Fox Factory Partners with Engine Capital, Adds Two Directors to Improve Margins

FOXFFOXF

Fox Factory will appoint two independent directors, including Alan L. Bazaar, and establish a Transformation Committee to drive operational excellence and margin improvement under a cooperation agreement with Engine Capital. Chairman Dudley Mendenhall and director Ted Waitman will retire at the 2026 annual meeting as part of the board refresh.

1. Board Refresh Details

Fox Factory will appoint two new independent directors to its board, including Alan L. Bazaar, CEO and Co-CIO of Hollow Brook Wealth Management. The second director, to be nominated by Engine Capital and approved by the board, will bring manufacturing excellence and margin-improvement expertise.

2. Transformation Committee Role

A Transformation Committee, chaired by Sidney Johnson and including the two new directors, will oversee management’s execution of operational improvement initiatives targeting enhanced profitability, working capital efficiency and disciplined capital allocation. The committee aims to translate innovation capabilities into stronger financial performance.

3. Retiring Board Members

Chairman Dudley Mendenhall and long-time director Ted Waitman will retire effective at the 2026 annual meeting of stockholders. Their departures complete the strategic board refresh designed to unlock embedded value across the business.

4. Cooperation Agreement Terms

Fox Factory entered into a cooperation agreement with Engine Capital that includes customary standstill, voting and committee appointment rights. The agreement formalizes the partnership framework and will be filed with the SEC on Form 8-K.

Sources

F