Company to Appoint Two New Independent Directors and Form Transformation Committee Focused on Operational Excellence and Margin Improvement
Fox Factory Holding Corp. (Nasdaq: FOXF) (“Fox Factory” or the “Company”), a premium brand and a global leader in the design, engineering and manufacturing of performance-defining products and systems for customers worldwide, today announced that following constructive discussions with Engine Capital (“Engine Capital”) regarding opportunities to enhance operational performance and profitability, the Company will be undertaking a strategic board refresh and entered into a cooperation agreement with Engine Capital.
Board Additions
The Company’s board of directors (the “Board”) will appoint two new independent directors, including Alan L. Bazaar, and form a Board-level Transformation Committee (the “Transformation Committee”) to drive operational excellence and improve profitability. Mr. Bazaar is currently CEO and Co-Chief Investment Officer of Hollow Brook Wealth Management LLC and brings extensive public company board experience and expertise in value creation and capital allocation. The second independent director, who will be identified by Engine Capital and approved by the Board, is expected to have operational expertise in manufacturing excellence and margin improvement initiatives.
“We appreciate the constructive dialogue we have had with Engine Capital,” said Mike Dennison, Chief Executive Officer of Fox Factory. “While we are proud of the premium brand portfolio and innovation capabilities we have built, we recognize the significant opportunity to drive stronger operational execution and translate those capabilities into enhanced financial performance. The Board refresh and formation of the Transformation Committee reflect our shared commitment to unlocking the value embedded in our business.”
Arnaud Ajdler, Managing Partner of Engine Capital, said: “We appreciate the Board’s responsiveness and engagement. We believe the appointment of two new directors and the formation of the Transformation Committee reflect a shared commitment to operational excellence. With a sharpened focus on execution and disciplined cost management, the Company is well positioned to drive meaningful and sustainable long-term shareholder value. We look forward to working collaboratively with the Board and management team.”
Transformation Committee
The Board will form a Transformation Committee chartered to provide oversight of management’s execution of operational improvement initiatives targeting enhanced profitability, working capital efficiency, and disciplined capital allocation. The committee will be chaired by Sidney Johnson and will include Sidney, both new directors, and an additional existing independent director.
“The Board has been actively engaged with management on a comprehensive operational review,” continued Mr. Dennison. “The Transformation Committee will ensure oversight and accountability as we execute these initiatives.”
Board Retirements
Ted Waitman and Dudley Mendenhall, the Company’s Chairman, will retire from the Board effective at the Company’s 2026 annual meeting of stockholders.
“I want to personally thank Dudley for his steady leadership as Chairman during a pivotal period in our company’s evolution,” said Mr. Dennison. “His guidance has been instrumental in Fox Factory’s diversification and growth. I also extend deep appreciation to Ted for his many years of dedicated service to the Board. Ted led with humility and genuine concern for the business and our people.”
The cooperation agreement includes customary standstill, voting, committee appointment rights and related provisions and will be filed with the U.S. Securities and Exchange Commission on Form 8-K.
Jefferies LLC is serving as financial advisor to Fox Factory, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. Olshan Frome Wolosky LLP is acting as legal counsel to Engine Capital.
