What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2023-05-04 compared with 2022-11-03 · 51 added, 7 removed, 24 unchanged (71% of the section changed)

OTHER INFORMATION

Modification of the Compensatory Arrangements of Maggie Torres as Interim Chief Financial Officer

As previously announced, the Board of Directors of the Company (the “Board”) appointed Ms.

Maggie Torres as the Company’s Interim Chief Financial Officer and Interim Treasurer, effective April 14, 2023.

On May 2, 2023, the Board announced that, at the recommendation of the Board’s Compensation Committee, Ms.

Torres’ annual salary in exchange for her services as Interim Chief Financial Officer and Interim Treasurer, is modified to a base salary of $375,000 per year, payable in accordance with the Company’s customary payroll practices and effective as of April 14, 2023.

The Company will continue to also pay Ms.

Torres an additional monthly payment equal to $25,000 per month for each month that she serves as the Interim Chief Financial Officer, prorated for any partial month served and subject to a minimum amount of $100,000.

In recognition of her services to the Company, the Compensation Committee has determined that Ms.

Torres will be eligible to participate in our 2023 fiscal year employee bonus plan (the “Annual Bonus Plan”).

Under the Annual Bonus Plan, Ms.

Torres’ bonus will be calculated as the sum of forty percent (40%) of the product of the 2023 fiscal year’s annual base salary for each role in which she has held, or will hold, in 2023, multiplied by a fraction, the numerator of which is the number of [weeks/days] Ms.

Torres was employed with the Company in such role in 2023 and the denominator of which is the number of [weeks/days] in the fiscal year.

Torres is currently eligible for a pro-rata payment of the bonus based upon her time spent serving in her roles with the Company during 2023 as Vice President, Corporate Controller and Interim Chief Financial Officer and Interim Treasurer, and such bonus payment shall be made in a cash lump sum in 2024.

Appointment of Brendan Enick as Chief Accounting Officer

On May 3, 2023, the Board appointed Mr.

Brendan Enick as the Company’s Chief Accounting Officer.

The appointment of Mr.

Enick as Chief Accounting Officer is effective on May 3, 2023, and as of May 3, 2023, Mr.

Enick will assume the duties of the Company’s principal accounting officer until such time as his successor is appointed, or until his earlier resignation or removal.

In exchange for such services, the Company will pay Mr.

Enick a base salary of $355,000 per year, payable in accordance with the Company's customary payroll practices.

Enick is eligible to participate in the Fox Annual Bonus Program at a target of 40.0% of his annualized base salary.

The 2023 fiscal year program is based on a combination of Company financial performance as well as Individual performance as determined and calculated by the Board’s Compensation Committee.

For fiscal year ending December 29, 2023, Mr.

Enick’s bonus will be reduced pro rata based on the number of days prior to the start of Mr.

Enick’s employment with the Company or its affiliates.

Enick will also be eligible to receive awards of stock options, restricted stock or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time.

In addition, on May 3, 2023, the Board’s Compensation Committee approved grants to Mr.

Enick, subject to the Board’s appointment of Mr.

Enick as the Company’s Chief Accounting Officer and Mr.

Enick executing a grant agreement in the form and with the limitations and restrictions approved by the Company, consisting of a one-time grant of Restricted Stock Units (“RSUs”) equivalent to $150,000 and a one-time grant of Performance Share Units (“PSUs”) equivalent to $100,000.

The RSUs will vest equally over a 3-year period and issuance of shares pursuant to the PSUs is based upon the Company’s performance, over a 3-year period, on certain measures including return on invested capital and free cash flow.

The number of RSUs will be determined by dividing the grant amount by the closing price of the Company’s stock on the date that the Board’s Compensation Committee approves the grant, rounded to nearest whole share.

Enick, age 39, joins the Company from Carter’s Inc.

CRI), having served since August 2020 as its Vice President Finance, Corporate Controller and previously as Vice President Finance, Assistant Controller from December 2019 to August 2020.

From April 2012 until December 2019, Mr.

Enick held various accounting and finance senior executive roles at Novelis Inc.

Enick holds a Bachelor of Science in Finance and a Master of Science in Accountancy from Wake Forest University’s Calloway School of Business and Accountancy.

There are no arrangements or understandings between Mr.

Enick and any other person pursuant to which he was appointed as the Company’s Chief Accounting Officer.

There are no family relationships between Mr.

Enick and any director or executive officer of the Company, and the Company has not entered into any transactions with Mr.

Enick that are reportable pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Incorporated by Reference

3 unchanged sentences

Amended and Restated Bylaws 10-Q 001-36040 September 19, 2013

Second Amendment to the Employment Agreement, by and between Fox Factory, Inc.

and Richard T.

Winters, dated August 5, 2022.

8-K 001-36040 August 8, 2022

Securities Purchase Agreement, between Fox Factory, Inc., CWH Holdco, LLC, CWH Blocker Corp., and Thompson Street Capital Partners V, L.P., effective February 17, 2023.

10-K 001-36040 February 23, 2023

Amendment No.

3 to Lease Agreement between the Gainesville and Hall County Development Authority and Fox Factory, Inc., dated December 31, 2022.

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

16 unchanged sentences

FOX FACTORY HOLDING CORP.

November 3, 2022 Scott R.

Humphrey, Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

/s/ Maggie E.

May 4, 2023 Maggie E.

Torres, Interim Chief Financial Officer and Interim Treasurer

(Interim Principal Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information