Item 5. Other Information
ITEM 5. 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. As such, Ms. 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. Mr. 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.
Mr. 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.
Mr. Enick, age 39, joins the Company from Carter’s Inc. (NYSE: 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. Mr. 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.
57
Table of Contents
ITEM 6. EXHIBITS
Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Filing Date Filed or Furnished Herewith
3.1
Amended and Restated Certificate of Incorporation 10-Q 001-36040 September 19, 2013
3.2
Amended and Restated Bylaws 10-Q 001-36040 September 19, 2013
10.1
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
10.2
Amendment No. 3 to Lease Agreement between the Gainesville and Hall County Development Authority and Fox Factory, Inc., dated December 31, 2022. X
31.1
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. X
31.2
Certification of Principal Financial 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. X
32.1*
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended. X
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover page formatted as Inline XBRL and contained in Exhibit 101
† Management contract or compensatory plan.
X Filed herewith
* In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.
58
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
FOX FACTORY HOLDING CORP.
By: /s/ Maggie E. Torres
May 4, 2023 Maggie E. Torres, Interim Chief Financial Officer and Interim Treasurer
(Interim Principal Financial and Accounting Officer)
59
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.