Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnMay 5, 2021 , the Board of Directors (the "Board") ofFox Factory Holding Corp. , aDelaware corporation (the "Company"), appointed Thomas L. Fletcher, age 56, as the Company's President,Powered Vehicles Group ("PVG") Business and Corporate Strategy, effectiveMay 5, 2021 (the "Effective Date"). FromJuly 2020 to immediately prior to such appointment,Mr. Fletcher served as the Company's Senior Vice President of Strategy andPlatform Development . Prior to joining the Company,Mr. Fletcher served as a consultant for the Company fromDecember 2019 untilJuly 2020 , and held various leadership positions at Flex Ltd. ("Flex") where he was responsible for developing and deploying growth strategies and solutions for several Fortune 500 companies, including Apple, Nike, HP, and RIM. Before Flex,Mr. Fletcher held a variety of technical, business, and customer advocacy leadership roles in both hardware and software companies, including Lockheed Martin, Ariba, Rasna, andFreedom Motors .Mr. Fletcher holds a Master of Science degree in Aero / Astronautics fromStanford University and a Mechanical and Aeronautical Engineering degree from theUniversity of California , Davis Campus. A copy of the related press release is attached as Exhibit 99.1 hereto. From the Effective Date,Mr. Fletcher will serve as the President, PVG Business and Corporate Strategy and will have the normal duties, responsibilities, functions and authority customarily associated therewith and such other duties and responsibilities as may be appropriately assigned from time to time. In exchange for such services, the Company will increaseMr. Fletcher's base salary to$375,000 per year (the "Base Salary") commencing as of the Effective Date, payable in accordance with the Company's customary payroll practices.Mr. Fletcher's annual bonus target opportunity will also increase to 55% of his Base Salary for the full calendar year based on the Company's achievement of certain targets as determined and calculated by the Compensation Committee of the Board (the "Committee").Mr. Fletcher 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, onMay 4, 2021 , the Committee approved grants toMr. Fletcher , subject to the Board's appointment ofMr. Fletcher as the Company's President, PVG Business and Corporate Strategy andMr. Fletcher executing a grant agreement in the form and with the limitations and restrictions approved by the Company, consisting of (i) an award of 1,155 time-based restricted stock units (RSU) with an initial grant date value of$177,500 that vest in three equal annual installments beginning onMay 2, 2022 ; and (ii) a target award of 1,156 performance-based RSUs, which were equally divided between two-year and three-year performance measurement periods. The RSU awards only vest ifMr. Fletcher remains employed by the Company at the time of vesting. The performance-based RSU awards may range from 0% to 200% of the target award based on certain performance metrics during the applicable performance period. The vested performance-based RSU awards will be settled in shares of the Company's common stock. FromJanuary 1, 2020 until his appointment to the Company's Senior Vice President of Strategy andPlatform Development ,Mr. Fletcher was paid$120,000 by the Company for his services as a consultant assisting with Company strategy. After his appointment to Senior Vice President of Strategy andPlatform Development inJuly 2020 ,Mr. Fletcher's 2020 compensation from the Company included$143,921.98 in base salary,$50,000 in bonus, and approximately$175,000 in RSU awards. There is no arrangement or understanding betweenMr. Fletcher and any other persons pursuant to whichMr. Fletcher was selected as President, PVG Business and Corporate Strategy. There have been no transactions since the beginning of the Company's last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in whichMr. Fletcher or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K, other than as set forth herein. Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished herewith: Exhibit Number Description 99.1 Press Release, datedMay 6, 2021 . Cover Page Interactive Data File (embedded with the Inline XBRL 104 document)
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