Business Context and Reporting Period
This Form 8-K filing by Fox Factory Holding Corp. (FOXF) is dated May 25, 2023. The report discloses a significant executive leadership change regarding the appointment of a new Chief Financial Officer and the resignation of the interim CFO.
Key Financial Metrics
The filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation and personnel changes.
Material Changes
- Appointment of CFO: The Company intends to appoint Dennis C. Schemm as Chief Financial Officer and Treasurer, effective June 12, 2023.
- Resignation of Interim CFO: Ms. Maggie Torres will resign as Interim Chief Financial Officer and Interim Treasurer effective June 12, 2023, to assume the role of Director of Accounting Projects. Her resignation is not due to any dispute with the Company.
Management Commentary and Compensation Details
Mr. Schemm's employment agreement includes the following compensation terms:
- Base Salary: $550,000 per year.
- Sign-on Bonus: One-time cash bonus of $100,000.
- Annual Bonus: Target opportunity equal to 75% of base salary, contingent on performance targets.
- Equity Awards (2023): Subject to Compensation Committee approval, Mr. Schemm will receive:
- Restricted Stock Units (RSUs) with an initial grant value of $200,000.
- Restricted Stock with an initial grant value of $495,000.
- Performance Stock Units (PSUs) with an initial grant value of $495,000.
Mr. Schemm brings prior experience as CFO of Trex Company, Inc., Continental Building Products, and Armstrong Flooring.
Investor Verification Checklist
- Verify the effective date of the CFO transition (June 12, 2023) and the interim period coverage.
- Confirm the total initial grant value of equity awards ($1,190,000) and the vesting terms in the full grant agreements.
- Review the attached press release (Exhibit 99.1) for additional strategic context regarding the leadership change.
- Monitor future filings for the formal execution of the employment agreement and equity grant agreements.