Business Context and Reporting Period
This Form 8-K/A is an amendment filed by Fox Factory Holding Corp. on July 1, 2019, regarding events effective June 29, 2019. The filing provides additional details on the executive leadership transition previously reported in an Original Form 8-K filed on February 26, 2019.
Key Financial Metrics
The filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data contained herein is limited to executive compensation terms.
- Larry L. Enterline (Executive Chairman): Base salary of $400,000 per annum.
- Michael C. Dennison (CEO): Base salary of $662,000 per annum.
- Performance Bonus (Dennison): Eligible for 0% to 135% of annual base salary based on EBITDA targets.
Material Changes
The primary material change is the amendment of employment agreements for two key executives effective June 29, 2019:
- Larry L. Enterline: Transitioned from CEO to Executive Chairman of the Board. His employment agreement was amended to reflect a base salary of $400,000 and eligibility for a pro-rated performance bonus for the portion of the fiscal year served as CEO.
- Michael C. Dennison: Transitioned from President, Powered Vehicles Group, to CEO. His employment agreement was amended to reflect a base salary of $662,000 and eligibility for performance bonuses and equity awards.
Guidance, Outlook, and Risks
The filing contains no guidance, outlook, or management commentary regarding future business performance. It details specific termination benefits and contingencies:
- Enterline Termination: Entitled to accrued unpaid salary and reimbursement of unreimbursed business expenses upon termination.
- Dennison Termination:
- Standard Termination (Cause/Death/Disability/Resignation without Good Reason): Accrued salary and expense reimbursement. Death or disability also triggers a pro-rata performance bonus.
- Termination without Cause or Resignation for Good Reason: Entitled to accrued salary, expense reimbursement, severance equal to one year of base salary (payable over 12 months), pro-rata performance bonus, and continued health care insurance coverage during the severance period, contingent on executing a release.
Investor Verification Checklist
- Verify the full text of the Amended and Restated Employment Agreements (Exhibits 10.1 and 10.2) for complete definitions of "Cause," "Good Reason," and EBITDA targets.
- Confirm the effective date of the leadership transition (June 29, 2019) against the company's official press releases.
- Review the pro-rating methodology for performance bonuses for both executives for the fiscal year ending January 3, 2020.
- Check subsequent filings for any changes to the executive compensation structure or leadership roles.