FOX FACTORY HOLDING CORP (FOXF)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
FOX FACTORY HOLDING CORP · Meeting: May 8, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class I Directors
Against Analysis
Ms. Fetter has served on the board since June 2017, meaning her tenure fully overlaps the period during which FOXF's stock lost approximately 85% of its value over three years while the company's own disclosed peer group declined only about 14% — a gap of 71 percentage points that far exceeds the 20-point threshold required to trigger a vote against; the 5-year record provides no relief, as the 5-year gap versus peers also exceeds the threshold.
For Analysis
Mr. Grimm joined the board in March 2026, less than 24 months ago, so he is exempt from the stock performance trigger under our policy; he brings relevant automotive manufacturing and operational experience appropriate for a company undertaking a business transformation.
Of the two Class I director nominees, we vote FOR the newly appointed Mr. Grimm (exempt from TSR trigger as a director of less than 24 months) and AGAINST Ms. Fetter, whose nine-year tenure fully overlaps a period of severe stock underperformance — FOXF's shares declined roughly 85% over three years while the company's own peer group fell only about 14%, a gap of 71 percentage points that far exceeds the policy threshold and is not rescued by the five-year record.
Say on Pay
✗ AGAINSTCEO
Michael C. Dennison
Total Comp
$8,234,801
Prior Support
67%%
The company received only 67% shareholder support on last year's Say on Pay vote — below the 70% threshold in our policy — which automatically triggers a No vote unless the company made meaningful, confirmed changes to its compensation structure; while the company engaged in extensive outreach and announced some 2026 program changes (reinstating ROIC and FCF metrics, setting three-year targets upfront), the core 2025 pay program being voted on today was not fundamentally restructured in response to the prior vote, and the 2025 PSU design still used annual one-year goals rather than the full three-year structure shareholders requested. Additionally, the pay-for-performance alignment check fails: the CEO received above-benchmark incentive pay opportunities while FOXF's stock underperformed its own disclosed peer group by more than 71 percentage points over three years, meaning shareholders experienced severe value destruction while executive pay levels remained elevated.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$2,673,936
Non-Audit Fees
$133,605
Non-audit fees (tax fees of $133,605) represent approximately 5% of audit fees ($2,673,936), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under our policy; Grant Thornton is a large national firm appropriate for a company of FOXF's size and complexity.
Overall Assessment
The 2026 FOXF annual meeting presents three standard proposals; we vote AGAINST the long-tenured director nominee Ms. Fetter due to severe three-year stock underperformance relative to peers, FOR the newly appointed Mr. Grimm who is exempt from the TSR trigger, FOR auditor ratification given clean fee ratios, and AGAINST Say on Pay because last year's vote fell below 70% shareholder support and the underlying 2025 pay program was not sufficiently restructured in response, compounded by a stark disconnect between executive pay levels and the roughly 85% stock price decline shareholders have experienced.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing