Fox Factory Holding Corp., the parent of Fox, Marucci, Method Race, and Wheels, added two independent directors, established a Board-level Transformation Committee and entered into a cooperation agreement with activist investor Engine Capital.
Fox Factory said that following “constructive discussions with Engine Capital regarding opportunities to enhance operational performance and profitability, the company will be undertaking a strategic board refresh and has entered into a cooperation agreement with Engine Capital.”
Board Additions
The new board additions will include Alan Bazaar, currently CEO and co-chief investment officer of Hollow Brook Wealth Management LLC. Prior to Hollow Brook, Bazaar spent over a decade with private investment firm Richard L. Scott Investments, LLC, where he served as managing director and portfolio manager, as well as a co-manager of its public equity portfolio, and was responsible for all elements of due diligence. Earlier in his career, he worked at Arthur Andersen LLP.
Fox Factory said Bazaar “brings extensive public company board experience and expertise in value creation and capital allocation.”
The second independent director, who will be identified by Engine Capital and approved by the Board, is expected to have “operational expertise in manufacturing excellence and margin improvement initiatives.”
“We appreciate the constructive dialogue we have had with Engine Capital,” said Mike Dennison, CEO of Fox Factory. “While we are proud of the premium brand portfolio and innovation capabilities we have built, we recognize the significant opportunity to drive stronger operational execution and translate those capabilities into enhanced financial performance. The Board refresh and formation of the Transformation Committee reflect our shared commitment to unlocking the value embedded in our business.”
Arnaud Ajdler, managing partner of Engine Capital, said: “We appreciate the Board’s responsiveness and engagement. We believe the appointment of two new directors and the formation of the Transformation Committee reflect a shared commitment to operational excellence. With a sharpened focus on execution and disciplined cost management, the Company is well-positioned to drive meaningful, sustainable long-term shareholder value. We look forward to working collaboratively with the Board and management team.”
Transformation Committee
The Board will form a Transformation Committee chartered to provide oversight of management’s execution of operational improvement initiatives targeting enhanced profitability, working capital efficiency and disciplined capital allocation. The committee will be chaired by Sidney Johnson and will include the Transformation Committee, both new directors and an additional existing independent director.
“The Board has been actively engaged with management on a comprehensive operational review,” continued Dennison. “The Transformation Committee will ensure oversight and accountability as we execute these initiatives.”
Board Retirements
Ted Waitman and Dudley Mendenhall, the company’s chairman, will retire from the Board effective at the company’s 2026 annual meeting of stockholders.
“I want to personally thank Dudley for his steady leadership as chairman during a pivotal period in our company’s evolution,” said Dennison. “His guidance has been instrumental in Fox Factory’s diversification and growth. I also extend deep appreciation to Ted for his many years of dedicated service to the Board. Ted led with humility and genuine concern for the business and our people.”
The cooperation agreement includes customary standstill, voting, committee appointment rights and related provisions and will be filed with the U.S. Securities and Exchange Commission.
Jefferies, LLC is serving as financial advisor to Fox Factory, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. Olshan Frome Wolosky LLP is acting as legal counsel to Engine Capital.
Image courtesy Fox Factory
