Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2020, John E. Blocher resigned as Interim Chief Financial Officer
and Interim Treasurer of Fox Factory Holding Corp. (the "Company"), effective
immediately, and resumed the role of Senior Vice President of Finance. Mr.
Blocher's resignation was not the result of any dispute or disagreement with the
Company relating to the Company's operations, policies or practices.
On August 3, 2020, the Board of Directors (the "Board") of the Company appointed
Scott R. Humphrey as the Company's Chief Financial Officer and Treasurer,
effective August 4, 2020. Mr. Humphrey previously served as the Company's Senior
Vice President of Finance. A copy of the related press release is attached as
Exhibit 99.1 hereto.
In connection with this appointment, on August 4, 2020, the Company and Mr.
Humphrey entered into an Employment Agreement (the "Humphrey Agreement") with an
effective date of August 4, 2020 (the "Effective Date"). A summary of the
material terms and conditions of the Humphrey Agreement is set forth below.
From the Effective Date, Mr. Humphrey will serve as the Chief Financial Officer
and Treasurer and will have the normal duties, responsibilities, functions and
authority customarily associated therewith and such other duties and
responsibilities as may be appropriately assigned from time to time. In exchange
for such services, the Company will pay Mr. Humphrey a base salary of $390,000
per year (the "Base Salary"), payable in accordance with the Company's customary
payroll practices. Pursuant to the Humphrey Agreement, Mr. Humphrey is also
eligible to receive a bonus based on the Company's achievement of certain
targets as determined and calculated by the Compensation Committee of the Board.
For fiscal year ending January 1, 2021, Mr. Humphrey's bonus will be reduced pro
rata based on the number of days prior to the start of Mr. Humphrey's employment
with the Company or its affiliates beginning June 8, 2020.
Mr. Humphrey will also be eligible to receive awards of stock options,
restricted stock or other equity awards pursuant to any plans or arrangements
the Company may have in effect from time to time. For calendar year 2020,
subject to approval of the Board of Directors, Mr. Humphrey will receive a
restricted stock award with an initial grant value equal to $626,000, subject to
Mr. Humphrey executing a grant agreement and all limitations and restrictions
set forth by the Company. The number of shares of restricted stock issued to Mr.
Humphrey will be determined based upon the closing price on the date the Board
approves the grant. In addition to the foregoing, the Humphrey Agreement
provides for the ability to participate in Company employee benefit plans on the
same terms as other similarly situated executive officers. The Humphrey
Agreement also entitles Mr. Humphrey to certain compensation and benefits upon
termination of his employment under specified circumstances.
The foregoing summary of the Humphrey Agreement does not purport to be complete
and is subject to, and qualified in its entirety by, reference to the complete
text of the Humphrey Agreement, attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
      Exhibit Number        Description
           99.1             Press Release, dated August 5, 2020.
           10.1             Employment Agreement, by and between Fox Factory Holding Corp. and
                            Scott Humphrey, dated August 4, 2020.
            104             Cover Page Interactive Data File (embedded with the Inline XBRL
                            document)

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