FOX FACTORY HOLDING CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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FOX FACTORY HOLDING CORP.

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March 26, 2025

A Message from our Chief Executive Officer

Dear Stockholders:

As we close the chapter on 2024, we are reminded that every challenge presents an opportunity to grow stronger, more focused, and better prepared for the future. This year, external pressures in the form of OEM demand volatility and shifting consumer dynamics amid a complex macroeconomic backdrop forced us to rethink how we operate to take back greater control of our destiny as an innovative growth company. Through a series of deliberate, forward-looking decisions, we took decisive action to optimize operations and reduce costs, while staying true to our legacy of delivering performance-defining products. By simplifying and consolidating our footprint, reducing non-performing products, and better aligning inventory with market demand, we've addressed our immediate challenges while creating a more agile organization poised to capture $25 million in cost savings as we strengthen our foundation for long-term success in 2025 and beyond.

Our strategic focus on diversification across segments, products, markets, and geographies has created a more resilient organization in our eleven years as a public company. Our expansion into entry-premium bike and e-bike categories represents a transformative opportunity to challenge the status quo, effectively doubling our total addressable market while maintaining our premium positioning. The overwhelmingly positive response from our OEM customers validates our strategy to broaden market participation while staying true to our performance-defining heritage. We're seeing a meaningful evolution in our OEM relationships, with partners now proactively approaching us for collaborative product development rather than Fox developing independently. This shift signifies the value our partners place on our innovative capabilities and creates new opportunities across all of our businesses for longer-term strategic relationships and market expansion.

Further, Marucci’s leadership position as a game-changing innovator was reinforced by MVP Freddie Freeman’s walk-off home run in the 2024 MLB World Series using our bat. As we prepare to become Major League Baseball's official bat partner in 2025, our investments in Hitters House, softball expansion, and new product innovations from both Marucci and Victus position the business to continue on its strong growth trajectory.

Importantly, our commitment to innovation remained steadfast throughout 2024, as evidenced by successful launches across all segments. The NEO Live Valve Wireless system represents our continued leadership in premium bike technology, while new products like Race Wheels for Method, Ridetech's Ford Fox Body Mustang suspension system, and Sport Truck's GM 1500 Long Travel Suspension showcase our ability to deliver exceptional new offerings in Aftermarket and Upfit applications.

We are entering 2025 with a pragmatic outlook. While we expect demand pressures to persist at levels similar to 2024, particularly in our PVG and bike segments, we anticipate growth in our AAG business as we move past specific OEM challenges and in our Marucci business. Our enhanced operational efficiency and cost reduction initiatives position us to protect margins regardless of volume, while our diversified portfolio provides multiple paths for growth. As we execute on our plan to capture $25 million in cost savings in 2025, we remain focused on what we can control: optimizing our operations, reducing inventory, eliminating non-performing products, and investing strategically in innovation to ensure we emerge stronger when market conditions improve. Further, our disciplined approach to working capital management delivered a $55 million year-over-year improvement, enabling us to pay down $63 million in debt during the fourth quarter alone.

We cordially invite you to attend FOX's 2025 Annual Meeting of Stockholders, which will be held via webcast on Friday, May 9, 2025, at 1:00 p.m. Eastern Daylight Time. Please note that this year's Annual Meeting will be held virtually, which means that you will be able to register and vote online by visiting www.proxydocs.com/FOXF. Please visit www.proxydocs.com/FOXF for complete details. I look forward to speaking with you then.

Sincerely,

Michael C. Dennison

Director and Chief Executive Officer

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 9, 2025

Fox Factory Holding Corp.’s 2025 Annual Meeting of Stockholders (the "Annual Meeting") will be in virtual meeting format only, which means that you will be able to participate in the meeting, vote and submit your questions during the meeting online by visiting www.proxydocs.com/FOXF. You will not be able to attend the Annual Meeting in person.

The purposes of the meeting are to:

1. Elect two Class III directors, as described in the Proxy Statement, each to serve for a term to expire at the 2028 Annual Meeting of Stockholders;

2. Ratify the appointment of Grant Thornton LLP as our independent public accountants for fiscal year 2025; and

3. Vote on an advisory resolution to approve the Company’s executive compensation;

The stockholders will also consider and act upon such other matters as may properly come before the meeting, or any adjournment or postponement thereof.

These matters are more fully described in the Proxy Statement. The Board of Directors recommends that you vote "FOR" all the nominated directors, "FOR" the ratification of the independent public accountants, and "FOR" the advisory approval of the Company’s executive compensation. The Board of Directors knows of no other matters at this time that may be properly brought before the meeting.

Stockholders of record at the close of business on March 11, 2025 are entitled to notice of, and to vote at, the Annual Meeting and any subsequent adjournments or postponements thereof. A list of these stockholders will be available for inspection for 10 days preceding the Annual Meeting at our principal executive offices located at 2055 Sugarloaf Circle, Suite 300, Duluth GA 30097. The Notice of Annual Meeting, Proxy Statement, Proxy Card, Annual Report, and other Proxy Materials are first being sent or made available to stockholders on or about March 26, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

We are pleased to save costs and help protect the environment by using the Notice and Access method of delivery. Instead of receiving paper copies of our Proxy Materials in the mail, many stockholders will receive a Notice of Internet Availability of Proxy Materials ("Notice"), which provides an internet website address where stockholders can access electronic copies of Proxy Materials and vote. This website also has instructions for voting by telephone and for requesting paper copies of the Proxy Materials and proxy card. The Company's 2025 Proxy Statement and Annual Report for fiscal year 2024 are available online at www.proxydocs.com/FOXF. We encourage you to access and review such materials before voting.

Your vote is important to us. Whether or not you expect to attend the Annual Meeting via webcast, we urge you to consider the Proxy Statement carefully and to promptly vote your shares either by (1) voting through the internet at the website shown on the proxy card or Notice or by telephone at the telephone number shown on the proxy card or Notice; or (2) completing, dating, signing, and returning the enclosed proxy card as promptly as possible if you received paper copies of your Proxy Materials in the mail. Completing a proxy card or voting through the internet or telephone will not prevent you from voting by following the instructions on the website during the webcast, but will assure that your vote is counted, if, for any reason, you are unable to attend. Our proxy tabulator, Mediant Communications, Inc., must receive any proxy that will not be delivered during the webcast to the Annual Meeting by 11:59 p.m. Eastern Daylight Time on Thursday, May 8, 2025.

By Order of the Board of Directors,

Toby D. Merchant

Chief Legal Officer and Secretary

Duluth, GA

March 26, 2025

PROXY STATEMENT

Fox Factory Holding Corp. (which we refer to as “we,” “us,” “our,” “FOX” or the “Company”) is furnishing this Proxy Statement in connection with the solicitation by our Board of Directors (our “Board”) of proxies to vote at the 2025 Annual Meeting of Stockholders (“the Annual Meeting”), which will be held via webcast on Friday, May 9, 2025, at 1:00 p.m. Eastern Daylight Time, or at any adjournment or postponement thereof.

We first sent or made available these Proxy Materials to our stockholders on or about March 26, 2025. A copy of this Proxy Statement, the proxy card and our Annual Report for fiscal year 2024 (collectively, the “Proxy Materials”) can be found at the web address: www.proxydocs.com/FOXF. When we refer to the Company’s fiscal year, we mean the annual period ending on the Friday closest to December 31 of the stated year. Information in this Proxy Statement for 2024 generally refers to our 2024 fiscal year, which was from December 30, 2023 through January 3, 2025 (“fiscal year 2024”).

2025 ANNUAL MEETING INFORMATION

Date and Time. The Annual Meeting will be held “virtually” through a webcast on Friday, May 9, 2025, at 1:00 p.m. Eastern Daylight Time. There will be no physical meeting location. The meeting will only be conducted via a webcast.

Access to the Webcast of the Annual Meeting. The webcast of the Annual Meeting will begin promptly at 1:00 p.m. Eastern Daylight Time. Online access to the webcast will open approximately 15 minutes before the start of the Annual Meeting to allow time for you to log in and test your computer system. We encourage you to access the meeting prior to the start time.

Login Instructions. As the Annual Meeting is being conducted via a webcast, there is no physical meeting location. To attend the Annual Meeting, log in and register at www.proxydocs.com/FOXF. As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. On the day of the Annual Meeting, stockholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 1:00 p.m. Eastern Daylight Time. We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email.

Submitting Questions at the Annual Meeting. Stockholders may submit questions when registering for the Annual Meeting or during the Annual Meeting once online access to the Annual Meeting is open. You will need your unique control number included on your proxy card (printed in the box and marked by an arrow) or on the instructions that accompanied your Proxy Materials. Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints.

Voting Your Shares at the Annual Meeting. You may vote your shares at the Annual Meeting even if you previously submitted your vote. For instructions on how to do so, see the section titled “How do I vote my shares at the Annual Meeting?” under Questions and Answers About this Proxy Statement andthe Annual Meeting.

TABLE OF CONTENTS

PROXY SUMMARY

2025 Annual Meeting of Stockholders

Voting Items and Board Recommendations

2024 Performance Highlights

Overview of Business

Our company, Fox Factory Holding Corp., is a global leader in the design, engineering, manufacturing and marketing of premium products and systems that deliver championship-level performance for customers worldwide. Our premium brands, performance-defining products and systems are used primarily on bicycles (“bikes”), side-by-side vehicles (“side-by-sides”), on-road vehicles with and without off-road capabilities, off-road vehicles and trucks, all-terrain vehicles (“ATVs”), snowmobiles, and specialty vehicles and applications. In addition, we offer premium baseball and softball products.

Some of our products are specifically designed and marketed for certain leading cycling and powered vehicle original equipment manufacturers (“OEMs”), including Giant, Cube, Orbea, Canyon Bicycles, Yeti Cycles, Santa Cruz Bicycles, Trek Bicycles and Specialized in Specialty Sport, and Ford, Polaris, BRP, Toyota, Kawasaki, Stellantis, CFMoto, Yamaha, Honda, and Jeep in Powered Vehicles and Aftermarket Applications, while others are distributed to consumers through a global network of dealers and distributors and through direct-to-customer channels.

Additionally, we upfit trucks to be off-road capable and on-road vehicles with product offerings such as lift kits and components with our shock products, superchargers, interior accessories, wheels, tires, lighting, and body enhancements. We also offer mountain and road bike wheels and other performance-defining cycling components including cranks, chainrings, pedals, bars, stems, and seat posts.

FOX is an aspirational brand and we believe many of our OEMs often prominently display and incorporate our products to improve the marketability and consumer demand for their performance models. Professional athletes using our products are consistently successful in elite competitive events around the world providing brand exposure and demonstrating their performance capabilities, all of which, we believe, reinforces our premium brand image and positively influences the purchasing habits of enthusiasts and other consumers seeking high-performance products.

We continue to opportunistically expand our total available market through potential acquisitions beyond our current product categories. We believe there may be opportunities to acquire other recognized brands that are valued by that same passionate customer. We are also evaluating “white space” opportunities to expand into relevant performance-defining adjacencies.

2024 Performance Highlights and Key Accomplishments

Financial Results

In fiscal year 2024, the Company delivered performance in line with adjusted expectations, navigating a challenging market environment with a focus on operational efficiency and strategic execution. While uneven demand was experienced across OEM customers, we remained focused on executing strategic initiatives and exerting control where possible in a challenging market environment. Importantly, our approach was not solely centered on cost reduction but on strategically repositioning the business for greater efficiency. The company continues to diversify across segments, products, markets, and geographies. Our commitment to long-term success remains evident through ongoing product development initiatives, fostering new customer engagements and future growth opportunities. The ability to adapt to industry dynamics while investing in innovation reinforces a strong foundation for sustainable performance.

• Reconciliations of non-GAAP measures are provided in Annex A, attached hereto.

Fiscal Year 2024 Percentage changes (Year over Year)

Key Management and Governance Developments

On August 1, 2024, the Board appointed Dennis C. Schemm as President, Aftermarket Applications Group of Fox Factory, Inc. (“AAG”). In connection with Mr. Schemm’s appointment, Mr. Schemm remained as the Company’s Chief Financial Officer (“CFO”) but no longer served as Treasurer of the Company. The Board appointed Brendan R. Enick, the Company’s current Chief Accounting Officer (“CAO”), as Treasurer of the Company, effective on the same date.

On February 25, 2025, the Nominating and Corporate Governance Committee recommended that the Board approve amendments to the Company’s Corporate Governance Guidelines to implement a director resignation policy that requires a director to submit his or her resignation in the event that such director receives approval of less than a majority of the votes cast at an annual meeting in an uncontested election. Please see Required Vote for Election of Directors for more information on our director resignation policy.

Stockholder Engagement

Fostering strong, long-term relationships with our stockholders and other stakeholders is important to us. We maintain a robust year-round stockholder engagement program to properly understand stockholder interests, and our senior management and investor relations team routinely communicate with our stockholders to solicit their views with respect to a range of matters including specific aspects of our business strategy, capital allocation, corporate governance, and executive compensation. In fiscal 2024, we engaged with a vast majority of our large stockholders as well as other stockholders who reached out separately. The below information provides an overview of our stockholder engagement efforts in fiscal 2024. We believe our proactive engagement has resulted in constructive feedback and input from stockholders and we intend to continue these efforts.

2024 Stockholder Engagement by the Numbers

Say-on-Pay Responsiveness and Stockholder Outreach Efforts

We value our stockholders’ perspectives regarding our corporate governance, sustainability and executive compensation practices, as well as our business strategy and public disclosures. In May 2024, we were pleased to receive approximately 90% stockholder support for our Say-on-Pay proposal. Abstention votes and broker non-votes were at 5%.

We conduct ongoing reviews of both our governance and executive compensation practices to ensure that we maintain best practices and enhanced disclosure in our Proxy Statement and other Securities and Exchange Commission (“SEC”) filings. We also work to expand and enhance our public disclosure around the topics of interest to our stockholders.

We conduct periodic outreach to our external stockholders and last year contacted multiple stockholders to offer discussions regarding officer pay. We spoke with one of our largest stockholders who shared its perspective and guidelines for evaluating officer pay and performance alignment. From our discussion, we heard a preference for certain corporate governance matters, companies to have the majority of pay at risk, set challenging incentive goals, disclose the rationale for a pay peer group that is different than that used by proxy advisors and provide the rationale for substantive pay actions. In drafting this year’s redesigned CD&A and other parts of this Proxy Statement, we incorporated this feedback and strived to cover herein each of the points as highlighted below.

Strong, Well-Balanced Corporate Governance Practices

•Highly Qualified and Independent Board. Our directors bring deep industry experience to provide effective oversight in the boardroom. Six of our seven directors are independent. Independent directors comprise 100% of each of the Board’s committees and independent directors regularly meet in executive session without management present. In addition, the Board adopted a formal Board Inclusion and Diversity Policy in May 2021 to ensure the use of a diverse lens considering a broad range of perspectives, backgrounds, and experiences, in identifying, evaluating, nominating and selecting members of the Board.

•Independent Board Leadership. The Chair of our Board is an independent director. The Board does not have a policy as to whether the Chair should be an independent director, but when the Chair is not an independent director, the independent directors appoint a “Lead Independent Director.” The Lead Independent Director is responsible for: approving Board meeting agendas; in consultation with the non-employee directors and the Executive Chair, when applicable, approving Board meeting schedules to ensure there is sufficient time for discussion of all agenda items; approving the type of information to be provided to directors for Board meetings; presiding at all executive sessions of the non-employee directors (which are held after all Board meetings); when applicable, serving as liaison between the Executive Chair and the independent directors; being available for consultation and direct communication with the Company’s stockholders; calling meetings of the non-employee directors when necessary and appropriate; and performing such other duties as the Board may from time to time designate.

•Mix of Company History and Fresh Ideas. We believe our current Board tenure and composition reflects an appropriate mix of historical company knowledge and fresh perspectives.

•Awareness and Oversight of Sustainability Matters. We conducted a stakeholder-led materiality assessment in 2021 to understand our sustainability context and identify and prioritize our sustainability issues. We engaged with company leaders, employees, investors, athletes, and consumers to ensure inclusion of representative voices from across our entire stakeholder network. Our analysis delivered a comprehensive view of where our business was and where we want to be in the future. We identified and prioritized material sustainability topics where we cause actual and potential impacts, both positive and negative. Our most pressing sustainability challenges include talent; climate change and greenhouse gas (GHG) emissions; sustainable products and materials; and trail access and conservation. This assessment informed our sustainability strategy: Fox Factory Frontiers, which has three integrated impact pillars – People, Planet, and Product – supported by excellence in business fundamentals. This strategic framework is guiding our work in this space globally with all efforts overseen by the Nominating and Corporate Governance Committee, whose Charter was updated in 2022 to reflect the Board’s growing oversight of the Company’s sustainability initiatives to ensure alignment with best practices. Please refer to the Sustainability section of this filing for an overview of the sustainability strategy.

Please see Corporate Governance for further discussion of our governance practices.

Director Nominees

The table below provides summary information about our two director nominees. Our directors are elected by a plurality of votes cast. For more information, refer to section Election of Class III Directors (Proposal 1). The Board recommends that you vote “FOR”each of the director nominees.