new 336,000 square foot state-of-the-art manufacturing facility in Gainesville, Georgia. By the end of the year, we were shipping a substantial portion of the Powered Vehicles Group’s (“PVG”) aftermarket portfolio from the new facility and had begun transferring our PVG’s OEM business to Gainesville as well. In order to further our Specialty Sports Group's (“SSG”) growth and to better serve our European customers, we also opened a new distribution and service center in Höhfröschen, Germany.

While the management team worked through the tactical challenges, the Company’s Board of Directors (the “Board”) committed significant time and discussion to advance the Company’s strategic priorities and to continue improving the Company’s corporate governance to best complement our evolving needs. With ongoing input from an external executive compensation consultant and learnings from our peers, we continued to evolve our compensation practices.

The Company also focused on making sure we have the right mix of people for future success. In August 2020, we selected Scott Humphrey as the Company’s new Chief Financial Officer and Treasurer following a rigorous succession planning process. Scott comes from a manufacturing background and has served in various C-Suite and senior management positions over the last 20 years. He has a depth of experience in equity and debt financing, budgeting and forecasting, and execution of mergers and acquisitions. In December 2020, the Board appointed Sidney Johnson as a new independent Director. Sidney has over 25 years of operational excellence and global supply chain experience in technology, global mobility, and automotive manufacturing industries. As we look forward to scaling our manufacturing and supply chains globally, we will leverage Sidney’s expertise to ensure we deliver world-class capability. With Sidney’s addition, we continue to diversify the Board, infusing a mix

of fresh thinking and perspectives into the organization to positively drive and oversee the Company’s long-term strategy.

FOX has continued to expand on its Environmental, Social, and Governance (“ESG”) efforts. As more investors align their investments towards sustainability-focused companies, we appreciate the importance of ESG practices and want to continue to be a part of this positive change as responsible members of our community. FOX hopes to make a greater impact through initiatives that promote and protect the responsible use of natural resources. Work is underway to obtain ISO 14001 certification across our global manufacturing footprint and to standardize conservation efforts to reduce our overall carbon footprint. FOX is also committed to actions that create greater equity from a social impact perspective. In September 2020, we hired our first Vice President of Inclusion, Diversity, and Engagement, Jackie Martin, who has tremendous experience as both a business and people leader, previously spearheading inclusion, diversity, and engagement programs for global organizations that promoted equity and a culture of belonging for all. She has already made strides in accelerating our ability to shift to a “One FOX culture” and make a positive social impact, both internally and externally.

To supplement PVG’s growth trajectory and further drive leadership in the upfitting business, FOX acquired SCA Performance Holdings, Inc. (“SCA”) in March 2020. SCA is complementary to our Tuscany Motor Company business and adds several inherent synergies. SCA helped us expand our North American manufacturing footprint, widen our automotive dealer network, and diversify our brand and product portfolio. The combination of these benefits creates a strong product platform with a solid runway for continued growth in PVG. SCA is the largest acquisition in FOX’s history and is accretive to our top and bottom line. In order to finance the SCA deal and increase our financial flexibility, we also amended and restated our existing Credit Facility last March. The Amended and Restated Credit Facility, which matures in March 2025, provides a senior secured revolving line of credit with a borrowing capacity of $250 million and a term loan of $400 million. Due to the unpredictable environment presented by COVID-19, the Board agreed it was prudent to further strengthen our balance sheet. Thus, in June 2020, we raised $198 million through the sale of 2.76 million shares in a follow-on offering. With over $245 million in cash at the end of the year and approximately $250 million available through our revolver, we believe we are well-positioned to weather market unpredictability and have the financial flexibility to make other accretive acquisitions. Lastly, our stock price in the year 2020 truly reflected our financial performance, which positively impacted our market capitalization. As a result, in September 2020, we became part of the S&P MidCap 400 index, transitioning from the S&P SmallCap 600 index. This made FOX attractive to new set of investors and funds, thus further diversifying our investor base.

In summary, I am confident in our future strategy and potential. I believe FOX has emerged from a challenging 2020 as a stronger brand and company, that is better positioned to create value for our stockholders and customers while helping make the lives of our growing consumer base more active, exciting, and enjoyable.

I hope that we can count on your continued support as an investor or customer—ideally both—and cordially invite you to attend FOX’s 2021 Annual Meeting of Stockholders, which will be held via webcast on Friday, May 7, 2021, at 1:00 p.m. EDT. 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.proxypush.com/FOXF. Please visit www.proxydocs.com/FOXF for complete details. I look forward to speaking with you then.

Sincerely,                         

/s/ Michael C. Dennison

Michael C. Dennison

Director and Chief Executive Officer

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 7, 2021

Fox Factory Holding Corp.’s 2021 Annual Meeting of Stockholders (the "Annual Meeting") will be held via webcast on Friday, May 7, 2021, at 1:00 p.m. EDT. This year's 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.proxypush.com/FOXF. You will not be able to attend the Annual Meeting in person.

The purposes of the meeting are:

1.    To elect three Class II directors, as described in the Proxy Statement, each to serve for a term to expire at the 2024 Annual Meeting of Stockholders;

2.    To ratify the appointment of Grant Thornton LLP as our independent public accountants for fiscal year 2021; and

3.     To 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 9, 2021 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 6634 Highway 53, Braselton, GA 30517. 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 23, 2021.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

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 and proxy card. The Company's 2021 Proxy Statement and Annual Report for fiscal year 2020 are available online at www.proxydocs.com/FOXF. We encourage you to access and review such materials before voting.

Your vote is very 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) if you received paper copies of your Proxy Materials in the mail, complete, date, sign, and return the enclosed proxy card as promptly as possible. 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 assure that your vote is counted, if, for any reason, you are unable to attend.

Our proxy tabulator, Mediant Communications, 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 6, 2021.

By Order of the Board of Directors,

David Haugen

Vice President, General Counsel and Corporate Secretary

Braselton, GA

March 23, 2021

TABLE OF CONTENTS

	Page
PROXY SUMMARY	1
QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND THE ANNUAL MEETING	7
ELECTION OF CLASS II DIRECTORS (Proposal 1)	12
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal 2)	17
DIRECTOR COMPENSATION	18
CORPORATE GOVERNANCE	19
The Board of Directors	19
Certain Relationships and Related Transactions and Director Independence	21
Nominations of Directors and Diversity	22
Corporate Social Responsibility	23
Communications with the Directors	24
Board of Directors, Executive Officers and Committees	24
EXECUTIVE COMPENSATION	28
Compensation Discussion and Analysis	28
Summary Compensation Table - Fiscal Years 2020, 2019, and 2018	41
Grants of Plan-Based Awards Table - Fiscal Year 2020	42
Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2020	43
Option Exercises and Stock Vested Table - Fiscal Year 2020	43
Equity Compensation Plan Information	44
COMPENSATION COMMITTEE REPORT	54
AUDIT COMMITTEE REPORT	55
ADVISORY VOTE ON THE COMPANY'S EXECUTIVE COMPENSATION (Proposal 3)	56
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	57
DELINQUENT SECTION 16(a) REPORTS	58
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2022	59
ATTENDING THE ANNUAL MEETING VIA WEBCAST	59
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS	60
ANNEX A - NON-GAAP MEASURES	61
PROXY CARD	63
This Proxy Statement contains “forward-looking” statements regarding Fox’s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in the Company filings with the Securities and Exchange Commission, including the “Risk Factors” section of Fox Factory Holding Corp.’s Annual Report on Form 10-K for the fiscal year ended January 1, 2021. We assume no obligation to update any of these forward-looking statements.

PROXY SUMMARY

2021 Annual Meeting of Stockholders

Date and Time	Virtual Stockholder Meeting (Via Webcast)
May 7, 2021, 1:00 p.m. EDT	Register at www.proxydocs.com/FOXF
Record Date	Voting Eligibility
March 9, 2021	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 three Class II directors	FOR ALL	12
2	Ratify the appointment of Grant Thornton LLP as our independent public accountants for fiscal year 2021	FOR	17
3	Approve an advisory resolution on our executive compensation	FOR	56

1

2020 Performance Highlights

Overview of Business

    Our company, Fox Factory Holding Corp., designs, engineers, manufactures and markets premium performance-defining products and systems for customers worldwide. Our premium brand, 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, specialty vehicles and applications, motorcycles and commercial trucks.

    Many of our products are specifically designed and marketed to some of the leading cycling and powered vehicle original equipment manufacturers, including Giant, Santa Cruz Bicycles, Specialized, Scott, Trek, Yeti Cycles and YT in bikes and BRP, Ford, Honda, Jeep, Polaris, Toyota, Triumph, and Yamaha in powered vehicles, while others are distributed to consumers through a global aftermarket channel of dealers and distributors.

    Additionally, we up-fit trucks to be off-road capable, 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.

    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, while professional athletes using our products are consistently successful in elite events around the world providing our products 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.

    Based on our strong operational and financial results in 2020, as discussed below, as well as our outlook for 2021, we continue to opportunistically make strategic investments to expand our manufacturing capacity, primarily in our U.S. operations, to better support the needs of our growing business over the next several years. We are also evaluating “white space” opportunities to expand our premium brand into relevant performance-defining adjacencies.

    In addition, we believe there is an opportunity to expand our total available market through potential acquisitions beyond our current product categories. We believe there may be opportunities to acquire other recognized brands that are valued by that same passionate customer.

2020 Performance Highlights and Key Accomplishments

Record Financial Results

    We delivered record financial results in fiscal year 2020. We benefited from consistent execution and favorable business fundamentals in our Powered Vehicles Group and in our Specialty Sports Group. Our broad-based growth led to annual sales and profitability well above our initial expectations, despite the challenges presented by the COVID-19 pandemic.

FY2020 RESULTS

Sales	$890.6 million
Net income attributable to FOX stockholders	$90.7 million
Earnings per diluted share	$2.22
Non-GAAP adjusted net income*	$123.8 million
Adjusted earnings per diluted share*	$3.03
Adjusted EBITDA*	$176.3 million

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

2

FY2020 Percentage Increases (Year over Year)

Strong Historical Financial Performance for Stockholders

Our record of strong performance is reflected in our one-, three- and five-year total stockholder returns ("TSRs"), which significantly outperformed those of our peers.

Total Stockholder Return

* Represent annualized figures

** Based on median TSRs of compensation peer group discussed further under "Use of Market Data Analyses"

3

Key Management and Governance Developments

On August 4, 2020, Scott Humphrey, previously our Senior Vice President of Finance, was appointed as Chief Financial Officer and Treasurer. Mr. Humphrey has over 20 years of experience in finance and operations management and provides the Company with a depth of experience in equity and debt financing, budgeting and forecasting, and execution of mergers and acquisitions. Mr. Humphrey succeeded John Blocher who served as interim Chief Financial Officer and Interim Treasurer. Upon this transition, Mr. Blocher resumed his prior role of Senior Vice President of Finance.

Effective January 2, 2021, the Board of Directors ("the Board") appointed Sidney Johnson as a director on the Board. Mr. Johnson who has over 25 years of operational excellence and global supply chain experience in the technology, global mobility, and automotive manufacturing industries provides us with invaluable strategic guidance as we optimize our manufacturing and procurement processes.

On February 25, 2021, we announced that Larry L. Enterline will retire from the role of Executive Chair of the Board, effective April 2, 2021, after being a part of the FOX family for nearly a decade. The Board appointed Dudley Mendenhall, who currently serves as the Lead Independent Director and Chair of the Audit Committee, to succeed Mr. Enterline as the Chair of the Board, effective April 2, 2021. Mr. Mendenhall previously served as Chair of the Board from July 2017 to June 2019. The Board appointed Jean Hlay, who currently serves as a member of both the Audit Committee and Compensation Committee, to succeed Mr. Mendenhall as Chair of the Audit Committee, effective April 2, 2021.

Say-on-Pay Responsiveness

    We value our stockholders' perspectives regarding our corporate governance, sustainability and executive compensation practices, as well as our business strategy and public disclosures. In May 2020, we were pleased to receive approximately 97% stockholder support for our Say-on-Pay proposal.

    We conduct ongoing reviews of both our governance and executive compensation practices to ensure that we maintain best practices and enhanced disclosure in our Proxy Statement and other Securities and Exchange Commission ("SEC") filings. We also work to expand and enhance our public disclosure around the topics of interest to our stockholders.

Strong, Well-Balanced Corporate Governance Practices

•Highly Qualified Board. Our Directors bring deep industry experience to provide effective oversight in the boardroom.

•Independent Board Leadership. 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, is our “Lead Independent Director” and serves in a leadership capacity on our Board. As Lead Independent Director, Mr. Mendenhall is responsible for: approving Board meeting agendas; in consultation with the non-employee directors and the Executive Chair, 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 most 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.

•Focus on Board Diversity. Our Nominating and Corporate Governance Committee adopted a formal Diversity Policy within the Nominating and Corporate Governance Committee Charter. Our Board believes that differences in experiences, knowledge, skills and viewpoints enhance the Board’s overall performance.

4

•Mix of Company History and Fresh Ideas. We became a public company on August 8, 2013, and at such time, we had a controlling stockholder who appointed our Board. Over the past few years, directors have departed from our Board for a number of different reasons, but we are fortunate to have several of our original directors remain with us, including our current Lead Independent Director, Mr. Mendenhall. We believe our current board tenure and composition reflects an appropriate mix of historical company knowledge and fresh perspectives.

•Awareness and Oversight of Environmental, Social and Governance (ESG) Matters. Our Board increased the Company's efforts on issues such as environmental sustainability and culture and human capital, to have a more positive impact on our business and society. As a reflection of the importance of these matters, in 2019 and 2020, the Board approved a number of amended policies, including, the Anti-Corruption Policy, the Environmental and Energy Policy and Practices and Insider Trading Policy. Certain members of management are responsible for the oversight of these policies and report to the Board with any updates with respect to the implementation of these policies and general performance of the Company in the ESG areas. Additionally, we are in the process of obtaining ISO 14001 certification across our global manufacturing footprint and standardizing conservation efforts to reduce our overall carbon footprint. In September 2020, we hired our first Vice President of Inclusion, Diversity, and Engagement, Jackie Martin, who has tremendous experience as both a business and people leader, previously spearheading proven strategies for global organizations that drove equity and a culture of belonging for all. The Board, with the assistance of management, consistently monitors the Company’s ESG initiatives in an effort to reflect best practices.

Please see Corporate Governance for further discussion of our governance practices.

5

Director Nominees

The table below provides summary information about our three director nominees. Our directors are elected by a plurality of votes cast. For more information, refer to section Election of Class II Directors (Proposal 1). The Board recommends that you vote "FOR ALL" of the director nominees.

Name	Age	Director Since	Occupation	Committee(s)
Non-Independent Directors
Michael C. Dennison	53	February 2018	CEO of FOX Former President and Chief Marketing Officer of FLEX	None
Independent Directors
Sidney Johnson	59	January 2021	Head of Procurement and Automotive Sourcing of Harman International Industries, Inc.	None
Ted Waitman	71	June 2013	Former CEO of CPM Holdings Inc.	Member of Audit and Nominating and Corporate Governance

6

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 2021 Annual Meeting of Stockholders ("the Annual Meeting"), which will be held via webcast on Friday, May 7, 2021, at 1:00 p.m. EDT, or at any adjournment or postponement thereof.

We first sent or made available these Proxy Materials (as defined below) to our stockholders on or about March 23, 2021. A copy of this Proxy Statement, the proxy card and our Annual Report for fiscal year 2020 (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 2020 generally refers to our 2020 fiscal year, which was from January 4, 2020 through January 1, 2021 (“fiscal year 2020”).

2021 ANNUAL MEETING INFORMATION

Date and Time. The Annual Meeting will be held “virtually” through a webcast on Friday, May 7, 2021, at 1:00 p.m. EDT. 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. EDT. Online access to the webcast will open approximately 30 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. EDT. 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 have previously submitted your vote. For instructions on how to do so, see the section below titled “How do I vote my shares at the Annual Meeting?”.

7

QUESTIONS AND ANSWERS ABOUT

THIS PROXY STATEMENT AND THE ANNUAL MEETING

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will consider and vote on the following matters:

•Proposal 1: To elect three Class II directors, described in the Proxy Statement, each to serve for a term to expire at the 2024 Annual Meeting of Stockholders;

•Proposal 2: To ratify the appointment of Grant Thornton LLP as our independent public accountants for fiscal year 2021; and

•Proposal 3: To vote on an advisory resolution to approve the Company's executive compensation.

The stockholders will also consider and act on any other matters as may properly come before the meeting, or any adjournment or postponement thereof.

How are the Proxy Materials being delivered?

    The SEC has adopted a “Notice and Access” rule that allows companies to deliver a Notice of Internet Availability of Proxy Materials, which we refer to as the Notice, to stockholders in lieu of a paper copy of the Proxy Materials. The Notice provides instructions as to how shares can be voted. Shares must be voted either by telephone, internet or by completing and returning a proxy card. Shares cannot be voted by marking, writing on and/or returning the Notice. Any Notices that are returned will not be counted as votes. Instructions for requesting a paper copy of the Proxy Materials are set forth on the Notice.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING:

The Proxy Materials are available at www.proxydocs.com/FOXF. Enter the unique control number located on the Notice or proxy card to access the Proxy Materials.

Who may attend the Annual Meeting?

Anyone who was a stockholder as of the close of business on March 9, 2021 may attend the Annual Meeting via webcast. Mediant Communications, Inc. (“Mediant”) has been selected as our inspector of election. As part of its responsibilities, Mediant is required to independently verify that you are a FOX stockholder eligible to attend the Annual Meeting and to determine whether you may vote in person at the Annual Meeting (via webcast).

Who is entitled to vote at the Annual Meeting?

Only stockholders of record of our common stock at the close of business on March 9, 2021, the record date, are entitled to vote at the Annual Meeting. There were 41,845,411 shares of our common stock outstanding on March 9, 2021. Such stockholders of record are entitled to cast one vote per share on all matters.

How do I participate in the Annual Meeting?

Instructions on how to connect and participate in the Annual Meeting, including how to demonstrate proof of ownership of our common stock, are posted at www.proxydocs.com/FOXF. To attend the Annual Meeting, log in and register at www.proxydocs.com/FOXF. You will need your unique control number that is printed in the box marked by the arrow on your Notice or your proxy card (if you received a printed copy of the Proxy Materials) to register and attend the Annual Meeting. Refer to Login Instructions above for more details.

8

How do I vote my shares at the Annual Meeting?

You may vote your shares at the Annual Meeting even if you have previously submitted your vote. To vote at the Annual Meeting, log in at www.proxypush.com/FOXF.You will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your Proxy Materials.

How do I vote my shares without attending the Annual Meeting?

Stockholders of record may vote their shares by appointing a proxy to vote on your behalf by promptly submitting the proxy card, which is solicited by the Board. Our Board has designated the persons named in the proxy card as proxies. The designated proxies are officers of the Company. They will vote as directed by the completed proxy card. Stockholders of record also have the opportunity to appoint another person to attend the Annual Meeting (via webcast) and vote on their behalf by inserting such other person’s name on the proxy card and returning the duly executed proxy card to us.

There are three ways to vote by proxy:

1.By Mail -

Complete, sign and date your proxy card and return it in the postage-paid envelope we have provided or follow instructions on your proxy card.

2.By Telephone - 1-866-284-5163

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. EDT on May 6, 2021. Have your proxy card in hand when you call and then follow the instructions.

3.By Internet - www.proxypush.com/FOXF

Use the internet to transmit your voting instructions and for electronic delivery of information until 11:59 p.m. EDT on May 6, 2021. Have your proxy card in hand when you access the website and then follow the instructions to obtain your records and to create an electronic voting instruction form.

If you received a proxy card in the mail but choose to vote by telephone or internet, you do not need to return your proxy card.

If your shares are held in the name of a bank, broker or other record holder, follow the voting instructions on the form that you receive from them. The availability of telephone or internet voting will depend on the bank’s, broker’s or other record holder’s voting process. Your bank, broker or other record holder may not be permitted to exercise voting discretion as to some of the matters to be acted upon. Therefore, please give voting instructions to your bank, broker or other record holder.

You may vote by telephone or internet until 11:59 p.m. EDT on May 6, 2021, or Mediant must receive your paper proxy card by 11:59 p.m. EDT on May 6, 2021.

How will my proxy be voted?

All properly completed, unrevoked proxies, which are received prior to the close of voting at the Annual Meeting, will be voted in accordance with the specifications made. If a properly executed, unrevoked written proxy card does not specifically direct the voting of shares covered, the proxy will be voted:

•FOR ALL the individuals nominated as a director in Proposal 1,described in this Proxy Statement, for a term to expire at the 2024 Annual Meeting of Stockholders;

•FOR Proposal 2, the ratification of the appointment of Grant Thornton LLP as our independent public accountants for fiscal year 2021;

•FOR Proposal 3, the approval of the Company’s executive compensation; and

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◦in accordance with the judgment of the persons named in the proxy as to such other matters as may properly come before the Annual Meeting, or any adjournment or postponement thereof.

    The Board is not aware of any other matters that may properly come before the Annual Meeting. However, should any such matters come before the Annual Meeting, it is the intention of the persons named in the proxy card to vote all proxies (unless otherwise directed by stockholders) in accordance with their judgment on such matters.

May I revoke or change my vote?

If you are a stockholder of record, you may revoke your proxy at any time before it is actually voted by giving written notice of revocation to our Corporate Secretary, by delivering a proxy bearing a later date or by attending and voting at the Annual Meeting. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request. If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other record holder or, if you have obtained a legal proxy from your bank, broker or other record holder giving you the right to vote your shares, by attending and voting at the Annual Meeting.

Will my vote be made public?

All proxies, ballots and voting materials that identify the votes of specific stockholders will generally be kept confidential, except as necessary to meet applicable legal requirements and to allow for the tabulation of votes and certification of the vote.

What constitutes a quorum, permitting the meeting to conduct its business?

The presence at the Annual Meeting, in person or by proxy, of holders of a majority of the issued and outstanding shares of common stock entitled to vote as of the record date is considered a quorum for the transaction of business. If you submit a properly completed proxy or if you attend the Annual Meeting to vote in person, your shares of common stock will be considered part of the quorum. Stockholders who participate in the Annual Meeting online will be considered to be attending the meeting in person for purposes of determining whether a quorum has been met.

Shares represented by proxies that are marked “Abstain” or "Withhold" will be counted as shares present for purposes of determining the presence of a quorum. Shares of stock entitled to vote that are represented by broker non-votes will be counted as shares present for purposes of determining the presence of a quorum. A broker non-vote occurs when the broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power to vote on that proposal without specific voting instructions from the beneficial owner.

How many votes are needed to approve a proposal?

Proposal 1

Assuming the presence of a quorum, each director nominee receiving a plurality of the votes cast at the Annual Meeting (in person or by proxy) will be elected as a director. No stockholder shall be permitted to cumulate votes for the election of directors. The election of directors is a non-discretionary item and brokers may not vote on Proposal 1 without specific voting instructions from beneficial owners, resulting in a broker non-vote. Broker non-votes and withheld votes are not counted toward the election of directors or toward the election of the individual nominees specified on the proxy, and therefore, have no effect on Proposal 1.

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Proposal 2

Assuming the presence of a quorum, the affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting (via webcast) and entitled to vote is required to ratify the appointment of Grant Thornton LLP as our independent registered public accountants for fiscal year 2021. An abstention is not counted toward the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm, and the effect of an abstention is the same as a vote “Against” the ratification. Ratification of this appointment is a discretionary item upon which your bank or broker has the authority to vote uninstructed shares. Should your broker not indicate their vote relating to the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2021, but otherwise appoint the proxies, your shares will be voted “For” the ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal year 2021.

Proposal 3

Assuming the presence of a quorum, the affirmative vote of a majority of the shares present in person or by proxy, at the Annual Meeting and entitled to vote on the proposal is required to approve the advisory vote on executive compensation. Proposal 3 is a non-discretionary item and brokers may not vote on Proposal 3 without specific voting instructions from beneficial owners, resulting in a broker non-vote. Neither a broker-non vote nor an abstention is counted toward the approval, and the effect of each is the same as a vote “Against” the approval. Because the vote on this proposal is advisory in nature, it will not be binding on the Board. However, the Board will consider the outcome of the vote along with other factors when making its decision about the compensation of our Named Executive Officers. See "Compensation Discussion and Analysis - Say-on-Pay Outcome and Stockholder Outreach Efforts" for additional information.

Who will count the vote?

Representatives of Mediant will tabulate the votes and act as the inspectors of election.

How can I find the voting results of the Annual Meeting?

    We will report the voting results in a Current Report on Form 8-K within four business days of the Annual Meeting.

How is the solicitation being made?

We, the Company, are making this solicitation and as such, the cost of solicitation of proxies will be borne by us. Our directors, officers, and employees may make solicitation, personally or by telephone, email or fax. The Notice and, if requested, the Proxy Materials will be distributed to beneficial owners of common stock through brokers, custodians, nominees and other like parties, and we expect to reimburse such parties for their charges and expenses.

Where can I find more information about Fox Factory Holding Corp.?

We file reports and other information with the SEC. You may read and copy this information at the SEC’s public reference facilities. Please call the SEC at 1-800-SEC-0330 for information about these facilities. This information is also available at our website at http://investor.ridefox.com/ and at the internet site maintained by the SEC at http://www.sec.gov.

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ELECTION OF CLASS II DIRECTORS

(PROPOSAL 1)

The Board of Fox Factory Holding Corp. is currently comprised of eight 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 and Ms. Fetter are Class I directors and will serve until the 2023 Annual Meeting of Stockholders, or earlier in the case of their death, resignation or removal. Messrs. Dennison, Johnson, and Waitman are Class II directors and are up for election at this year’s Annual Meeting of Stockholders. Ms. Hlay, Mr. Enterline and Mr. Duncan are Class III directors and will serve until the 2022 Annual Meeting of Stockholders, or earlier in the case of their death, resignation or removal.

    The Class II directors are proposed to be elected at the Annual Meeting to serve for a term to expire at the 2024 Annual Meeting of Stockholders or earlier in the case of their death, resignation or removal. The Board has nominated Messrs. Dennison, Johnson, and Waitman for election as Class II directors. The nominees have indicated a willingness to stand for election and to serve if elected. You may vote "For All" or "Withhold All" for the nominees or "For All Except" and indicate which nominee for which you are withholding your vote. 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, will vote your proxy for the nominee, who has been designated as such by the Board. In the event that a nominee for director withdraws or for any reason is not able to serve as a director, we 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 each nominee that the Board recommends to stockholders to the Board. The following paragraphs describe the business experience and education of our directors.

Directors Up for Re-Election

Michael C. Dennison Director and Chief Executive Officer Age: 53 Non-Independent Director Since: February 2018

    Michael C. Dennison has served as a director on FOX's Board since February 2018. In August 2018, he assumed the role of President, Powered Vehicles Group, and, in June 2019, he was later named Chief Executive Officer. Prior to FOX, from February 2012 to August 2018, he was President and Chief Marketing Officer for Flex Ltd. (NASDAQ:FLEX), a multinational electronics contract manufacturer. While at Flex Ltd., Mr. Dennison served in a number of leadership roles, from leading the procurement and global supply chain organizations for the company to serving as Senior Vice President of Business Management for both the High-Velocity Solutions Group and the Mobile and Consumer Segment. Prior to joining Flex Ltd., he was the Regional Director at Arrow Electronics, based in New York. Mr. Dennison earned a Bachelor of Arts degree in liberal arts from Oregon State University.

    Mr. Dennison’s current position as Chief Executive Officer and extensive management experience with international consumer products, high-technology, and global supply chain management qualifies him to serve on our Board.

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Sidney Johnson Director Age: 59 Independent Director Since: January 2021

Sidney Johnson has served on our Board since January 2021. Mr. Johnson has over 25 years of operational excellence and global supply chain experience in the technology, global mobility, and automotive manufacturing industries. Since March 2020, he has served as Head of Procurement and Automotive Sourcing at Harman International Industries, Inc., an audio electronics company. 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 nearly 20 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’s degree in industrial engineering and technology from Central State University in Wilberforce, Ohio and a master’s degree in industrial management from Wesleyan University in Indianapolis. Mr. Johnson was introduced to our Board by an executive search firm, and then added to the pool of candidates being considered by our Nominating and Corporate Governance Committee.

Mr. Johnson's exclusive experience in manufacturing and supply chain operations qualifies him to serve on our Board.

Ted Waitman Director Age: 71 Independent Director Since: June 2013 Committees: Member of Audit and Nominating and Corporate Governance

    Ted Waitman has served on our Board since June 2013. Since 1978, he has held various leadership positions, including, from 1996 to 2019, President and Chief Executive Officer of CPM Holdings Inc., a provider of process equipment and automation systems, and since 2003, Director at the same organization. In July 2019, he resigned as CEO of CPM Holdings Inc. and now serves as Director and Special Advisor. From 2006 to 2008, Mr. Waitman was an independent director of Compass Diversified Holdings. He previously was a Director of the American Feed Industry Association and President of the Process Equipment Manufacturers’ Association. Mr. Waitman earned a Bachelor of Science degree in industrial engineering from the University of Evansville.

    Mr. Waitman’s various leadership positions and extensive management and operating experience qualifies him to serve on our Board.

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Directors Not Up for Re-Election

Larry L. Enterline Executive Chair of the Board Age: 68 Non-Independent Director Since: June 2013

    Larry L. Enterline joined FOX in March 2011 as the Company’s Chief Executive Officer, was appointed to the Board in June 2013, and was appointed Executive Chair of the Board in June 2019 upon his retirement as Chief Executive Officer. Effective April 2, 2021, he will retire from the role of Executive Chair of the Board. Prior to joining FOX, he was Chief Executive Officer of Vulcan Holdings Inc., a private investment holding and consulting services company he founded. Before founding Vulcan Holdings, Mr. Enterline was Chief Executive Officer of COMSYS IT Partners Inc., an IT staffing and solutions company. Mr. Enterline served in various management roles earlier in his career, including Senior Vice President of Worldwide Sales and Service Organization at Scientific-Atlanta Inc., a Georgia-based manufacturer of cable television, telecommunications and broadband equipment. Since 2019, Mr. Enterline has served on the Board of Directors of Compass Diversified Holdings, and previously, from 2005 to 2017, he served on the Board of Directors of Concurrent Computer Corporation. Mr. Enterline earned a Bachelor of Science degree in electrical engineering from Case Western Reserve University, and a Master of Business Administration degree from Cleveland State University.

    Mr. Enterline’s experience as our former Chief Executive Officer, service on other public company boards and leadership experience give him the qualifications and skills to serve on our Board.

Dudley W. Mendenhall Lead Independent Director Age: 66 Independent Director Since: June 2013 Committees: Chair of Audit and Member of Compensation Financial Expert

    Dudley W. Mendenhall was named Lead Independent Director in June 2019 after serving as Chair of FOX's Board since July 2017. Upon Mr. Enterline's retirement on April 2, 2021, Mr. Mendenhall will become the Chair of the Board. In February 2012, he joined FOX as a director of its subsidiary, Fox Factory, Inc., and in June 2013, he was appointed to serve as a member of the Company's Board. Since July 2012, Mr. Mendenhall has been an independent consultant providing financial advisory services. From January 2010 to July 2012, he was Vice President, Strategy, Planning and Operations in the office of Strategy and Technology at Hewlett-Packard Co.; from March 2009 to August 2010, Chief Financial Officer of Solera Holdings Inc., a provider of software and services to the automobile insurance claims processing industry; and from September 2007 to March 2009, Chief Financial Officer of Websense Inc. From April 2003 to September 2007, Mr. Mendenhall was Senior Vice President and Chief Financial Officer of K2 Inc., an international sporting equipment manufacturer. He earned a Bachelor of Arts degree in economics from Colorado College.

Mr. Mendenhall’s experience as chief financial officer at public companies and his background in finance and accounting gives him the qualifications to serve on our Board.

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Thomas E. Duncan Director Age: 56 Independent Director Since: July 2017 Committees: Chair of Nominating and Corporate Governance

    Thomas E. Duncan joined the Board in July 2017. From 2004 to 2020, he served as President and Chief Executive Officer of the North American division of Positec Tool Corp., a global manufacturer and marketer of power tools and lawn and garden equipment and accessories, including the Rockwell and WORX brands. Prior to this, from June 2001 to September 2003, he was a Vice President of Robert Bosch Tool Corp., and from September 1992 to June 2001, was a Vice President at Vermont American Corp. until it was acquired by Robert Bosch Tool Corp. Since October 2015, Mr. Duncan has been a director on the Outdoor Power Equipment Institute Board of Directors and, since September 2016, a director on the Folks Center for International Business Board of Directors at University of South Carolina's Darla Moore School of Business. In 2018, Mr. Duncan joined 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's over 25 years of experience in the manufacturing and consumer durable goods industry gives him the qualifications to serve on our Board.

Elizabeth A. Fetter Director Age: 62 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. Since January 2020, she has served on the Talend S.A. Board of Directors, and since 2014, the McGrath Rentcorp Board of Directors. From 2015 to 2017, she served on the Alliant International University Inc. Board of Directors and, since 2004, on the Connexed Technologies Inc. Board of Directors. From 2000 to 2013, Ms. Fetter served as a member of the Symmetricom Inc. Board of Directors and, in April 2013, she was appointed President and Chief Executive Officer of Symmetricom Inc. She served in this capacity until November 2013 when Microsemi Corp. acquired Symmetricom Inc. From 2011 to 2012, Ms. Fetter was President and Chief Executive Officer of NxGen Modular LLC, and in 2007, she was President, Chief Executive Officer and a Director of Jacent Technologies. From 2005 to 2013, she also served on the Quantum Corp. Board of Directors and, from 2008 to 2009, she served on the Ikanos Corp. Board of Directors. From 2004 to 2013, she was the Alliant International University Inc. Chair of the Board of Trustees and served as a Trustee. 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's more than 25 years of public and private company board service and past chief executive officer experience at multiple firms gives her the qualifications to serve on our Board.

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Jean Hlay Director Age: 61 Independent Director Since: February 2019 Committees: Member of Audit and Compensation

    Jean Hlay has served on the Board since February 2019. Upon Mr. Enterline's retirement on April 2, 2021 and Mr. Mendenhall's transition to Chair of the Board, Ms. Hlay will succeed Mr. Mendenhall as Chair of the Audit Commitee. 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. In 2002, she was named to the MTD Products, Inc. Board of Directors, and in 2009, she was appointed President and COO in 2009, and continued in both roles until 2018. Prior to MTD, Ms. Hlay was Chief Financial Officer 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). Since 2012, she has been serving on the Pella Corp. Board of Directors. From 2006 to 2018, she served on the Outdoor Power Equipment Institute Board of Directors. Additionally, in 2019, Ms. Hlay joined the Boards of Directors of both Blain's Supply Inc. and Buckeye Corrugated Inc. Ms. Hlay earned a Bachelor of Science, Business Administration degree in accounting from Bowling Green State University and is a CPA.

    Ms. Hlay's over 25 years of experience in the consumer products manufacturing industry as well as her background in finance and accounting gives her the qualifications to serve on our Board.

Required Vote for Election of Directors

The election of 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.

Recommendation of the Board

    The Board recommends that you vote “FOR ALL” the nominees, Messrs. Dennison, Johnson, and Waitman, to be elected to our Board as Class II directors for a term ending at our 2024 Annual Meeting of Stockholders or earlier in the case of their death, resignation or removal.

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RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(PROPOSAL 2)

General

Our Audit Committee has appointed Grant Thornton LLP as independent public accountants to examine our consolidated financial statements for fiscal year 2021, and has determined that it would be desirable to request that the stockholders ratify the appointment.

You may vote “For” or “Against” this proposal, or you may “Abstain” from voting.

Grant Thornton LLP is an independent registered public accounting firm and audited our financial statements for the fiscal years ended January 1, 2021, January 3, 2020, and December 28, 2018. Based on its past performance during these audits, the Audit Committee has selected Grant Thornton LLP as the independent auditor to perform the audit of our financial statements for fiscal year 2021. Information regarding Grant Thornton LLP can be found at www.grantthornton.com.

Representatives of Grant Thornton LLP are expected to be present at the Annual Meeting via live webcast, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Fees

The following table sets forth the total amount billed to us for the fiscal years ended January 1, 2021 and January 3, 2020 by Grant Thornton LLP.

	Fiscal Year 2020		Fiscal Year 2019
Audit Fees (1)	$	1,748,675	$	1,740,260
Audit-Related Fees (2)	270,447		42,601
Tax Fees (3)	21,489		81,301
Total	$	2,040,611	$	1,864,162

(1)“Audit Fees” are aggregate fees billed by Grant Thornton LLP for professional services for the audit of our annual financial statements included in our annual reports on Form 10-K and for the review of our interim financial statements included in our quarterly reports on Form 10-Q or services that are normally provided by Grant Thornton LLP in connection with statutory and regulatory filings or engagements.

(2) "Audit-Related Fees" are aggregate fees billed by Grant Thornton LLP for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees". These services include consultations and audits related to mergers and acquisitions; and services related to offering of common stock and consents for

registration statements.

(3)“Tax Fees” are aggregate fees billed by Grant Thornton LLP for professional services rendered in connection with tax compliance, tax advice and tax planning.

The Audit Committee has evaluated Grant Thornton LLP’s qualification, performance and independence and has determined that services provided by Grant Thornton LLP were permitted under the rules and regulations concerning public accountant's independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as amended, as well as by the Public Company Accounting Oversight Board (the “PCAOB”).

Pre-Approval Policy

The Audit Committee’s policy is to pre-approve any independent accountant’s engagement to render audit and or permissible non-audit services (including the fees charged and proposed to be charged by independent accountants) subject to the de minimis exceptions under Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as otherwise required by law. Non-audit services may include audit-related services, tax services, or other services. The Audit Committee annually reviews whether the provision of permitted non-audit services is compatible with maintaining the accountant’s independence. The Audit Committee pre-approved all "Audit Fees", "Audit-Related Fees" and "Tax Fees" in fiscal years 2020 and 2019.

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Required Vote for Stockholder Approval

The affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote thereon is required to ratify the appointment.

Recommendation of the Board

The Board recommends that you vote “FOR” the ratification of the appointment of Grant Thornton LLP to serve as independent auditor for the Company for the fiscal year ending December 31, 2021.

DIRECTOR COMPENSATION

Non-employee Director Compensation for Fiscal Year 2020

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 2020, our Non-employee Director Compensation Plan, as amended and restated, provided for an annual cash retainer of $60,000, payable quarterly, for service as a non-employee director of FOX. A non-employee director who serves as Chair of the Board is paid an additional annual retainer of $25,000 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 additional annual retainers of $20,000, $12,000 and $8,500, respectively. The Lead Independent Director is paid an additional annual retainer of $25,000. Each non-employee director serving on the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is provided additional annual retainers of $8,000, $7,000, and $4,000, 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 Plan, 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 2013 Omnibus Plan, as amended. 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 plan. Subject to applicable laws and our policies in place for equity-based awards, through fiscal year 2020, the non-employee directors were entitled to receive an annual award of RSUs determined by dividing $115,000, by the closing price of our common stock on the date of grant. In fiscal year 2020, each non-employee director received an award of 2,122 RSUs on May 7, 2020. These awards will vest on the day immediately prior to the Annual Meeting, subject to accelerated vesting in the event of a director’s death or a change in control of the Company. The non-employee director who serves as the Chair or the Lead Independent Director is entitled to receive an additional award of RSUs determined by dividing $15,000 by the closing price of our common stock on the date of grant. The Executive Chair is considered an employee of the Company and is not eligible for the aforementioned $15,000 additional RSU award.

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The following table sets forth information for the year ended January 1, 2021 regarding the compensation awarded to, earned by or paid to persons who served as our directors during fiscal year 2020 who are not Named Executive Officers.

DIRECTOR COMPENSATION - FISCAL YEAR 2020
Name	Fees earned or paid in cash		Stock awards (1)		Total
Dudley W. Mendenhall	$	97,750	$	130,000	$	227,750
Thomas E. Duncan	60,250		115,000		175,250
Elizabeth A. Fetter	64,375		115,000		179,375
Jean Hlay	61,500		115,000		176,500
Sidney Johnson (2)	—		—		—
Ted Waitman	60,750		115,000		175,750

(1)Amounts in this column represent the aggregate grant date fair value computed in accordance with FASB Topic 718 of RSUs awarded in 2020 pursuant to the 2013 Omnibus Plan. The RSUs vest on the day before the Company's Annual Meeting.

(2)Sidney Johnson was appointed to the Board on January 2, 2021. Mr. Johnson did not earn any fees or awards during fiscal year 2020.

CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our Board, which currently consists of eight 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 has adopted a set of governance guidelines (the "Governance Guidelines") to assist our Board and its committees in performing its 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 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.

Code of Ethics

Our Board has 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.

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Leadership Structure

The Board believes its current leadership structure best serves 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, is our “Lead Independent Director” and serves in a leadership capacity on our Board. As Lead Independent Director, Mr. Mendenhall is responsible for: approving Board meeting agendas; in consultation with the non-employee directors and the Executive Chair, 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 Chief Executive Officer 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. The separation of the roles of Chief Executive Officer and the Executive Chair allows the Chief Executive Officer to focus primarily on leading the day-to-day operations of the Company while the Executive Chair can focus on leading the Board in its consideration of strategic issues and monitoring corporate governance, community relations and stockholder issues.

Our Board has three standing committees, comprised solely of independent directors, the Audit Committee, chaired by Mr. Mendenhall; the Compensation Committee, chaired by Ms. Fetter; and the Nominating and Corporate Governance Committee, chaired by Mr. Duncan. The responsibilities and authority of each committee are described later in this Proxy Statement.

Risk Oversight

The Board believes risk management is an important aspect of our business. The Board oversees and regularly reviews the Company's management of material risks. While the Board as a whole ultimately has the responsibility for overseeing risk management, the Board has delegated certain duties with respect to risk oversight to our Audit Committee. In furtherance of such purpose, the Audit Committee Charter specifically requires the Audit Committee to discuss with management, the internal auditor or internal audit service provider, as the case may be, and the independent public accountant the Company’s major risk exposures (whether financial, operations or both) and the steps management has taken to monitor and control such exposure, including the Company’s risk assessment and risk management policies. The Audit Committee reports to the Board with its findings.

Board Meetings

During fiscal year 2020, the Board held nine meetings. All of our directors who served in fiscal year 2020 attended or participated in 75% or more 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 2020 Annual Meeting of Stockholders.

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Policies

Hedging and Pledging Policy

Our Board has adopted the Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures, or 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 Compliance Officers before pledging shares of our common stock.

Clawback Policy

Additionally, our Board has adopted the Policy Regarding Recoupment of Incentive Compensation upon Restatement or Misstatement of Financial Results, or as Required by Law, or the Clawback Policy. According to the Clawback Policy, if, in the opinion of the independent directors of the Board, the Company's financial results are materially misstated due in whole or in part to intentional fraud or misconduct by one or more of the Company's executive officers, the independent directors have the discretion to use their best efforts to remedy the fraud or misconduct and prevent its recurrence. The independent directors may, for up to five years following such misstatement and subject to the limitations herein, direct that the Company recover all or a portion of any bonus or incentive compensation paid, or cancel the stock-based awards granted, to the executive officer(s), as well as seek to recoup any gains realized with respect to equity-based awards, including stock options and RSUs. However, these "clawbacks" can only ensue if the following conditions have been met: (1) the bonus or incentive compensation to be recouped was calculated based upon the financial results that were restated, (2) one or more executive officers engaged in the intentional misconduct, and (3) the bonus or incentive compensation calculated under the restated financial results is less than the amount actually paid or awarded.

Certain Relationships and Related Transactions and Director Independence

Policies and Procedures for Related Party Transactions

Our Board has adopted a written related person transaction policy, which 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 under the Securities Act of 1933, as amended (the “Securities Act”), 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, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related person. 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 and no related party transactions have been approved except in accordance with our policy.

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

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Nominations of Directors and Diversity

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 has determined that eight is the appropriate number of directors to have on the Board. 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. 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. Sidney Johnson, who was appointed as an independent director of the Board in January 2021, was brought to the attention of the Committee by an external director search firm. The Nominating and Corporate Governance Committee reviews candidates with certain criteria in mind, including, but not limited to: (a) qualities of intelligence, honesty, perceptiveness and responsibility; (b) a general interest in FOX and a recognition that, as a member of the Board, each director is accountable to the stockholders of FOX; (c) having a background that demonstrates an understanding of business and financial affairs of other organizations of comparable or large purpose, complexity and size, and subject to similar or greater legal restrictions and oversight; (d) being able to contribute to the effective management 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; (e) having no conflict of interest or legal impediment that would interfere with the duty of loyalty owed to the Company and its stockholders; (f) having no relationships that might impair his or her independence, including, but not limited to, business, financial or family relationships with the Company’s management; (g) possessing skills necessary for service on any Board committee; (h) being 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 (i) possessing skills necessary for service on any Board committee. 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 stockholders provided stockholders in submitting recommendations, as provided for in the Fox Factory Holding Corp. Policy Regarding Security Holder Recommendations of Director Nominees, follow the procedures 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 of Stockholders a written recommendation to the Nominating and Corporate Governance Committee c/o Fox Factory Holding Corp., 6634 Highway 53, Braselton, GA 30517, Attn: General Counsel, and must meet the deadlines and other requirements set for in our Amended and Restated Bylaws (the “Bylaws”), the Fox Factory Holding Corp. Policy Regarding Security Holder Recommendations of Director Nominees and the rules and regulations of the SEC. If a stockholder, in accordance with the procedural requirements discussed above, recommends a proposed director candidate, the General Counsel 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 our stockholders.

Diversity

The Nominating and Corporate Governance Committee has adopted a formal Diversity Policy within the Nominating and Corporate Governance Committee Charter. The Nominating and Corporate Governance Committee believes that differences in experiences, knowledge, skills and viewpoints enhance the Board’s overall performance. The Nominating and Corporate Governance Committee implements its Diversity Policy by considering such characteristics, among others, in selecting, evaluating and recommending proposed director candidates. In accordance with the Nominating and Corporate Governance Committee Charter, the Board performs an annual self-assessment of its performance and effectiveness, which seeks to identify any specific areas requiring improvement, including with respect to diversity.

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Corporate Social Responsibility

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 are discussed at Board meetings. Out of this process, the Board has increased our efforts on issues such as environmental sustainability and culture and human capital, in order to have a more positive impact on our business and society. As a reflection of the importance of these matters, in 2019 and 2020, the Board approved a number of amended policies, including the Anti-Corruption Policy, the Environmental and Energy Policy and Practices and the Insider Trading Policy. Each of these policies is posted on our website: http://investor.ridefox.com/corporate-governance. Certain members of management are responsible for the oversight of these policies and report to the Board with any updates with respect to the implementation of these policies and general performance of the Company in the environmental, social and governance areas (“ESG”). The Board, with the assistance of management, consistently monitors the Company’s ESG initiatives in an effort to reflect best practices.

Environmental Sustainability

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. From initiatives that promote and protect the responsible use of natural resources to actions that create greater equity from a social impact perspective, we strive to make a sustainable difference. On November 1, 2019, our El Cajon, California manufacturing facilities attained ISO 14001 and IATF 16949 certifications. We are in the process of obtaining ISO 14001 certification across our global manufacturing footprint and standardizing conservation efforts to reduce our overall carbon footprint. We are committed to promoting environmentally conscious business practices in an efficient and responsible manner.

Culture and Human Capital

The Company strives to create a respectful, rewarding, diverse, and inclusive work environment. Our leadership is focused on bringing out the best in people, supporting their goals, and allowing them to find deep meaning in their work. The Board and management believe that the well-being of our employees impacts how our Company carries out its long-term corporate strategy. We are committed to building and maintaining an inclusive workplace in which all employees feel they belong, are empowered to be their best, and inspired to deliver maximum performance. Our employees have diverse skills, experiences and unique perspectives that collectively contribute to greater opportunities for engagement, innovation and business growth. Our commitment to Inclusion, Diversity, and Engagement aligns with our values of Leadership, Trust, Service, Agility, Ingenuity, and Collaboration and are critical components of being a purpose-led organization. Our Inclusion, Diversity, and Engagement strategy is sponsored by the entire Executive Leadership Team and is centered on the following objectives:

•build a globally diverse, high-performing workforce that mirrors the populations around us;

•foster an inclusive workplace culture where all feel like they are heard, welcomed, valued, and empowered; and

•engage our people in making an impact in the marketplace where we live, work, and play.

The Board, the Compensation Committee, and the Nominating and Corporate Governance Committee engage with management and human resource executives on a regular basis across a broad range of human capital management issues.

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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., 6634 Highway 53, Braselton, GA 30517, Attn: General Counsel. Communications may also be sent to the General Counsel by email at dhaugen@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 General Counsel 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 of each director, nominee and executive officer and the positions held by each of them as of the date of this Proxy Statement are as follows:

Name	Age	Class	Position
Michael C. Dennison	53	II	Director and Chief Executive Officer
Scott R. Humphrey	50	—	Chief Financial Officer and Treasurer
John E. Blocher	57	—	Former Interim Chief Financial Officer and Former Interim Treasurer
Richard T. Winters	58	—	President, Powered Vehicles Group
Christopher J. Tutton	47	—	President, Specialty Sports Group
Larry L. Enterline	68	III	Executive Chair of the Board
Dudley W. Mendenhall	66	I	Lead Independent Director
Thomas E. Duncan	56	III	Director
Elizabeth A. Fetter	62	I	Director
Jean Hlay	61	III	Director
Sidney Johnson	59	II	Director
Ted Waitman	71	II	Director

Executive Officers who are not Directors

Scott R. Humphrey joined the Company in June 2020 as Senior Vice-President Finance, and, in August 2020, was promoted to Chief Financial Officer and Treasurer. Prior to joining FOX, Mr. Humphrey most recently was the interim Chief Financial Officer of Hibbett Sports, Inc. (NASDAQ: HIBB) and he served as Chief Financial Officer of Ciner Resources LP (NYSE: CINR). Mr. Humphrey has over 20 years of experience in finance and operations management and provides the Company with a depth of experience in equity and debt financing, budgeting and forecasting, and execution of mergers and acquisitions. Earlier in his career, he managed all treasury activities at Schweitzer-Mauduit International, Inc. (NYSE: SWM) and prior to that at Hyco International, Inc. Mr. Humphrey earned a Bachelor of Science from Boston College and an MBA from Georgetown University.

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John E. Blocher served as the Company's Interim Chief Financial Officer and Interim Treasurer from November 2019 to August 2020. He resumed the position of Senior Vice President of Finance upon Scott Humphrey's promotion to the role of Chief Financial Officer and Treasurer. Mr. Blocher joined the Company in 2012 as the Corporate Controller. Prior to joining FOX, Mr. Blocher held a variety of executive financial positions at both private and public companies and has more than 20 years of corporate financial management experience. Mr. Blocher holds a Bachelor of Science degree in business administration and finance from California State University-Long Beach.

Richard T. Winters joined us in October 2018 as Executive Vice President, Powered Vehicles Group and, on June 29, 2019, was named President, Powered Vehicles Group. Prior to joining FOX, from 2017 to 2018, he was Senior Vice President, Consumer Technology Group at Flex Ltd. (NASDAQ:FLEX). While at Flex Ltd., Mr. Winters also held roles as Senior Vice President Consumer Business Unit and Senior Vice President Consumer Design Engineering and Operations. Prior to joining Flex Ltd., from 2009 to 2013, he was Vice President of Global Operations for Sierra Wireless, a leader in Wi-Fi interconnect modules serving B2B and automotive industries. From 1999 to 2008, Mr. Winters served as Vice President of Operations at Ericsson for the CDMA division from and, from 1996 to 1999, he was the Senior Director of Operations at Qualcomm. Mr. Winters earned a Bachelor of Science degree from Regis University, Denver and an Executive Business degree from Stanford University.

Christopher J. Tutton joined the Company in April 2018 as President, Specialty Sports Group. Prior to serving in this role, from 2014 to 2018 he was President, Race Face & Easton Cycling after FOX acquired both Race Face Performance Products and Easton Cycling under RFE Holdings Corp., a wholly-owned FOX subsidiary. From 2011 to 2014, Mr. Tutton restarted the Race Face brand by founding a new company under the Race Face Performance Products name. He remained in the dual role as President of Race Face and Director of OEM sales at Easton Bell Sports (EBS) until purchasing Easton Cycling from EBS in 2013. Mr. Tutton started his career in the cycling industry in 1994 to 2008, at Rocky Mountain Bicycles and Race Face Components, working his way through various levels of increasing responsibility at Race Face to become the Vice President.

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 2020 and is currently comprised of Messrs. Mendenhall and Waitman and Ms. Hlay, with Mr. Mendenhall serving as Chair of the committee. Effective April 2, 2021, upon Mr. Mendenhall's transition to the Chair of the Board, Ms. Hlay will become the Chair of the Audit Committee. Mr Mendenhall will continue to serve as a member of the Audit Committee. Our Board has 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 Mr. Mendenhall is the “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:

•appointing, 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 and our enterprise risk-management practices;

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•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 five meetings in fiscal year 2020 and is currently comprised of Mses. Fetter and Hlay, and Mr. Mendenhall, with Ms. Fetter serving as Chair of the committee. Our Board has 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 and an “outside director” as that term is defined in Treasury Regulations Section 1.162-27(3). 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 Chief Executive Officer, our other executive officers, and direct reports to the Chief Executive Officer, 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; and

•establishing or recommending policies with respect to compensation arrangements, including recoupment policies.

The Compensation Committee may delegate authority to the Chief Executive Officer to grant rights in, or options to purchase, shares of our common stock to eligible employees who are not executive officers, subject to certain limitations.

    Nominating and Corporate Governance Committee.Our Nominating and Corporate Governance Committee held four meetings in fiscal year 2020 and is currently comprised of Messrs. Duncan and Waitman and Ms. Fetter, with Mr. Duncan serving as Chair of the committee. Our Board has 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;

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•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;

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

•reviewing and discussing with the Chief Executive Officer and reporting to our Board plans for executive officer development and corporate succession plans for the Chief Executive Officer and other executive officers.

Compensation Committee Interlocks and Insider Participation.No member of our Compensation Committee was an employee or officer of the Company during fiscal year 2020, 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 has 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.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis explains our compensation philosophy, summarizes our compensation programs and reviews compensation decisions for the executives identified as Named Executive Officers in the Summary Compensation Table. Our executive compensation philosophy, policies, plans and programs are under the supervision of the Compensation Committee. For a description of the composition, authority and responsibilities of the Compensation Committee, see “Corporate Governance - Board of Directors, Executive Officers and Committees." Unless the context requires otherwise, in this Compensation Discussion and Analysis when we refer to the “Committee,” we are referring to the Compensation Committee, and when we refer to “Named Executive Officers” or “NEOs," we are referring to the executives identified as Named Executive Officers in the Summary Compensation Table, who for fiscal year 2020, were:

•Michael C. Dennison, Chief Executive Officer

•Scott R. Humphrey, Chief Financial Officer and Treasurer

•John E. Blocher, Former Interim Chief Financial Officer and Former Interim Treasurer

•Richard T. Winters, President, Powered Vehicles Group

•Christopher J. Tutton, President, Specialty Sports Group

•Larry L. Enterline, Executive Chair of the Board

Our compensation programs are designed with the general goals and objectives of creating a compensation program that:

•attracts;

•engages;

•rewards for results; and

•retains

individuals, in an effort to build a workforce that advances the interests of the Company and its stockholders.

In making compensation decisions for 2020, the Compensation Committee considered the unplanned, wide-ranging economic impact to our business due to the COVID-19 pandemic. In August of 2020, the Compensation Committee adopted a modified approach to the annual performance-based bonuses for 2020 for our Executive Leadership team. The modified approach focused more heavily on achieving financial goals that drive stockholder value, re-aligning and engaging employees with an opportunity to earn awards for achieving excellent financial results with more weight placed on results in the second half of the fiscal year.

The Company performance metrics we believe are the most important to our stockholders - revenue, adjusted EBITDA, and return on invested capital ("ROIC") - are the same metrics we used in determining performance-based compensation in 2020. In 2020, we added revenue and ROIC as indicators to gauge the efficiency of our operations during the COVID-19 pandemic. For 2021, we anticipate returning to adjusted EBITDA as our primary performance metric.

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2020 Performance Highlights and Key Accomplishments

Record Financial Results

We delivered record financial results in fiscal year 2020, despite the challenges related to the COVID-19 pandemic. We benefited from consistent execution and favorable business fundamentals in our Powered Vehicles Group and in our Specialty Sports Group.

FY2020 RESULTS

Sales	$890.6 million
Net income attributable to FOX stockholders	$90.7 million
Earnings per diluted share	$2.22
Non-GAAP adjusted net income*	$123.8 million
Adjusted earnings per diluted share*	$3.03
Adjusted EBITDA*	$176.3 million

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

FY2020 Percentage Increases (Year over Year)

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Strong Historical Financial Performance for Stockholders

Our record of strong performance is reflected in our one-, three- and five-year total stockholder returns ("TSRs"), which significantly outperformed those of our peers.

Total Stockholder Return

* Represent annualized figures

** Based on median TSRs of compensation peer group discussed further under "Use of Market Data Analyses"

Key Management and Governance Developments

On August 4, 2020, Scott Humphrey, previously our Senior Vice-President of Finance, was appointed to Chief Financial Officer and Treasurer. Mr. Humphrey has over 20 years of experience in finance and operations management and provides the Company with a depth of experience in equity and debt financing, budgeting and forecasting, and execution of mergers and acquisitions. Mr. Humphrey succeeded John Blocher who had served as Interim Chief Financial Officer and Interim Treasurer. Upon this transition, Mr. Blocher resumed his prior role of Senior Vice-President of Finance.

Effective January 2, 2021, the Board appointed Sidney Johnson as a director on the Board. Mr. Johnson who has over 25 years of operational excellence and global supply chain experience in the technology, global mobility, and automotive manufacturing industries provides us with invaluable strategic guidance as we optimize our manufacturing and procurement processes.

On February 25, 2021, we announced that, effective April 2, 2021, Larry L. Enterline will retire from the role of Executive Chair of the Board, after being a part of the FOX family for nearly a decade. Effective April 2, 2021, the Board appointed Dudley Mendenhall, who currently serves as the Lead Independent Director and Chair of the Audit Committee, to succeed Mr. Enterline as the Chair of the Board. From July 2017 to June 2019, Mr. Mendenhall served as Chair of the Board. Effective April 2, 2021, the Board appointed Jean Hlay, who currently serves as a member of both the Audit Committee and Compensation Committee, to succeed Mr. Mendenhall as Chair of the Audit Committee.

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Key Compensation Decisions for Fiscal Year 2020

•Base Salary. During fiscal year 2020, Messrs. Winters and Tutton received a 4.3% and 3.7% merit increase in base salary, respectively.

•Annual Performance-Based Bonuses. In consideration of the unplanned, wide-ranging economic impact to our business due to the COVID-19 pandemic, the Compensation Committee adopted a modified approach to the annual performance-based bonuses for 2020 for our Executive Leadership team. Key elements of the modified approach include:

◦focus more heavily on achieving financial goals that drive stockholder value and re-aligning and engaging employees with an opportunity to earn awards for achieving excellent financial results;

◦add revenue and ROIC as performance metrics in addition to adjusted EBITDA;

◦place more weight on results in the second half of the fiscal year by excluding the results of the Company's fiscal second quarter from the revenue and adjusted EBITDA goals;

◦establish a single, company-wide metric to use across all business groups; and

◦further promote long-term results and engagement by paying 50% of the bonus in cash and the remaining 50% in the form of restricted stock units ("Bonus RSUs") that vest in one year.

•Equity Incentive Compensation. The Compensation Committee awards equity compensation that vest over several years in order to promote long-term results. Based on the Company’s performance in fiscal year 2019 and after consideration of prior equity-based awards still outstanding, five of our NEOs received equity-based awards under the terms of the 2013 Omnibus Plan in fiscal year 2020.

Mix of Elements of Compensation for Fiscal Year 2020

For fiscal year 2020, the mix of the key elements of compensation our Named Executive Officers were eligible to receive at target levels was as follows (excluding compensation of the type that would fall under “All Other Compensation” in our Summary Compensation Table):

Name	Base Salary %		Annual Performance-Based Bonuses % (AT TARGET) (1)		Fair Value of Restricted Stock Granted % (2)
Michael C. Dennison	17	%	27	%	55	%
Scott R. Humphrey	28	%	27	%	45	%
John E. Blocher	36	%	22	%	42	%
Richard T. Winters	31	%	28	%	41	%
Christopher J. Tutton	30	%	27	%	42	%
Larry L. Enterline	100	%	—	%	—	%

(1) Includes Cash Bonus and Bonus RSUs. In response to the COVID-19 pandemic, the Compensation Committee revised the payout structure for 2020 annual performance based bonuses to include 50% payout in cash and 50% payable in Bonus RSUs that were awarded in February 2021 and vest in February 2022.

(2) Reflects awards made in fiscal year 2020 and does not include Bonus RSUs made in fiscal year 2021 related to fiscal year 2020 performance.

Our executive compensation program is predominantly performance-based. As an executive’s ability to impact operational performance increases, so does the proportion of his or her at-risk compensation. Target short- and long-term incentive compensation (where applicable) grows proportionately as job responsibilities increase, which encourages our officers to focus on the Company’s long-term success and aligns with the long-term interests of our stockholders. We tie all annual Bonuses for our NEOs to revenue, adjusted EBITDA, and ROIC targets because we believe these are the most important metrics to our stockholders. For the majority of our NEOs, annual Bonuses are the only portion of their compensation that is directly tied to a performance metric. However, the Compensation Committee takes into account Company performance when determining the number of RSUs to be awarded to our Named Executive Officers (making such compensation “at-risk” to the performance of the Company).

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The graphics below illustrate the mix of fixed and incentive compensation opportunities at target we provided to our Chief Executive Officer and other current NEOs for fiscal year 2020.

While "Total Stockholder Return" is not used as a performance metric, the Compensation Committee when determining the total compensation packages of our Named Executive Officers considered it, along with other metrics. As evidenced below, we believe our Chief Executive Officer’s compensation is commensurate with the total return to stockholders of the Company over the past five years.

CEO COMPENSATION VS. TSR

*The above chart reflects information contained in our Summary Compensation Table.

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Highlights of Executive Compensation Practices

What We Do	What We Do Not Do
ü Pay for Performance	œ Hedging Transactions
The Company ties pay to performance, as evidenced in in the above “Mix of Elements of Compensation for fiscal year 2020,” in which compensation not tied to performance, only makes up an average of 38% of the compensation mix for the Named Executive Officers.	Insiders are prohibited from engaging in hedging transactions with respect to the Company's shares of common stock, in accordance with the Company’s Insider Trading Policy. See "Hedging and Pledging Policy" on page 21 for a more thorough discussion of the Company's hedging and pledging policies.
ü Use of Market Data	œ Short-Term Trading
The Company uses market data analyses to ensure executives and non-employee directors receive competitive compensation opportunities.	Insiders are prohibited from short-term trading in the Company's shares of common stock, other than when such shares are acquired as a result of stock option exercise or other employee benefit plans, in accordance with the Company’s Insider Trading Policy.
ü Clawback Policy	œ Recycle Stock Awards
The Company maintains a Clawback Policy, allowing the independent directors of the Board to clawback all or a portion or any bonus or incentive compensation paid, or cancel stock-based awards granted to executive officers upon restatement or misstatement of financial results, or as required by law.	The Company amended the 2013 Omnibus Plan in 2017 to remove the ability to recycle any shares underlying outstanding awards that are ultimately settled for cash.
ü Independent Compensation Consultant	œ Reprice Awards
In fiscal year 2020, Aon Rewards Solutions, an independent compensation consultant, was engaged for a variety of purposes including undertaking a review of the Company's peer group.	Except in connection with a corporate transaction or event requiring an adjustment under the terms of the 2013 Omnibus Plan, the terms of outstanding equity awards may not be amended to reduce the exercise price of options or the grant price of stock appreciation rights, or cancel options or stock appreciation rights in exchange for cash, other awards or options or stock appreciation rights with an exercise price or grant price, that is less than the exercise price of the original options or grant price of the original stock appreciation rights, as applicable, without stockholder approval.
ü Double-Triggers for Cash Severance
Mr. Enterline’s Employment Agreement require a “double trigger” for cash severance in the event of a change of control. No other Employment Agreement provide for additional severance payments in the event of a change of control. See “Employment Agreements” section below for additional information.
ü RSU Awards to Promote Long-Termism
The Company awards restricted stock units, with long vesting periods up to four years, which are forfeited upon termination from employment, in order to promote long-term results.

Oversight of Executive Compensation

The Compensation Committee

The Committee has sole responsibility for all elements of Named Executive Officer and non-employee director compensation. The Committee meets in executive session without the Chief Executive Officer to determine his compensation. The Committee evaluates the performance of the Chief Executive Officer against goals and objectives reviewed and approved by the Committee. The Committee also reviews the performance evaluation of all other Named Executive Officers, which are provided by the Chief Executive Officer. The Committee receives recommendations from the Chief Executive Officer as to compensation of other Named Executive Officers, and the Chief Executive Officer participates in Committee discussions regarding the compensation of such officers. The Committee operates pursuant to a written charter, which is available on our website at: http://investor.ridefox.com/.

Each year, the Committee reviews the Company’s total compensation program to ensure that it is designed to achieve the Company’s compensation objectives. In conducting its annual review, the Committee considers information provided by our human resources staff, often including information from independent compensation consultants and compensation data service providers.

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While the Committee has the authority, in its sole discretion, to retain independent compensation consultants, it is usually the Human Resources staff of the Company, upon recommendation from the Committee, that periodically retains independent compensation consultants to provide surveys and reports containing competitive market data with respect to certain executive officers, directors and types of compensation.

Compensation Consultant

For compensation-related decisions in fiscal year 2020, an independent executive compensation consultant, Aon Reward Solutions ("Aon"), was engaged to advise the Committee on compensation matters related to the executive and non-employee director compensation programs. In fiscal year 2020, Aon assisted the Committee with, among other things:

•executive and director market pay analysis;

•reviewing and making changes to the compensation peer group (as discussed below);

•development of executive and director pay programs;

•assisting with the Compensation Discussion and Analysis disclosures; and

•providing compensation governance advisory services.

Aon reported to the Compensation Committee and the Human Resources staff and had direct access to the members of the Compensation Committee. The Compensation Committee conducted a specific review of its relationship with Aon in 2020, and determined that Aon’s work for the Compensation Committee did not raise any conflicts of interest. Aon’s work conformed to the independence factors and guidance provided by the Dodd Frank Act, the SEC and the NASDAQ.

Use of Market Data Analyses

During fiscal year 2020, Aon was retained to assist with reviewing and updating the Company's peer group to ensure that all peers remain appropriate for go-forward market comparisons.

Aon’s review took into account revenue size, as well as FOX’s GICS industry code, and broader related industry/company groupings such as leisure and high-value brand names. Similar criteria were used by Aon for comparison to propriety survey data.

For the purpose of setting fiscal year 2020 executive compensation, the following peer group was used:

Acushnet Holdings Corp.	Aerojet Rocketdyne Holdings, Inc.	Albany International Corp.
Brooks Automation, Inc.	Callaway Golf Company	Chart Industries, Inc.
Deckers Outdoor Corporation	Dolby Laboratories, Inc.	Dorman Products, Inc.
Gentex Corporation	Helios Technologies	iRobot Corporation
Johnson Outdoors, Inc.	LCI Industries	Littlefuse, Inc.
Mercury Systems, Inc.	Monro, Inc.	Novanta Inc.
RBC Bearings Incorporated	Steven Madden, Ltd.	Sturm, Ruger & Company, Inc.
Wolverine World Wide, Inc.	YETI Holdings, Inc.

In 2020, Aon was also engaged to perform executive and non-employee director pay analysis based on the Company's new peer group. In addition, in fiscal year 2020, the Human Resources staff purchased subscriptions to financial and executive compensation databases to obtain market data, including a subscription to the Economic Research Institute ("ERI"), a leading third-party compensation data provider. Utilizing the data provided by ERI, the Human Resources staff reviewed the compensation of executives of peer group companies based on a number of criteria including, but not limited to: geography, revenue, growth rate, types of products, and adjusted EBITDA. During fiscal year 2020, the scope of ERI’s services to the Company was limited to providing access to its database to the Human Resources staff. The Human Resources staff also frequently monitors public sources known within the industry to keep up to date on market trends.

The Human Resources staff uses the various surveys and reports it obtains from the independent compensation consultants, the compensation databases, and publicly available sources to make recommendations to the Committee concerning executive compensation. When creating its recommendation, the Human Resources staff analyzes market data regarding the compensation mix among base salary, annual incentive and long-term incentives such as performance-based cash awards, stock options and RSUs. The

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Committee reviews this mix analysis when evaluating the separate compensation elements for each executive. The surveys that our Human Resources staff reviews may also show percentile compensation levels for various executive positions with comparable job responsibilities. The Human Resources staff does not make recommendations based on any particular percentile, and market data is only one of many factors that the Human Resources staff considers in the making recommendations regarding executive compensation levels. Other factors include internal pay equity, level of responsibility, the individual’s performance, expectations regarding the individual’s future potential contributions, succession planning, retention strategies, budget considerations and the Company’s performance. The Committee relies on its collective experience and judgment along with the recommendations prepared by our Human Resources staff to set executive compensation.

Risk Assessment

In formulating and evaluating material elements of compensation available to Named Executive Officers, both the Committee and our Human Resources staff take into consideration whether any such programs may encourage excessive risk-taking behavior. Based on such review, the Committee concluded that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on us. In making such determination the Committee took into consideration the many design features that mitigate the likelihood of inducing excessive risk-taking behavior. In particular, the Committee believes that our use of RSU awards as the primary equity feature in our compensation program, as outlined below, minimizes risks that the Named Executive Officers' short-term interests may not align with longer-term interests of stockholders. Additionally, the Committee believes the Company’s Clawback Policy, which allows the independent directors of the Board to clawback all or a portion or any bonus or incentive compensation paid, or cancel stock-based awards granted to executive officers upon restatement or misstatement of financial results, or as required by law, discourages excessive risk taking by executives.

Say-on-Pay Outcome and Stockholder Outreach Efforts

We value our stockholders' perspectives regarding our corporate governance, sustainability and executive compensation practices, as well as our business strategy and public disclosures. In May 2020, we received approximately 97% stockholder support for our Say-on-Pay proposal.

We conducted a formal stockholder outreach program in preparation for our May 2019 Say-on-Pay proposal. During all stockholder outreach meetings, the Company sought input on its executive compensation program, as well as emerging topics of expressed stockholder interest, such as environmental, social and governance issues (“ESG”). We received many supportive and positive comments on the Company’s direction (both from a business growth and governance perspective).

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While stockholders had varying perspectives, a few common themes emerged. The following chart summarizes what we heard and our responses:

What We Heard	Our Response
Stockholders are focused on gender diversity in the boardroom.	The Nominating and Corporate Governance Committee has a formal Diversity Policy, and 25% of our independent directors are women.
Stockholders encouraged us to enhance our ESG disclosure practices.	Our efforts on ESG are described in the Corporate Social Responsibility section of this Proxy Statement. The Board has approved a number of amended policies including the Anti-Corruption Policy, the Environmental and Energy Policy and Practices and Insider Trading Policy. Each of these policies is posted on our website: http://investor.ridefox.com/corporate-governance.
Stockholders asked about our human capital management approach, as well as succession planning.	The Board concluded a rigorous management succession planning process that is described in the Board’s letter as well as in the Executive Summary section of this Proxy Statement. The Company also built a robust Human Resources program to build growth opportunities for its employees and engages in succession planning for roles that are below the executive level, a process which the Board also discusses with Human Resources executives.
Stockholders prefer performance-based incentive plans without introducing complexity to the plan design.	The Compensation Committee uses adjusted EBITDA as a key performance metric in the incentive plans, as adjusted EBITDA is primarily used to evaluate the performance of the Company and management’s execution of strategy. The Committee also took into consideration that adjusted EBITDA is a useful proxy for cash flow, an important measure to prioritize for stockholder value creation.
Stockholders asked why we do not use a measure that includes the impact of capital allocation.	While the Company's adjusted EBITDA measure does not specifically contain a formal efficiency-of-capital element, adjusted EBITDA is derived from our formal annual operating plan which includes a rigorous method for approving capital investments. We believe that our focus on adjusted EBITDA as the primary incentive plan metric is helping us to drive our strong return on invested capital (ROIC) performance. FOX's 3-year GAAP ROIC was 18% as of year-end 2020.
Stockholders asked whether we will continue to rely on front-loaded equity awards for the long-term incentive plan.	The Company has been public for approximately seven years, and was previously owned by a private equity sponsor who utilized front-loaded grants for retention purposes in connection with the IPO. Though front-loaded equity awards are typical for private equity sponsored companies, the Compensation Committee evaluated stockholders' feedback and discontinued the practice of issuing front-loaded awards.
Stockholders asked about our cybersecurity risk oversight.	The Board oversees and regularly reviews the Company’s management of material risks, including cybersecurity, which are regularly identified, managed, and reported to senior management and the Board. The Company has integrated IT security into corporate risk metrics and implemented General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA) compliance regimes.
Stockholders asked about certain governance improvements that they can expect (e.g., declassification of the Board, majority voting).	While our governance profile on stockholder rights is within industry practice for a company that became publicly listed approximately seven years ago, the Board routinely discusses the evolution of certain governance structures as the Company further matures. The Board takes a proactive approach on diversity, human capital management, culture and ESG, and in its discussions regarding the Company’s governance evolution the Board affords the stockholder feedback weight.

We regularly conduct ongoing reviews of both our governance and executive compensation practices to ensure that we maintain best practices and enhanced disclosure in our Proxy Statement and other SEC filings. We also worked to expand and enhance our public disclosure around the topics of interest to our stockholders during these discussions.

Tax Deductibility of Executive Compensation

Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law, Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") ("Section 162(m)"), generally disallowed a tax deduction to publicly held companies for compensation paid to certain executive officers in excess of $1 million per officer in any year that did not qualify as performance-based. In connection with fiscal year 2017 compensation decisions, the Committee considered the potential tax deductibility of executive compensation under Section 162(m) under pre-TCJA guidance and sought to qualify certain elements of these applicable executives’ compensation as performance-based while also delivering competitive levels and forms of compensation.

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Under the TCJA, the performance-based exception has been repealed and the $1 million deduction limit now applies to anyone serving as the chief executive officer or the chief financial officer at any time during the taxable year and the top three other highest compensated executive officers serving at fiscal year-end. The TCJA includes a transition relief rule pursuant to which the changes to Section 162(m) under the TCJA, including the elimination of the exception for qualified “performance-based” compensation, will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017, and is not materially modified after that date. To the extent applicable to our existing contracts and awards, we expect to take advantage of this transition relief rule whenever possible. Because of uncertainties as to the application and interpretation of the transition relief rule, however, no assurances can be given at this time that our existing contracts and awards, even if in place on November 2, 2017, and not modified following such date, will meet the requirements of the transition relief rule.

Elements of Our Compensation Program

Our executive compensation program is designed to achieve our goals and objectives through rewarding our executives appropriately for their contributions to corporate growth, seeking to retain our executives and encouraging our executives’ active engagement in their roles. Our executive compensation program consists of the following elements:

Base salary

Performance-based bonus

(based, in whole or in part, on financial performance of the Company)

Awards of RSUs
(subject to the discretion of the Compensation Committee)

Minimal benefits and perquisites

We do not offer pension or other retirement plans for executives, other than a 401(k) plan that is offered to our employees generally.

Base Salaries. We provide our Named Executive Officers with a base salary to compensate them for services rendered during the fiscal year and sustained performance. The purpose of the base salary is to reflect job responsibilities, value to us and competitiveness of the market. Salaries for our Named Executive Officers are determined by the Compensation Committee based on the following factors: nature and responsibility of the position and, to the extent available, salary norms for comparable positions, the expertise of the individual executive, the competitiveness of the market for the executive’s services, and, for all Named Executive Officers other than the Chief Executive Officer, the recommendations of our Chief Executive Officer.The Committee believes that the base salary of each of the Named Executive Officers is, particularly in light of each of their total compensation packages, competitive with the market.

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The following table summarizes base salaries for our Named Executive Officers approved by the Committee for fiscal year 2020, as well as the base salary percentage increase over fiscal year 2019 base salaries:

Name of Executive Officer		Title	2020		2020
			Base Salary		Base Salary Increase (%)
Michael C. Dennison		Chief Executive Officer	$	662,000	—	%
Scott R. Humphrey	(1)	Chief Financial Officer and Treasurer	390,000		N/A
John E. Blocher	(1)	Former Interim Chief Financial Officer and Former Interim Treasurer	260,000		—	%
Richard T. Winters		President, Powered Vehicles Group	365,000		4.3	%
Christopher J. Tutton		President, Specialty Sports Group	337,000		3.7	%
Larry L. Enterline		Executive Chair of the Board	400,000		—	%

(1) In August 2020, Mr. Humphrey was promoted to the role of Chief Financial Officer and Treasurer and Mr. Blocher transitioned to the role of Senior Vice President of Finance.

    During fiscal year 2020, Messrs Winters and Tutton received a 4.3% and 3.7% merit increase in base salary, respectively.

Annual Performance-Based Bonuses. In consideration of the unplanned, wide-ranging economic impact to our business due to the COVID-19 pandemic, the Compensation Committee adopted a modified approach to the annual performance-based bonuses for 2020 for our Executive Leadership team. Key elements of the modified approach include:

•focus more heavily on achieving financial goals that drive stockholder value and re-aligning and engaging employees with an opportunity to earn awards for achieving excellent financial results;

•add revenue and ROIC as performance metrics in addition to adjusted EBITDA;

•place more weight on results in the second half of the fiscal year by excluding the results of the Company's fiscal second quarter from the revenue and adjusted EBITDA goals;

•establish a single, company-wide metric to use across all business groups; and

•further promote long-term results and engagement by paying 50% of the bonus in cash and the remaining 50% in the form of restricted stock units (“Bonus RSUs”) that vest in one year.

Executive Bonuses

For fiscal year 2020, based on the modified approach adopted for 2020, Messrs. Dennison, Humphrey, Blocher, Winters, and Tutton were eligible to receive an Annual Performance-Based Bonus based on the Company’s achievement of the following:

2020 METRIC	Weighting		Target			Actual			% of TARGET		Payout %
Revenue, excluding 2nd Fiscal Quarter	50	%	$	649,700		$	707,500		109	%	125	%
Adjusted EBITDA, excluding 2nd Fiscal Quarter	30	%	$	129,300		$	142,600		110	%	125	%
Return on Invested Capital (ROIC)	20	%	11.1		%	12.8		%	115	%	125	%

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The table below provides the Cash Bonus and Bonus RSU amounts earned by each Named Executive Officer in respect of fiscal year 2020 performance:

Name	TOTAL BONUS EARNED (8)		CASH BONUS	BONUS RSUs (1)
Michael C. Dennison	$	1,037,500	518,750	$	518,750	(2)
Scott R. Humphrey	214,286		107,143	107,143		(3)
John E. Blocher	160,000		160,000	—		(4)
Richard T. Winters	326,250		163,125	163,125		(5)
Christopher J. Tutton	307,500		153,750	153,750		(6)
Larry L. Enterline	—		—	—		(7)

(1) For 2020, 50% of the executive's bonus award is payable in cash and 50% of the executive's bonus award is payable in Bonus RSUs.

(2) Mr. Dennison received a Bonus at 125% of Target achievement equal to 125% of his base salary.

(3) Mr. Humphrey received a Bonus at 125% of Target achievement equal to 75% of his base salary. His bonus was prorated based on his date of hire.

(4) Mr.Blocher received a Bonus at 125% of Target achievement equal to 50% of his base salary and a $30,000 Interim Role Bonus for serving in the role beyond March 1, 2020 in accordance with his employment agreement.

(5) Mr. Winters received a Bonus at 125% of Target achievement equal to 75% of his base salary.

(6) Mr. Tutton received a Bonus at 125% of Target achievement equal to 75% of his base salary.

(7) Mr. Enterline does not receive bonus awards as Executive Chair of the Board.

(8) The performance-based bonus was calculated based on fiscal year 2021 base salary.

Equity-Based Awards. The Compensation Committee believes equity awards are another important component of executive compensation and serve to better align the interests of our executives with those of our stockholders. The Company awards restricted stock units, with long vesting periods, which are forfeited upon termination from employment, in order to promote long-termism. In determining whether to grant RSUs to certain NEOs, the Committee reviews its historical practice with respect to granting equity awards to such individuals. At the time of the Company’s initial public offering ("IPO"), at which time the Company was majority owned by a private equity sponsor, the Committee awarded a front-loaded grant of RSUs that vested over four years to Mr. Enterline for retention purposes, in an effort to maintain consistent leadership. Though front-loaded equity awards are typical for private equity-sponsored companies, the Compensation Committee evaluated stockholders' feedback and discontinued the practice of issuing front-loaded awards. The Committee primarily utilizes RSUs as compared to other types of equity awards because of their simplicity for the recipient, their ability to serve as a retention tool and their ability to keep value. The Committee approves equity awards under our 2013 Omnibus Plan.

Time-Based RSU Awards

The Compensation Committee believes time-based RSU awards serve as a retention incentive for the Named Executive Officers. In April 2020, the Committee approved grants of time-based RSU awards to Mr. Dennison (51,185 RSUs), Mr. Blocher (7,247 RSUs), Mr. Winters (11,474 RSUs), and Mr. Tutton (11,474 RSUs). In August 2020, the Committee approved 6,569 grants of time-based RSU awards to Mr. Humphrey. Such awards vest over four years (25% each year), and only vest if the employee remains with the Company at the time of vesting. In determining the amount of these awards, the Committee considered primarily the executive’s position and level of responsibility within our Company, the retention and long-term incentive value of the award, the amounts of past awards that had not yet vested, and the prior granting practices outlined above.

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Performance-Based RSU Awards

In February 2017, the Compensation Committee approved a performance-based RSU award to Mr. Enterline of 166,700 RSUs. Vesting of the award was tied to achievement by the Company of $5,000,000 of adjusted EBITDA, measured for each of the 12-month performance periods ending on December 29, 2017, December 28, 2018, and January 3, 2020. The shares earned under the award vested in three equal annual installments, subject to the achievement of the aforementioned performance goal, certified by the Committee, and Mr. Enterline’s continued employment with the Company, as an incentive for Mr. Enterline to remain with the Company. The Committee considered Section 162(m) under pre-TCJA guidance when making such grant and utilized performance criteria out of a desire to make payouts under the award deductible. The first installment of this award vested in February 2018, following the certification by the Committee of the performance goal, as consolidated adjusted EBITDA for the Company for the performance period was $93.8 million. The second installment of this award vested in February 2019, following the certification by the Committee of the performance goal, as consolidated adjusted EBITDA for the Company for the performance period was $124.6 million. The third and final installment of this award vested in February 2020, following the certification by the Committee of the performance goal of $146.2 million.

    Retirement Plans. The Committee believes that retirement programs are important to the Company as they contribute to the Company’s ability to be competitive with its peers and reward our executive officers based on long-term performance of the Company and, therefore, are an important piece of the overall compensation package for the Named Executive Officers. For all eligible employees, including our Named Executive Officers, the Company provides a 401(k) plan. The 401(k) plan is a U.S. tax qualified retirement savings plan pursuant to which all eligible U.S. employees, including the Named Executive Officers, are able to make pre-tax contributions and after-tax contributions from their cash compensation. The Company makes matching contributions for all participants each year equal to 50% of their pre-tax contributions up to 6% of their total eligible compensation. The Company’s matching contributions for fiscal year 2020 to the accounts of the Named Executive Officers under the tax-qualified and nonqualified plans are included in the “All Other Compensation” column in the Summary Compensation Table.

Health and Welfare Benefits

    Our Named Executive Officers are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, group life and disability insurance plans, in each case on the same basis as other employees.

Perquisites and Personal Benefits

    We reimburse our Named Executive Officers for reasonable travel and lodging expenses incurred in connection with their employment. We also pay certain premiums for term life insurance and accidental death and dismemberment for all of our employees, including all of our Named Executive Officers.

Pension Benefits and Non-Qualified Deferred Compensation

    None of our Named Executive Officers participates in, or has account balances in, tax-qualified or non-qualified defined benefit plans sponsored by us in fiscal year 2020.

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Summary Compensation Table - Fiscal Years 2020, 2019, and 2018

The following table sets forth certain information with respect to the compensation earned by our Named Executive Officers for the fiscal years ended January 1, 2021, January 3, 2020 and December 28, 2018:

Name and Principal Position		Year	Salary			Performance-Based Bonuses (2)			Stock awards (3)		All other compensation			Total
Michael C. Dennison		2020	$	667,539	(1)	$	1,037,500		$	2,119,059	$	24,146	(5)	$	3,848,244
Chief Executive Officer		2019	574,769			672,910			1,158,504		26,744			2,432,927
		2018	175,833			188,014			1,114,016		840			1,478,703
Scott R. Humphrey	(11)	2020	210,000			214,286		(4)	626,091		21,199		(6)	1,071,576
Chief Financial Officer and Treasurer		2019	—			—			—		—			—
		2018	—			—			—		—			—
John E. Blocher	(11)	2020	260,000			160,000			300,026		27,368		(7)	747,394
Former Interim Chief Financial Officer and Former Interim Treasurer		2019	245,808			142,058			300,028		23,314			711,208
		2018	—			—			—		—			—
Richard T. Winters		2020	357,212		(1)	326,250			475,024		23,915		(8)	1,182,401
President, Powered Vehicles Group		2019	328,462		(1)	227,500			475,006		38,086			1,069,054
		2018	—			—			—		—			—
Christopher J. Tutton		2020	336,231		(1)	307,500			475,024		13,518		(9)	1,132,273
President, Specialty Sports Group		2019	325,000		(1)	204,750			475,006		9,571			1,014,327
		2018	287,611			219,000			635,075		9,924			1,151,610
Larry L. Enterline		2020	380,769			—			—		18,511		(10)	399,280
Executive Chair of the Board		2019	588,462			467,466			—		16,097			1,072,025
		2018	750,000			1,125,000			—		58,904			1,933,904

(1)Reflects merit-based increases for fiscal years 2020, 2019 and 2018 approved by the Compensation Committee, offset by temporary executive pay reductions in effect from April 25, 2020 through July 3, 2020.

(2)Amounts in this column represent performance-based bonuses earned for fiscal years 2020, 2019 and 2018 by the respective Named Executive Officer. Performance-based bonuses were awarded to our Named Executive Officers based on the achievement of specified Company performance metrics. See the narrative disclosures and the "Grants of Plan-Based Awards Table" below for additional information.

(3)Amounts in this column represent the aggregate grant date fair value of restricted stock units issued computed in accordance with FASB ASC Topic 718 pursuant to the 2013 Omnibus Plan.

(4)Mr. Humphrey's bonus shown is prorated based on the date of his hire.

(5)Consists of $12,566 medical and dental plan premiums and $11,580 in other benefits.

(6)Consists of $17,171 medical and dental plan premiums and $4,028 in other benefits.

(7)Consists of $17,104 medical and dental plan premiums and $10,264 in other benefits.

(8)Consists of 12,478 medical and dental plan premiums, and $11,437 in other benefits.

(9)Consists of $7,290 paid for medical and dental plan premiums and $6,228 in other benefits.

(10)Consists of $7,362 paid for medical and dental plan premiums, and $11,149 in other benefits.

(11)In August 2020, Mr. Humphrey was promoted to Chief Financial Officer and Treasurer and Mr. Blocher transitioned to the role of Senior Vice President of Finance.

See “Compensation Discussion and Analysis - Elements of Our Compensation Program,” and “Change of Control, Separation or Severance Benefits- Employment Agreements” for additional information with respect to the numbers included in the foregoing Summary Compensation Table.

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Grants of Plan-Based Awards Table - Fiscal Year 2020

The following table presents information concerning plan-based awards made in fiscal year 2020 to each of our Named Executive Officers:

Name	Grant Date	Estimated future payouts under performance-based plan awards (1)		Estimated future payouts under equity incentive plan awards (2) Target (# of shares)	Grant date fair value of stock and option awards (3)
Michael C. Dennison
Time-Based RSUs	4/22/2020	$	—	51,185	$	2,119,059
Short-Term Incentive Compensation		1,037,500		—	—
Scott R. Humphrey
Time-Based RSUs	8/3/2020	—		6,569	626,091
Short-Term Incentive Compensation		214,286		—	—
John E. Blocher
Time-Based RSUs	4/22/2020	—		7,247	300,026
Short-Term Incentive Compensation		160,000		—	—
Richard T. Winters
Time-Based RSUs	4/22/2020	—		11,474	475,024
Short-Term Incentive Compensation		326,250		—	—
Christopher J. Tutton
Time-Based RSUs	4/22/2020	—		11,474	475,024
Short-Term Incentive Compensation		307,500		—	—
Larry L. Enterline
Time-Based RSUs		—		—	—
Short-Term Incentive Compensation		—		—	—

(1)See page 38 of this Proxy Statement, under “Compensation Discussion and Analysis - Elements of Our Compensation Program - Annual Performance-Based Bonuses” for a description of the potential performance-based bonuses our Named Executive Officers were eligible to receive in fiscal year 2020.

(2)See page 39 of this Proxy Statement, under “Compensation Discussion and Analysis - Elements of Our Compensation Program- Equity-Based Awards” for a description of the RSU awards made to our Named Executive Officers in fiscal year 2020. The RSU awards do not have "threshold" or "maximum" amounts.

(3)Reflects the grant date fair value of the RSU awards computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures. The grant date fair value per unit for RSUs is equal to the closing price of the Company's common stock on the date of grant. The grant date fair value for performance-based RSUs was calculated based on the probable outcome of applicable performance conditions, which assume that the target level of performance is achieved.

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Outstanding Equity Awards at Fiscal Year-End Table - Fiscal Year 2020

The following table presents certain information concerning outstanding equity awards held by each of our Named Executive Officers as of January 1, 2021:

	Option awards						Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) un - exercisable	Option  exercise price		Option expiration date	Number of RSUs that have not vested (#)	Market value RSUs that have not vested ($) (3)		Equity incentive plan awards: number of unearned RSUs that have not vested (#) (4)	Equity incentive plan awards: market or payout value of unearned RSUs that have not vested ($) (4)
Michael C. Dennison	—		—	$	—	—	70,827	$	7,487,122	—	$	—
Scott R. Humphrey	—		—	—		—	6,569	694,409		—	—
John E. Blocher	—		—	—		—	15,347	1,622,331		—	—
Richard T. Winters	—		—	—		—	19,737	2,086,398		—	—
Christopher J. Tutton	—		—	—		—	25,734	2,720,341		—	—
Larry L. Enterline	110,191	(1),(2)	—	5.16		6/15/2022	—	—		—	—

(1)Options were granted to Vulcan Holdings, Inc.

(2)The option was granted pursuant to the 2008 Plan and vested in a single installment on June 15, 2013.

(3)Based on a fair market value of our common stock on January 1, 2021, the last trading day of fiscal year 2020, of $105.71 per share.

(4)See page 39 of this Proxy Statement, under “Compensation Discussion and Analysis - Elements of Our Compensation Program - Equity-Based Awards” for a description of the performance-based RSU award made to Mr. Enterline in fiscal year 2017. All other equity-based awards of the Named Executive Officers vest over time and are not tied to the achievement of any performance criteria.

Option Exercises and Stock Vested Table - Fiscal Year 2020

The following table presents certain information concerning the exercise of stock options and vesting of stock, including restricted stock units, during fiscal year 2020 for each of our Named Executive Officers on an aggregated basis:

Name	Option awards		Stock awards
	Number of shares acquired on exercise (#)	Value realized on exercise ($)	Number of shares acquired on vesting (#) (1)		Value realized on vesting ($)
Michael C. Dennison	—	—	7,905	(2)	675,026
Scott R. Humphrey	—	—	—		—
John E. Blocher	—	—	7,866	(3)	586,794
Richard T. Winters	—	—	3,346	(4)	277,362
Christopher J. Tutton	—	—	6,344	(5)	366,797
Larry L. Enterline	180,000	17,273,996	55,567	(6)	3,659,087

(1)Does not give effect to the shares withheld to satisfy tax obligations

(2)Reflects the vesting of time-based RSUs on July 1, 2020 and July 31, 2020.

(3)Reflects the vesting of time-based RSUs on May 2, 2020, July 1, 2020, and July 31, 2020.

(4)Reflects the vesting of time-based RSUs on July 1, 2020 and October 29, 2020.

(5)Reflects the vesting of time-based RSUs on May 2, 2020 and July 1, 2020.

(6)Reflects the vesting of performance-based RSUs on February 27, 2020, for which the performance criteria had been certified.

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Equity Compensation Plan Information

The following table presents certain information concerning equity awards under our compensation plans as of January 1, 2021:

Plan Category	Number of securities to be issued upon exercise of outstanding options, RSUs, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)
	(a)	(b)			(c)
Equity compensation plans approved by security holders (1)	644,711	$	5.37	(2)	1,422,351

(1)Options to be issued under the 2008 Stock Option Plan, the 2008 Non-Statutory Stock Option Plan and the 2013 Omnibus Plan.

(2)The weighted-average price does not take RSUs into account.

Equity-based Incentive Plans

2008 Stock Option Plan

Our Board adopted our 2008 Stock Option Plan, or the 2008 Plan, on January 4, 2008, and our stockholders approved the 2008 Plan in January 2008. The 2008 Plan was terminated upon the effective date of the 2013 Omnibus Plan. Our Compensation Committee currently administers the 2008 Plan. Prior to the establishment of our Compensation Committee in July 2013, the 2008 Plan was administered by our Board based on recommendations of the Compensation Committee of our subsidiary.

Stock subject to the 2008 Plan. As of January 1, 2021, 5,320,398 shares of our common stock were issued under the 2008 Plan and options to purchase an additional 174,083 shares of our common stock were outstanding under the 2008 Plan.

Stock options. The exercise price of all stock options granted under the 2008 Plan must equal at least 100% of the fair market value of our common stock on the date of grant (except for greater than 10% owners, as provided below). Incentive stock options granted under the 2008 Plan must be exercised within 10 years from the date of grant, and the period for exercising any non-statutory stock options is set by our Compensation Committee; provided, however, that an incentive stock option held by a participant who owns more than 10% of the total combined voting power of all classes of our stock or of the stock of our parents or subsidiaries, may not have a term in excess of five years and must have an exercise price of at least 110% of the fair market value of our common stock on the grant date. The option price is payable only in cash, except if our Company undergoes a change of control, in which case the option price may be satisfied through shares obtained through exercise of the option in connection with the change of control. Subject to the provisions of the 2008 Plan, our Compensation Committee determines the remaining terms of the options (e.g., vesting and the period following a participant’s termination of service during which the participant may exercise his or her option, provided that in no event may an option be exercised later than the expiration of its term).

Plan termination. Upon the completion of our IPO, the 2008 Plan was terminated and no shares of our common stock remain available for future issuance under the 2008 Plan. However, the 2008 Plan continues to govern the terms and conditions of awards originally granted under the 2008 Plan. Shares that were subject to outstanding options under the 2008 Plan on August 13, 2013 that are subsequently forfeited or terminated for any reason before being exercised have again become available for awards under the 2013 Omnibus Plan.

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2008 Non-Statutory Stock Option Plan

Our Board adopted our 2008 Non-Statutory Stock Option Plan, or the 2008 Non-Statutory Plan, on May 6, 2008. The 2008 Non-Statutory Plan was terminated upon the effective date of the 2013 Omnibus Plan, August 13, 2013. Our Compensation Committee currently administers the 2008 Non-Statutory Plan. Prior to the establishment of our Compensation Committee in July 2013, the 2008 Non-Statutory Plan was administered by our Board based on recommendations of the Compensation Committee of our subsidiary.

Stock subject to the 2008 Non-Statutory Plan. As of January 1, 2021, 643,516 shares of our common stock had been issued under the 2008 Non-Statutory Plan and options to purchase an additional 51,095 shares of our common stock were outstanding under the 2008 Non-Statutory Plan.

Stock options. The period for exercising any options granted under the 2008 Non-Statutory Plan is set by our Compensation Committee. The option price is payable only in cash, except if our Company undergoes a change of control, in which case the option price may be satisfied through shares obtained through exercise of the option in connection with the change of control. Subject to the provisions of the 2008 Non-Statutory Plan, our Compensation Committee determines the remaining terms of the options (e.g., vesting and the period following a participant’s termination of service during which the participant may exercise his or her option, provided that in no event may an option be exercised later than the expiration of its term).

Plan termination. The 2008 Non-Statutory Plan was terminated at the consummation of our IPO and no shares of our common stock remain available for future issuance under the 2008 Non-Statutory Plan. However, the 2008 Non-Statutory Plan continues to govern the terms and conditions of awards originally granted under the 2008 Non-Statutory Plan. Shares subject to outstanding options under the 2008 Non-Statutory Plan on August 13, 2013 that are subsequently forfeited or terminated for any reason before being exercised have again become available for awards under the 2013 Omnibus Plan.

2013 Omnibus Plan

Share reserve. We have reserved 1,841,884 shares of our common stock for issuance under the 2013 Omnibus Plan, plus an additional number of shares equal to any shares that are subject to outstanding awards under the 2008 Plan and the 2008 Non-Statutory Plan and which either cease for any reason to be subject to such awards or are forfeited, canceled or repurchased at their original issue price. In addition, the following shares of our common stock are available for grant or issuance under the 2013 Omnibus Plan:

•shares subject to awards granted under the 2013 Omnibus Plan that are subsequently forfeited or canceled;

•shares subject to awards granted under the 2013 Omnibus Plan that otherwise terminate without shares being issued; and

•shares surrendered, canceled or exchanged for cash (but not shares surrendered to pay the exercise price or withholding taxes associated with the award).

Term.No awards under the 2013 Omnibus Plan will be made more than 10 years from the date our Board approved the plan.

Eligibility.Only our and our affiliates’ employees, consultants and board members are eligible to receive awards under the 2013 Omnibus Plan, although awards may be made, with the Board's approval, to employees and consultants to whom an offer of employment has been or is being extended. Our Compensation Committee determines who will receive awards, and all of their terms and conditions.

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The following table sets forth certain information regarding grants of equity awards made under the 2013 Omnibus Plan during fiscal year 2020 for each of the following: (1) each of the Named Executive Officers; (2) all current executive officers of the Company as a group; (3) all current directors who are not executive officers as a group; and (4) all employees, including all current officers who are not executive officers, as a group.

2013 Omnibus Plan
Name and Position	Dollar Value of Stock Options		Dollar Value of Restricted Stock Units		Total Number of Shares Underlying Restricted Stock Units	Dollar Value of Restricted Stock		Total Number of Shares of Restricted Stock
Michael C. Dennison, Chief Executive Officer	$	—	$	2,119,059	51,185	$	—	—
Scott R. Humphrey, Chief Financial Officer and Treasurer	—		626,091		6,569	—		—
John E. Blocher, Former Interim Chief Financial Officer and Former Interim Treasurer			300,026		7,247
Richard T. Winters, President, Powered Vehicles Group			475,024		11,474
Christopher J. Tutton, President, Specialty Sports Group	—		475,024		11,474	—		—
Larry L. Enterline, Executive Chair of the Board	—		—		—	—		—
Executive Group	—		3,995,223		87,949	—		—
Non-Executive Director Group	—		590,075		10,887	—		—
Non-Executive Officer Employee Group	—		6,134,314		131,274	—		—

Administration. Our Compensation Committee, all of the members of which are non-employee directors under applicable federal securities laws and outside directors as defined under applicable federal tax laws, administers the 2013 Omnibus Plan. Our Compensation Committee has the authority to construe and interpret the 2013 Omnibus Plan, grant awards and make all other determinations necessary or advisable for the administration of the plan. Awards under the 2013 Omnibus Plan may be made subject to performance goals based upon performance criteria and other terms.

Amendment. The Board may amend, alter, suspend, discontinue, or terminate the 2013 Omnibus Plan or any portion thereof at any time; provided that if an amendment to the 2013 Omnibus Plan that (i) would materially increase the benefits accruing to participants under the 2013 Omnibus Plan; (ii) would materially increase the number of securities which may be issued under the 2013 Omnibus Plan; (iii) would materially modify the requirements for participation in the 2013 Omnibus Plan; or (iv) must otherwise be approved by the stockholders of the Company in order to comply with applicable law or the rules of the Nasdaq Stock Market; such amendment will be subject to stockholder approval and will not be effective unless and until such approval has been obtained; and provided, further, that any such amendment, alteration, suspension, discontinuance, or termination that would impair the rights of any participant or any holder or beneficiary of any award previously granted shall not be effective without the written consent of the affected participant, holder, or beneficiary.

Award forms and limitations. The 2013 Omnibus Plan authorizes the award of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance-based compensation and other stock-based awards. For stock options that are intended to qualify as incentive stock options, or ISOs, under Section 422 of the Code, the maximum number of shares subject to ISO awards is 3,631,709. The maximum will be 907,927 shares for each of the following award types granted to any one person within any fiscal year of ours: (1) the shares subject to ISOs, (2) the shares subject to stock options and stock appreciation rights, (3) the shares subject to performance-based compensation awards, (4) restricted stock, restricted stock units and unrestricted stock, and (5) all other stock-based awards.

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Stock options. The 2013 Omnibus Plan provides for the grant of ISOs only to our employees. All options other than ISOs may be granted to our employees, directors, consultants, independent contractors and advisors. The exercise price of each stock option must be at least equal to the fair market value of our common stock on the date of grant. The exercise price of ISOs granted to 10% or more stockholders must be at least equal to 110% of that value. Our Compensation Committee may provide for options to be exercised only as they vest or to be immediately exercisable with any shares issued on exercise being subject to our right of repurchase that lapses as the shares vest. In general, options will vest over a four-year period. The maximum term of options granted under the 2013 Omnibus Plan is 10 years (five years in the case of ISOs granted to 10% or more stockholders).

Stock appreciation rights. Stock appreciation rights provide for a payment, or payments, in cash, shares of our common stock or a combination of both, to the holder based upon the difference between the fair market value of our common stock on the date of exercise and the stated exercise price that must be at least equal to the fair market value of our common stock on the date of grant. Stock appreciation rights may vest based on time or achievement of performance conditions.

Restricted stock. A restricted stock award is an offer by us to issue or to sell shares of our common stock subject to restrictions. The price (if any) of a restricted stock award is determined by our Compensation Committee. Unless otherwise determined by our Compensation Committee at the time of award, vesting will cease on the date the participant no longer provides services to us and unvested shares will be forfeited to or repurchased by us.

Restricted stock units. A restricted stock unit is an award that covers a number of shares of our common stock that may be settled upon vesting in cash, by the issuance of the underlying shares or a combination of both. These awards are subject to forfeiture prior to settlement because of termination of employment or failure to achieve certain performance conditions.

Unrestricted stock.An unrestricted stock award is an award of shares of our common stock that is issued without forfeiture restrictions.

Other stock-based awards.Stock-based awards, such as dividend equivalent rights and other awards denominated or payable in shares of our common stock may be granted as additional compensation for services or performance.

Performance-based compensation. An award (other than Options and Stock Appreciation Rights) of performance-based compensation that is earned upon achievement of pre-established performance goals and settled (paid) in the form of cash or by issuance of shares. These awards are subject to forfeiture prior to settlement because of termination of employment or failure to achieve the performance goals.

Performance-based compensation criteria. The Compensation Committee may grant eligible plan participants shares of our common stock or cash in accordance with the achievement of performance goals during a performance period. The Compensation Committee establishes performance goals in writing for the performance period, at least one year in duration, based upon performance criteria that may include one or more of the following criteria (either individually, alternatively or in any combination):

return on net assets	cash flows	return on assets	return on capital
revenue	average revenue	stockholder returns	profit margin
earnings per share	net earnings	operating earnings	free cash flow
growth of business	enterprise value		cost targets
share price	sales or market share
earnings before interest, taxes, depreciation and amortization	equity market capitalization

The Compensation Committee is authorized at any time, in its sole discretion, to adjust or modify the calculation of a performance goal for such performance period in order to prevent the dilution or enlargement of the rights of the eligible participants, (1) in the event of, or in anticipation of, any unusual or extraordinary corporate item, transaction, event, or development affecting the Company; or (2) in recognition of, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions. Achievement of performance goals may be measured by including or excluding items determined to be

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extraordinary, unusual in nature, infrequent in occurrence, related to the acquisition or disposition of a business, or related to a change in accounting principle, in each case based on Opinion No. 30 of the Accounting Principles Board, or other applicable accounting rules, or consistent with the Company's policies and practices for measuring the achievement of performance goals on the date on which the Compensation Committee establishes the performance goals.

Additional provisions. Awards granted under the 2013 Omnibus Plan may not be transferred in any manner other than by will or by the laws of descent and distribution, or as determined by our Compensation Committee. Unless otherwise restricted by our Compensation Committee, awards that are non-ISOs or stock appreciation rights may be exercised during the lifetime of the optionee only by the optionee, the optionee’s guardian or legal representative, or a family member of the optionee who has acquired the non-ISOs or stock appreciation rights by a permitted transfer. Awards that are ISOs may be exercised during the lifetime of the optionee only by the optionee or the optionee’s guardian or legal representative.

If we experience a change of control transaction, and unless an award provides otherwise, outstanding awards, including any vesting provisions, may be assumed or substituted by the successor company, and outstanding awards that are not assumed or substituted will become fully vested and non-forfeitable, exercisable in the case of options and stock appreciation rights, and satisfied at target levels in the case of performance-based awards. Unless an award provides otherwise, if an award is assumed or substituted by the successor company in connection with a change of control transaction and the holder’s employment or service to us is terminated without cause or the holder terminates his or her employment or service to us for good reason, in each case within 24 months of such change of control transaction, all assumed or substituted awards held by such holder will become fully vested and non-forfeitable. All awards will be equitably adjusted in the case of stock splits, recapitalizations and similar transactions.

New plan benefits. We cannot currently determine the number of shares subject to awards that maybe granted in the future to executive officers, directors and employees under the 2013 Omnibus Plan because the Compensation Committee, in its discretion, determines awards under the 2013 Omnibus Plan. Information regarding individual awards to each of our Named Executive Officers during fiscal year 2020 is set forth under "Elements of Our Compensation Program - Equity-Based Awards" above. Additional information regarding our outstanding awards and available shares as of January 1, 2021 is set forth under "Equity Compensation Plan Information" above.

Change of Control, Separation or Severance Benefits

Equity Awards

The 2013 Omnibus Plan contains provisions that provide for the vesting of options and stock appreciation rights awarded thereunder, as well as the lapse of restrictions on and vesting of all incentive awards issued thereunder upon a “Change of Control.” A “Change of Control” is defined in the 2013 Omnibus Plan to mean the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act); or (ii) any person or group, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the total voting power of the voting stock of the Company, including by way of merger, consolidation, or otherwise; provided that a “Change of Control” shall not occur due to beneficial ownership by Compass Group Diversified Holdings LLC (“Compass”) unless both its ownership has previously fallen below fifty percent (50%) of the Company and more than three consecutive years have passed without any Person employed by, or serving as a partner or manager of, Compass, or Compass Group Management LLC, having served as a Board member.

Except as otherwise provided in an award agreement or by the Committee in a written resolution at the date of grant, to the extent outstanding awards granted under the 2013 Omnibus Plan are not assumed, converted, or replaced by the resulting entity in the event of a Change of Control, all outstanding options and stock appreciation rights shall become fully exercisable, all restrictions with respect to outstanding awards shall lapse and such awards shall become vested and non-forfeitable, and any specified performance goals with

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respect to outstanding awards shall be deemed to be satisfied at target, provided that payment of restricted and performance awards or performance compensation awards shall be made in accordance with the provisions of the 2013 Omnibus Plan.

Except as otherwise provided in an award agreement or by the Compensation Committee in a written resolution at the date of grant or thereafter, to the extent outstanding awards granted under the 2013 Omnibus Plan are assumed, converted, or replaced by the resulting entity in the event of a Change of Control, (i) any outstanding awards that are subject to performance goals shall be converted by the resulting entity as if target performance had been achieved as of the date of the Change of Control; (ii) each performance award or performance compensation award with service requirements shall continue to vest with respect to such requirements during the remaining period set forth in the award agreement; and (iii) all other awards shall continue to vest (and/or the restrictions thereon shall continue to lapse) during the remaining periods set forth in the award agreement.

Except as otherwise provided in an award agreement or by the Committee in a written resolution at the date of grant or thereafter, to the extent outstanding Awards granted under the 2013 Omnibus Plan are either assumed, converted, or replaced by the resulting entity in the event of a Change of Control, if a participant’s employment or service is terminated without Cause by the Company or an affiliate or a participant terminates his or her employment or service with the Company or an affiliate for “Good Reason” (if applicable), in either case, during the 24-month period following a Change of Control, all outstanding options and stock appreciation rights held by the participant shall become fully exercisable and all restrictions with respect to outstanding awards shall lapse and become vested and non-forfeitable.

Notwithstanding anything in the 2013 Omnibus Plan or any award agreement to the contrary, to the extent any provision of the 2013 Omnibus Plan or an award agreement would cause a payment of nonqualified deferred compensation that is subject to Section 409A of the Code (“Section 409A”) to be made upon the occurrence of (i) a Change of Control, then such payment shall not be made unless such Change of Control also constitutes a “change in ownership,” “change in effective control,” or “change in ownership of a substantial portion of the Company’s assets” within the meaning of Section 409A or (ii) a termination of employment or service, then such payment shall not be made unless such termination of employment or service also constitutes a “separation from service” within the meaning of Section 409A. Any payment that does not comply with the preceding sentence shall be made in accordance with the payment schedule that would have applied in the absence of a Change of Control or termination of employment or service, but disregarding any performance requirements and substituting the passage of time for any future service requirements and any performance periods. If a Change of Control constitutes a “change of control” within the meaning of Section 409A, any required payment shall be made in a lump sum within 10 business days of the Change of Control unless the Award Agreement specifies otherwise. If a termination following a Change of Control qualifies as a “separation from service” within the meaning of Section 409A, distribution will be made in a lump sum within 60 days of the separation from service date unless the Award Agreement specifies otherwise.

Employment Agreements

Each of our Named Executive Officers is party to an employment agreement, which provides, as applicable, certain change of control, separation or severance benefits. In July 2013, we entered into a new employment agreement with Mr. Enterline in connection with the closing of our IPO, which was amended in June 2019, upon his resignation. Under the amended agreement, Mr. Enterline became the Executive Chair of the Board. In May 2018, we entered into a new employment agreement with Mr. Tutton upon his promotion to President, Specialty Sports Group. In August 2018, we entered into an employment agreement with Mr. Dennison upon his hiring as President, Powered Vehicles Group and the employment agreement was amended in June 2019 upon his promotion to Chief Executive Officer. Concurrently with Mr. Dennison's promotion, we entered into an employment agreement with Mr. Winters upon his promotion to President, Powered Vehicles Group. In August 2020, we amended the employment agreements for Messrs. Dennison, Winters, and Tutton to remove specific target metrics in order to align and engage the employees in light of the COVID-19 pandemic. In the same month, we entered into an employment agreement with Mr. Humphrey upon his appointment to Chief Financial Officer and Treasurer. In November 2019, we entered into a new employment agreement with Mr. Blocher upon his promotion to Interim Chief Financial Officer and Interim Treasurer, which was amended and restated in December 2020 to reflect his transition to Senior Vice President of Finance. The employment agreements prohibit the Named Executive Officers from soliciting our employees for two years, except for the agreement with Mr. Blocher which includes an 18-month non-solicitation, following the cessation of such NEO's employment.

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In May 2018, the Company entered into an Intracompany Secondment Agreement whereby Mr. Tutton, an employee of Fox Factory, Inc., serves as a secondee at the Company's subsidiary RFE Holding (Canada) Corp. The initial secondment period of one year shall automatically renew for subsequent periods of one year up to a maximum of five years, until terminated by either party.

Termination by Mutual Agreement, Death, Disability, for Cause or Voluntarily

In the event a Named Executive Officer’s employment is terminated by mutual agreement of the parties, by the Company if the executive dies or becomes disabled, by the Company for “Cause,” or by the executive officer voluntarily, at any time (provided he provides not less than 90 days written notice), such executive officer is entitled to receive the following payments and compensation: (1) accrued and unpaid annual Base Salary for services rendered prior to the date of termination or resignation; and (2) reimbursement of any un-reimbursed business expenses as of the date of termination or resignation (collectively, “General Separation Payments”). Additionally, in the event a Named Executive Officer’s employment is terminated by the Company because the executive dies or becomes disabled, such executive officer is also entitled to receive a pro rata payment of the executive’s performance bonus (which the executive would have earned under his employment agreement if employed for the entire fiscal year in which termination occurs, payable during the year the applicable audited financial statements become available).

Termination without Cause or for Good Reason

In the event a Named Executive Officer’s employment is terminated by the Company without Cause or if the Named Executive Officer resigns for “Good Reason,” such executive officer is entitled to receive the following payments and compensation: (i) General Separation Payments, (ii) the applicable Severance Payment (only upon the execution of a release); (iii) a pro rata payment of the executive’s performance bonus (which the executive would have earned under his new employment agreement if employed for the entire fiscal year in which termination occurs, payable during the year the applicable audited financial statements become available); and (iv) continued Company sharing in the cost of health care insurance during the period executive receives severance.

The“Severance Payment” amount to be paid with respect to a termination without Cause or for Good Reason shall equal the Named Executive Officer’s annual base salary as of the date of termination; provided, however, in the event of the “Good Reason” trigger being a reduction in Base Salary, then the Severance Payment amount shall equal the executive’s annual base salary prior to such reduction, provided that such severance amount is greater than the executive’s base salary at termination.

For purposes of the employment agreements, termination for “Cause” means with respect to a Named Executive Officer, one or more of the following: (i) willful or grossly negligent violation of any law which causes material injury to the business of our Company (or any subsidiary) or entry of a plea of nolo contendere (or similar plea) to a charge of such an offense; (ii) conduct causing us or any of our subsidiaries significant public disgrace or disrepute; (iii) any act or omission aiding or abetting a competitor, supplier, or customer of ours or any of our subsidiaries to the material disadvantage or detriment of us and our subsidiaries; (iv) the executive’s willful violation of fiduciary duties to our Company or any subsidiary, including the duty of loyalty and the corporate opportunity doctrine; (v) commission of, or the act of fraud, dishonesty, misappropriation or embezzlement, or the executive’s commission of any felony offense; (vi) material breach of the executive’s representations, warranties, or covenants under his new employment agreement or any other agreement between the parties hereto that, if curable and unrelated to a breach of his confidentiality obligations, remains uncured for 15 days following written notice thereof from us to executive; and (vii) refusal to comply with our reasonable orders or directives (including refusal to perform, other than as a result of death or disability, material assigned duties or responsibilities that are consistent with normal business practices and his new employment agreement) or our (or our subsidiaries’) material and reasonable rules, regulations, policies, procedures or practices that are not inconsistent with the terms of his new employment agreement or applicable law, which continues uncured for 15 days following written notice thereof from us to the executive.

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A resignation by a Named Executive Officer will be deemed a resignation for “Good Reason” if the executive provides written notice to the Company of the specific circumstances alleged to constitute Good Reason within 90 days after any one or more of the following events: (i) a reduction in executive’s base salary below the amount as of the date of his employment agreement (other than a substantially similar reduction applicable to all executives); (ii) for Mr. Tutton only, the Company requiring, without the executive’s consent, that the executive relocate the executive’s principal place of business outside a 30-mile radius from the location where the executive is employed as of the effective date of his employment agreement or such other location as consented to by the executive; (iii) material breach by us of his employment agreement; or (iv) without the executive’s consent, a material reduction in the executive’s duties or responsibilities, such that the executive is no longer playing his current role or at least an equivalent position, as applicable. Where curable, the Company will have 30 days to cure such circumstances upon the receipt of notice from the executive.

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Estimated Potential Payments upon Change of Control or Certain Termination Events

The table provides an estimate of the payments and benefits that would be paid to our Named Executive Officers in connection with any termination of employment or upon a Change of Control of the Company. The payments are quantified assuming the termination of employment or Change of Control occurred on January 1, 2021.

Name and Form of Payment	Mutual Agreement, For Cause, Voluntarily		Death or Disability		Without Cause or for Good Reason (not in connection with a Change of Control)		Awards Not Continued or Assumed or Termination Within 24 Months Without Cause or for Good Reason (Change of Control)		No Termination, Awards Continued or Assumed, (Change of Control)
Michael C. Dennison
Cash Compensation (1)	$	25,462	$	25,462	$	687,462	$	687,462	$	—
Performance-based Bonus (2)	—		1,037,500		1,037,500		1,037,500		—
RSUs (3)	—		—		—		7,487,122		—
Benefits and Perquisites	—		—		12,566		12,566		—
Total	$	25,462	$	1,062,962	$	1,737,528	$	9,224,650	$	—
Scott R. Humphrey
Cash Compensation (1)	$	15,000	$	15,000	$	405,000	$	405,000	$	—
Performance-based Bonus (2)	—		214,286		214,286		214,286		—
RSUs (3)	—		—		—		694,409		—
Benefits and Perquisites	—		—		17,171		17,171		—
Total	$	15,000	$	229,286	$	636,457	$	1,330,866	$	—
John E. Blocher
Cash Compensation (1)	$	30,468	$	30,468	N/A		N/A		$	—
Performance-based Bonus (2)	—		160,000		N/A		N/A		—
RSUs (3)	—		—		N/A		N/A		—
Benefits and Perquisites	—		—		N/A		N/A		—
Total	$	30,468	$	190,468	N/A		N/A		$	—
Richard T. Winters
Cash Compensation (1)	$	14,038	$	14,038	$	379,038	$	379,038	$	—
Performance-based Bonus (2)	—		326,250		326,250		326,250		—
RSUs (3)	—		—		—		2,086,398		—
Benefits and Perquisites	—		—		12,478		12,478		—
Total	$	14,038	$	340,288	$	717,766	$	2,804,164	$	—
Christopher J. Tutton
Cash Compensation (1)	$	12,962	$	12,962	$	349,962	$	349,962	$	—
Performance-based Bonus (2)	—		307,500		307,500		307,500		—
RSUs (3)	—		—		—		2,720,341		—
Benefits and Perquisites	—		—		7,290		7,290		—
Total	$	12,962	$	320,462	$	664,752	$	3,385,093	$	—
Larry L. Enterline
Cash Compensation (1)	$	15,385	$	15,385	$	15,385	$	15,385	$	—
Performance-based Bonus (2)	—		—		—		—		—
RSUs (3)	—		—		—		—		—
Benefits and Perquisites	—		—		—		—		—
Total	$	15,385	$	15,385	$	15,385	$	15,385	$	—

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(1)Cash compensation related to Mutual Agreement, For Cause, or Voluntarily and Death or Disability are payable in a lump sum. Cash compensation shown under Without Cause or for Good Reason are payable in 12, 18, or 24 monthly installments.

(2)Cash Bonuses would have been payable in a lump sum and Bonus RSUs would have vested immediately.

(3)Amounts shown for RSUs represent the fair value of unvested awards as of January 1, 2021, assuming termination during the 24 month period following a Change of Control whereby all restrictions with respect to outstanding Awards shall lapse and the Awards shall become vested and non-forfeitable.

CEO Pay Ratio

    The SEC requires companies to disclose the ratio of the annual total compensation of their CEO to the median of the annual total compensation of their other employees.

Methodology and Pay Ratio

    For fiscal year 2020, the median annual total compensation of all employees of FOX (other than our Chief Executive Officer) was $34,706. The annual total compensation of our Chief Executive Officer was $3,848,244, reflecting Mr. Dennison who served as Chief Executive Officer on the date upon which we selected to identify the median employee. Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median annual total compensation of all employees for fiscal year 2020 was approximately 111 to 1.

    The Company identified the "median employee" by using the following methodology and material assumptions, adjustments, and estimates (consistent with all applicable SEC rules):

• The Company selected January 1, 2021, the last day of FOXF's prior fiscal year, as the date upon which we would identify the "median employee."

• As of this date, our employee population consisted of approximately 2,600 individuals, excluding employees on leaves of absence who are not expected to return to work.

• For purposes of determining our median employee, the Company excluded European employees that, in total, resulted in the exclusion of less than 5% of FOX's total number of employees as permitted under SEC rules.

• For purposes of determining our median employee, the Company excluded the employees of SCA Performance, Inc. which was acquired in March 2020.

• The Company used fiscal year-to-date "gross cash earnings" paid through January 1, 2021 as our consistently applied compensation measure. In this context, gross cash earnings includes any salary (including overtime), bonus, and/or commissions. Salaries were annualized for all permanent employees who were hired after the fiscal year began; all foreign currencies were converted to U.S. dollars.

• Once the Company identified the median employee, the Company calculated the elements of the median employee's fiscal year 2020 total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

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COMPENSATION COMMITTEE REPORT

    We have reviewed and discussed with management the Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K to be included in the Company’s 2021 Proxy Statement filed pursuant to Section 14(a) of the Exchange Act. Based on the reviews and discussions referred to above, we recommend to the Board that the Compensation Discussion and Analysis referred to above be included in the Company’s 2021 Proxy Statement.

Members of the Compensation Committee:

Elizabeth A. Fetter, Chair

Dudley W. Mendenhall

Jean Hlay

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference in such filing.

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AUDIT COMMITTEE REPORT

Our Audit Committee is comprised of three independent directors, Mr. Mendenhall, Ms. Hlay, and Mr. Waitman, all of whom are financially literate. In addition, the Board has designated Mr. Mendenhall as the “audit committee financial expert” under the applicable SEC rules. The Audit Committee operates under a written charter, which reflects the requirements regarding audit committees under the Nasdaq Listing Rules and the Sarbanes-Oxley Act of 2002, as amended. A current copy of the Audit Committee Charter is available on the Company’s website at http://investor.ridefox.com/.

The Audit Committee’s primary role is to assist the Board in (1) retaining an independent public accountant; (2) overseeing the independent public accountant; (3) reviewing financial statements and disclosure matters; (4) compliance oversight; and (5) oversight of the Company’s internal audit function.

The Audit Committee has reviewed and discussed our audited financial statements for the year ended January 1, 2021, with management and with Grant Thornton LLP. These audited financial statements are included in our Annual Report on Form 10-K for the year ended January 1, 2021 (the "Annual Report").

The Audit Committee has also discussed with Grant Thornton LLP the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.

The Audit Committee also has received and reviewed the written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the PCAOB regarding Grant Thornton LLP’s communications with the Audit Committee concerning independence, and has discussed with Grant Thornton LLP its independence from us.

Based on the review and discussions described above, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report for filing with the SEC.

Members of the Audit Committee:

Dudley W. Mendenhall, Chair

Jean Hlay

Ted Waitman

The information contained in the report above shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Exchange Act or the Securities Act, except to the extent that we specifically incorporate it by reference in such filing.

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ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION

(PROPOSAL 3)

We are providing stockholders with an opportunity to cast an advisory (non-binding) vote on the compensation of our Named Executive Officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables and the narrative disclosures that accompany the compensation tables (commonly referred to as “Say-on-Pay”) as required by Section 14A of the Exchange Act (15 U.S.C. 78n-1).

Accordingly, you are being asked to approve the following advisory resolution at the Annual Meeting:

“Resolved, that the compensation paid to the Company’s Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative discussion in this Proxy Statement, is hereby approved.”

The advisory approval of the Company’s executive compensation is a non-binding vote on the compensation paid to the Company’s Named Executive Officers, as described pursuant to Item 402 of Regulation S-K, including the “Compensation Discussion and Analysis” section, compensation tables, and the narrative discussions, set forth in this Proxy Statement.

As described in detail under “Executive Compensation - Compensation Discussion and Analysis,” our compensation programs are designed to attract, motivate and retain individuals who share our visions and values and who can consistently perform in such a manner that enables the Company to achieve its strategic goals. The Compensation Committee believes the Company’s executive compensation programs reflect a strong pay-for-performance philosophy and are well aligned with our stockholders’ long-term interests. Stockholders are encouraged to read the “Compensation Discussion and Analysis” section, the accompanying compensation tables, and the related narrative discussion.

We currently hold our advisory vote on executive compensation annually. Thus, we expect to hold our next advisory vote on executive compensation at the 2022 Annual Meeting of Stockholders.

Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to our Named Executive Officers and will not be binding on the Board or the Compensation Committee. However, the Board and the Compensation Committee will consider the outcome of the vote when making future executive compensation decisions.

Required Vote for Stockholder Approval

The affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote on the proposal is required to approve the advisory vote on executive compensation.

Recommendation of the Board

The Board recommends that you vote "FOR" the approval, on an advisory basis, of the resolution approving the compensation of our Named Executive Officers.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of March 9, 2021, the number of shares of our common stock, par value $0.001 per share (the only class of voting securities outstanding), beneficially owned by: (1) certain 5% beneficial owners; (2) each director and nominee for director; (3) each person who is named in the Summary Compensation Table; and (4) all directors and executive officers as a group. The applicable percentage ownership is based on 41,845,411 shares of common stock outstanding as of March 9, 2021. All holders of shares of common stock are entitled to one vote per share on all matters submitted to a vote of holders of shares of common stock.

The number of shares beneficially owned by each entity or individual is determined pursuant to Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3 of the Exchange Act, “beneficial ownership” includes any shares as to which the entity or individual has sole or shared voting power or investment power and also any shares that the entity or individual has the right to acquire within 60 days through the exercise of any stock option or other right. Unless otherwise indicated, each person has sole voting and investment power with respect to the shares set forth in the following table, subject to community property laws where applicable.

		Common Stock Beneficially Owned
Name and Address of Beneficial Owner		Number of Shares	Percentage of Class
5% Beneficial Owners
Kayne Anderson Rudnick Investment Management, LLC	(1)	5,126,159	12.3	%
BlackRock, Inc.	(2)	4,968,455	11.9	%
The Vanguard Group, Inc.	(3)	3,854,669	9.2	%
Neuberger Berman Group LLC	(4)	3,036,995	7.3	%
Directors and Officers (5)
Michael C. Dennison	(6)	17,060	*
Scott R. Humphrey	(7)	—	*
John E. Blocher	(8)	8,959	*
Richard T. Winters	(9)	4,121	*
Christopher J. Tutton	(10)	7,643	*
Larry L. Enterline	(11)	30,191	*
Dudley W. Mendenhall	(12)	9,297	*
Thomas E. Duncan	(13)	3,790	*
Elizabeth A. Fetter	(14)	3,746	*
Jean Hlay	(15)	3,596	*
Sidney Johnson	(16)	372	*
Ted Waitman	(17)	13,004	*
All current executive officers and directors as a group (12 persons)	(18)	101,779	*

* Less than 1%

(1)This information is based on a Schedule 13G/A filed by Kayne Anderson Rudnick Investment Management, LLC on February 12, 2021. Kayne Anderson Rudnick Investment Management, LLC has sole power to vote 1,149,866 shares, and shared power to vote 3,976,293 shares. Kayne Anderson Rudnick Investment Management, LLC has sole power to dispose of 1,149,866 shares and shared power to dispose of 3,976,293 shares. Kayne Anderson Rudnick Investment Management, LLC’s address is 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067.

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(2)This information is based on a Schedule 13G/A filed by BlackRock, Inc. on January 27, 2021. BlackRock, Inc. has sole power to vote 4,854,345 shares and sole power to dispose of 4,968,455 shares. BlackRock, Inc.’s address is 55 East 52nd Street, New York, NY 10055.

(3)This information is based on a Schedule 13G/A filed by The Vanguard Group, Inc. on February 10, 2021. The Vanguard Group, Inc. has shared power to vote 94,980 shares, sole power to dispose of 3,726,813 shares, and shared power to dispose of 127,856 shares. The Vanguard Group, Inc.'s address is 100 Vanguard Blvd., Malvern, PA 19355.

(4)This information is based on a Schedule 13G/A filed by Neuberger Berman Group LLC on February 12, 2021. These entities have shared power to vote 3,009,948 shares and shared power to dispose of 3,036,995 shares. No entity has sole voting power of any of the shares. Neuberger Berman Group LLC's address is 1290 Avenue of the Americas, New York, NY 10104.

(5)The information provided in this table is based on the Company's records and information supplied by the officers and the directors. Except as set forth in the footnotes to this table, the business address of each director and officer listed is c/o Fox Factory Holding Corp., 6634 Highway 53, Braselton, GA 30517.

(6)Consists of 4,264 shares of our common stock held directly by Mr. Dennison and 12,796 unvested RSUs that will vest in 60 days of the record date March 9, 2021. Mr. Dennison is our Chief Executive Officer and serves on our Board.

(7)Mr. Humphrey is our Chief Financial Officer and Treasurer.

(8)Consists of 5,148 shares of our common stock held directly by Mr. Blocher, Former Interim Chief Financial Officer and Former Interim Treasurer, and 3,811 unvested RSUs that will vest in 60 days of the record date March 9, 2021.

(9)Consists of 1,253 shares of our common stock held directly by Mr. Winters and 2,868 unvested RSUs that will vest in 60 days of the record date March 9, 2021. Mr. Winters is our President, Powered Vehicles Group.

(10)Consists of 7,643 unvested RSUs that will vest in 60 days of the record date March 9, 2021. Mr. Tutton is our President of Special Sports Group.

(11)Consists of options to purchase 30,191 shares of our common stock held by Vulcan Holding, Inc. Mr. Enterline is Chief Executive Officer and owns all of the capital stock of Vulcan Holdings, Inc. He is Executive Chair of the Board of our Company.

(12)Consists of 6,898 shares of our common stock held directly by Mr. Mendenhall and 2,399 unvested RSUs that will vest in 60 days of the record date March 9, 2021. Mr. Mendenhall is the Lead Independent Director of our Board.

(13)Consists of 1,668 shares of our common stock held directly by Mr. Duncan and 2,122 unvested RSUs that will vest in 60 days of the record date March 9, 2021. Mr. Duncan serves on our Board.

(14)Consists of 1,624 shares of our common stock held directly by Ms. Fetter and 2,122 unvested RSUs that will vest in 60 days of the record date March 9, 2021. Ms. Fetter serves on our Board.

(15)Consists of 1,474 shares of our common stock held directly by Ms. Hlay and 2,122 unvested RSUs that will vest in 60 days of the record date March 9, 2021. Ms. Hlay serves on our Board.

(16)Consists of 372 unvested RSUs that will vest in 60 days of the record date March 9, 2021. Mr. Johnson serves on our Board.

(17)Consists of 10,882 shares of our common stock held directly by Mr. Waitman and 2,122 unvested RSUs that will vest in 60 days of the record date March 9, 2021. Mr. Waitman serves on our Board.

(18)Consists of shares included under "Named executive officers and directors”. Per the Company’s policy, officers and directors of the Company are required to obtain prior written approval from a compliance officer, Scott R. Humphrey or David Haugen, before holding securities of the Company in a margin account or pledging securities of the Company as collateral for a loan.

There are no material proceedings to which any director, officer or affiliate of FOX, any owner of record or beneficially of more than 5% of our common stock, or any associate of any such director, officer, affiliate of FOX, or security holder is a party adverse to FOX or any of our subsidiaries or has a material interest adverse to FOX or any of our subsidiaries.

There are no arrangements currently known to the Company, the operation of which may at a subsequent date result in a change of control.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers and beneficial owners of 10 percent or more of a registered class of our equity securities to file with the SEC initial reports of beneficial ownership (Form 3) and reports on changes in beneficial ownership (Form 4 or 5). SEC rules adopted pursuant to Section 16(a) require that such persons furnish us with copies of all such forms they file with the SEC.

Based solely upon our review of such forms (and amendments thereto) furnished to us during fiscal year 2020, and upon representations received by us from certain of our directors, and executive officers, we believe that our directors, executive officers and beneficial owners of 10 percent or more of a registered class of our equity securities complied with all Section 16(a) filing requirements on a timely basis during fiscal year 2020.

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SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2022

Stockholder Proposals - Inclusion in Company Proxy Statement

For a stockholder proposal to be considered by us for inclusion in our Proxy Statement and form of proxy relating to the 2022 Annual Meeting of Stockholders, the proposal must be received by November 23, 2021, as prescribed by rules under the Exchange Act.

Other Stockholder Proposals - Business to be Conducted at the Annual Meeting

With respect to stockholder proposals not wishing to be included in the our Proxy Statement and form of proxy, but rather to be brought as business at the Annual Meeting of Stockholders, our Bylaws prescribe certain advance notice procedures independent of the notice requirement and deadline described above. Our Bylaws state that, to be timely, notice and certain related information must be received at our principal executive offices not 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 of Stockholders. However, in the event that the date of the Annual Meeting of Stockholders is more than 30 days before or more than 70 days after the anniversary date, the notice must be delivered not earlier than the close of business on the 120th day prior to such Annual Meeting of Stockholders and not later than the close of business on the later of the 90th day prior to such Annual Meeting of Stockholders or the 10th day following the day on which public announcement of the date of such meeting is first made. Therefore, to be timely under our Bylaws, a proposal for the 2022 Annual Meeting of Stockholders not included by or at the direction of the Board must be received no earlier than January 7, 2022 and no later than February 6, 2022.

Stockholder Director Nominees

See “Nominations of Directors and Diversity- Consideration of Director Nominees.” To be timely stockholders must submit written director candidate nominations for the 2022 Annual Meeting of Stockholders no earlier than January 7, 2022 and no later than February 6, 2022.

ATTENDING THE ANNUAL MEETING VIA WEBCAST

We will host the Annual Meeting live via webcast. You will not be able to attend the Annual Meeting in person. Stockholders may listen to and participate in the Annual Meeting live if they register at www.proxydocs.com/FOXF. The webcast will start at 1:00 p.m. EDT, on May 7, 2021. Stockholders may vote and submit questions while connected to the Annual Meeting on the Internet.

Instructions on how to connect and participate in the Annual Meeting, including how to demonstrate proof of ownership of our common stock, are posted at www.proxydocs.com/FOXF. To attend the Annual Meeting, log in and register at www.proxydocs.com/FOXF. You will need your unique control number that is printed in the box marked by the arrow on your Notice or your proxy card (if you received a printed copy of the proxy materials) to register and attend the Annual Meeting.

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DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS

Proxy Materials are available online at www.proxydocs.com/FOXF. If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s stockholder meeting, you must make this request on or before April 27, 2021. You can order paper materials by visiting www.investorelections.com/FOXF, calling 1-866-648-8133, or writing to us at our principal executive offices located at 6634 Highway 53, Braselton, GA 30517, Attention: Chief Executive Officer. You will need your unique control number on your proxy card. Alternatively, you can send a blank email with your unique control number in the subject line to paper@investoerelections.com.

We and some brokers have adopted “householding,” a procedure under which stockholders who have the same address will receive a single set of Proxy Materials, unless one or more of these stockholders provides notice that they wish to receive individual copies. Stockholders who participate in householding will continue to receive separate proxy cards.

If you participate in householding and wish to receive a separate set of these Proxy Materials, or if you wish to receive separate copies of future notices and Proxy Materials, or if you would like to participate in householding and receive a single set future notices and Proxy Materials in the future, please follow the instruction above to submit your request. If you hold your shares through a broker, bank or other nominee, please contact your broker, bank, or other nominee to request information about householding.

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Annex A - Non-GAAP Measures

    The Company provides certain Non-GAAP financial measures in this Proxy Statement that are not in accordance with, or alternatives for, generally accepted accounting principles in the United States, including, “non-GAAP adjusted net income”, “non-GAAP adjusted earnings per diluted share”, and “adjusted EBITDA”. The Company defines non-GAAP adjusted net income as net income attributable to FOX stockholders adjusted for amortization of purchased intangibles, contingent consideration valuation adjustments, acquisition-related compensation expense, costs of its secondary and shelf offerings, acquisition-related expenses, litigation-related costs, and costs related to tax restructuring initiatives, all net of applicable tax, as well as tax impacts arising from the settlement of audit and the recognition of related tax positions and tax reform legislation impacts. These adjustments are more fully described in the tables included below. Non-GAAP adjusted earnings per diluted share is defined as non-GAAP adjusted net income divided by the weighted average number of diluted shares of common stock outstanding during the period. The Company defines adjusted EBITDA as net income adjusted for interest expense, net other expense, income taxes, amortization of purchased intangibles, depreciation, stock-based compensation, offering expense, contingent consideration valuation adjustments, acquisition-related compensation expense, litigation-related costs, and certain other acquisition-related costs that are more fully described in the tables below.

NET INCOME TO NON-GAAP ADJUSTED NET INCOME RECONCILIATION AND CALCULATION OF NON-GAAP ADJUSTED EARNINGS PER SHARE
	For the twelve months ended
	January 01, 2021		January 03, 2020
Net income attributable to FOX stockholders	$	90,674	$	93,033
Amortization of purchased intangibles	17,583		6,344
Patent litigation-related expenses	1,960		4,401
Other acquisition and integration-related expenses (1)	15,429		2,665
Strategic transformation costs (2)	2,798		1,705
Tax reform implementation costs (3)	—		186
Tax impacts of reconciling items above (4)	(4,619)		(1,987)
Non-GAAP adjusted net income	$	123,825	$	106,347
Non-GAAP adjusted EPS
Basic	$	3.08	$	2.77
Diluted	$	3.03	$	2.72
Weighted average shares used to compute non-GAAP adjusted EPS
Basic	40,229		38,333
Diluted	40,801		39,155

(1) Represents various other acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations and the impact of the finished goods inventory valuation adjustment recorded in connection with the purchase of acquired assets.

(2) Represents costs associated with various strategic initiatives including the expansion of the Powered Vehicles Group’s manufacturing operations.

(3) Represents costs and expenses in connection with the implementation of tax reform legislation and related tax restructuring initiatives.

(4) Tax impact calculated based on the respective year to date effective tax rates, excluding the impact of the settlement of audit and recognition of related tax position, and certain tax reform legislation impacts.

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NET INCOME TO ADJUSTED EBITDA RECONCILIATION
	For the twelve months ended
	January 01, 2021		January 03, 2020
Net income	$	91,746	$	94,470
Provision for income taxes	12,784		14,099
Depreciation and amortization	33,923		17,604
Non-cash stock based compensation	8,618		6,864
Patent litigation-related expenses	1,960		4,401
Other acquisition and integration-related expenses (1)	14,894		2,665
Strategic transformation costs (2)	2,798		1,705
Tax reform implementation costs (3)	—		186
Other expense, net	9,619		4,240
Adjusted EBITDA	$	176,342	$	146,234

NET INCOME TO NON-GAAP OPERATING INCOME AFTER TAXES RECONCILIATION AND CALCULATION OF RETURN ON INVESTED CAPITAL
	For the twelve months ended
	January 01, 2021
Net income	$	91,746
Other expense, net	9,619
Amortization of purchased intangibles	17,583
Patent litigation-related expenses	1,960
Other acquisition and integration-related expenses (1)	15,429
Strategic transformation costs (2)	2,798
Tax impacts of reconciling items above (3)	(5,781)
Non-GAAP Operating Income after taxes	$	133,354
Total indebtedness as of July 2, 2021	$	406,400
Total stockholder's equity as of July 2, 2021	$	633,034
Total debt and stockholder's equity	$	1,039,434
Return on Invested Capital (ROIC)	12.8		%

(1) Represents various other acquisition-related costs and expenses incurred to integrate acquired entities into the Company’s operations and the impact of the finished goods inventory valuation adjustment recorded in connection with the purchase of acquired assets.

(2) Represents costs associated with various strategic initiatives including the expansion of the Powered Vehicles Group’s manufacturing operations.

(3) Represents costs and expenses in connection with the implementation of tax reform legislation and related tax restructuring initiatives.

(4) Tax impact calculated based on the respective year to date effective tax rates, excluding the impact of the settlement of audit and recognition of related tax position, and certain tax reform legislation impacts.

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