Company to Appoint Two New Independent Directors and Form Transformation Committee Focused on Operational Excellence and Margin Improvement
Company Enters into Cooperation Agreement with Engine Capital
DULUTH, Ga., Feb. 09, 2026 (GLOBE NEWSWIRE) — Fox Factory Holding Corp. (Nasdaq: FOXF) (“Fox Factory” or the “Company”), a premium brand and a global leader in the design, engineering and manufacturing of performance-defining products and systems for customers worldwide, today announced that following constructive discussions with Engine Capital (“Engine Capital”) regarding opportunities to enhance operational performance and profitability, the Company will be undertaking a strategic board refresh and entered into a cooperation agreement with Engine Capital.
Board Additions
The Company’s board of directors (the “Board”) will appoint two new independent directors, including Alan L. Bazaar, and form a Board-level Transformation Committee (the “Transformation Committee”) to drive operational excellence and improve profitability. Mr. Bazaar is currently CEO and Co-Chief Investment Officer of Hollow Brook Wealth Management LLC and 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, Chief Executive Officer 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 and 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 Sidney, both new directors, and an additional existing independent director.
“The Board has been actively engaged with management on a comprehensive operational review,” continued Mr. 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 Mr. 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 on Form 8-K.
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.
About Alan L. Bazaar
Alan L. Bazaar is currently the CEO and Co-Chief Investment Officer of wealth management firm Hollow Brook Wealth Management LLC (“Hollow Brook”). Prior to Hollow Brook, Mr. Bazaar spent more than 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 the public equity portfolio, responsible for all elements of due diligence. Earlier in his career, Mr. Bazaar worked at Arthur Andersen LLP.
Alan currently serves on the board of Orthofix Medical Inc. (NASDAQ: OFIX). Previously, Mr. Bazaar served on the board of directors of Wireless Telecom Group, Inc., a test and measurement solutions provider; PDL BioPharma, a company engaged in development of innovative therapeutics and healthcare technologies; Hudson Global, Inc., a total talent solutions provider; Sparton Corporation, a provider of electromechanical devices; LoJack Corporation, a provider of stolen vehicle recovery and IoT connected car systems; Media Sciences, Inc., a manufacturer and distributor of business color printer supplies and industrial ink applications; NTS, Inc., an independent provider of environmental simulation testing, inspection, and certification services; and Airco Industries, Inc., a privately held manufacturer of aerospace products.
About Fox Factory Holding Corp. (Nasdaq: FOXF)
Fox Factory Holding Corp. is a global leader in the design, engineering, and manufacturing of premium products that deliver championship-level performance for specialty sports and on- and off-road vehicles. Its portfolio of brands, like FOX, Marucci, Method Race Wheels, and more, are fueled by unparalleled innovation that continuously earns the trust of professional athletes and passionate enthusiasts all around the world. The Company is a direct supplier of shocks, suspension, and components to leading powered vehicle and bicycle original equipment manufacturers and offers premium baseball and softball gear and equipment. The Company acquires complementary businesses to integrate engineering and manufacturing expertise to reach beyond its core shock and suspension segment, diversifying its product offerings, and increasing its market potential. It also provides products in the aftermarket through its global network of retailers and distributors and through direct-to-consumer channels.
FOX is a registered trademark of Fox Factory, Inc. NASDAQ Global Select Market is a registered trademark of The NASDAQ OMX Group, Inc. All rights reserved.
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