FOX FACTORY HOLDING CORP (FOXF): CEO Michael C. Dennison resigned; interim named

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) CEO Transition.
On October 15, 2026, the Board of Directors (the “Board”) of the Company approved a leadership transition plan pursuant to which Michael C. Dennison, the Company’s Chief Executive Officer (“CEO”), is stepping down from his role as CEO. Mr. Dennison resigned from his role as a member of the Board, effective October 15, 2026. Upon acceptance of Mr. Dennison’s resignation, the Board decreased the size of the Board from 7 to 6 members.
Mr. Dennison will remain employed by the Company following October 15, 2026 while the Company and Mr. Dennison continue discussions regarding the terms of the leadership transition arrangements. The Company currently expects to enter into a transition agreement with Mr. Dennison, but the Board has not approved the terms of such arrangement and no definitive agreement has been executed as of the date of this Current Report on Form 8-K. The Company will disclose any material compensatory arrangements with Mr. Dennison in accordance with applicable SEC rules upon execution of a definitive agreement.
(c) Interim CEO Appointment.
On October 15, 2026, the Board also voted to appoint Douglas J. Grimm, a member of the Company’s Board, to serve as Interim CEO of the Company effective October 16, 2026. Mr. Grimm will continue to serve as a director of the Company during his service as Interim CEO, but will step down from the Audit Committee.
Mr. Grimm, age 64, joined the Company’s Board as a director in March 2026. Since 2017, Mr. Grimm has served as the CEO of V-to-X, LLC, through which he provided strategic and business consulting services in the mobility sector. From 2015 to 2017, Mr. Grimm served as President and Chief Operating Officer at Metaldyne Performance Group (NYSE: MPG), a global automotive metals supplier. Previously, Mr. Grimm founded and was Chairman and CEO of Grede Holdings LLC, which subsequently merged into MPG. He also served in various leadership roles during different periods at the company between 2001 and 2006, where he was responsible for commercial operations, forging and casting operations, global purchasing, and quality. Mr. Grimm currently serves as Chairman of the Board of Blue Bird Corporation (NASDAQ: BLBD) and as a member of the Board of Directors of Lucid Group, Inc. (NASDAQ: LCID).
(e) Interim CEO Compensation.
Effective October 16, 2026, Douglas J. Grimm entered into an employment agreement with the Company in connection with his appointment as Interim CEO (the “Interim CEO Agreement”). Pursuant to the Interim CEO Agreement, Mr. Grimm will serve as Interim CEO until the earlier of the commencement of employment of a permanent CEO selected by the Board or the termination of his employment in accordance with the Interim CEO Agreement.
The Interim CEO Agreement provides for an annual base salary of $1,065,000. Mr. Grimm is also eligible to receive a completion bonus of $600,000 if he serves as Interim CEO for at least six months or until such time as the Company appoints a new permanent CEO, whichever time is earlier.
Mr. Grimm will receive a restricted stock unit award with a target grant date fair value of $2 million. If Mr. Grimm remains employed as Interim CEO beyond the six-month anniversary of his appointment, he will become eligible for additional restricted stock unit awards with an aggregate target grant date value of up to $1.6 million, subject to the terms of the Company's equity incentive plan and applicable award agreements.
Mr. Grimm will be eligible to participate in the Company's employee benefit plans generally available to senior executives and will receive a taxable housing allowance and an allowance for legal fees, all relating to his service as Interim CEO.
The Interim CEO Agreement also contains customary provisions relating to confidentiality, intellectual property, non-solicitation, non-competition, indemnification, cooperation, clawback obligations, and dispute resolution.
The foregoing description of the Interim CEO Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Interim CEO Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.