Brendan Enick
FOX FACTORY HOLDINGAbout Brendan Enick
Brendan R. Enick is Fox Factory’s Chief Accounting Officer (since May 2023) and Treasurer (appointed August 1, 2024), with 17+ years of finance and accounting experience; he is a CPA, holds a Bachelor’s in Finance and a Master’s in Accountancy from Wake Forest University, and previously served as VP Finance and Corporate Controller at Carter’s, with earlier roles at Novelis and Ernst & Young . FOXF’s FY2024 performance context for pay alignment: Net Sales $1,393.9M, Adjusted EBITDA $167.0M (12.0% margin), Net Income $6.5M, EPS $0.16, and TSR declined 55.3% in 2024 vs prior year, leading to 0% payouts on annual cash incentive and PSUs tied to ROIC/FCF and EBITDA margin .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carter’s, Inc. (NASDAQ: CRI) | VP Finance & Corporate Controller | 2019–2023 | Led finance/controllership; public company reporting expertise |
| Novelis | Accounting & Finance positions | 2012–2019 | Global industrial finance experience |
| Ernst & Young | Audit/Assurance (earlier career) | Prior to 2012 | Big Four training; CPA foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SEC Professionals Group (Atlanta Chapter) | Advisory Chair | Not disclosed | Community of SEC reporting leaders; governance and disclosure practices |
| March of Dimes (Atlanta Chapter) | Board Member | Not disclosed | Non-profit board experience; stakeholder engagement |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Base Salary | $383,000 | Approved January 2024; +7.9% YoY reflecting expanded scope (Treasurer addition) |
| All Other Compensation | $48,592 | Includes perquisites and 401(k) match; perquisite categories include cell phone, insurance premiums, temporary housing, executive car program ($20,540), relocation; 401(k) match $10,350 |
| Target Bonus % | Not disclosed | Annual bonus tied to Adjusted EBITDA; no payout for FY2024 |
| Actual Bonus Paid | $0 | No annual incentive payout for FY2024 |
Performance Compensation
Equity Grants (FY2024)
| Instrument | Grant Date | Shares (Target) | Grant-Date Fair Value |
|---|---|---|---|
| RSU | 2/27/2024 | 3,458 | $175,044 |
| PSU (2024–2026 cycle, target approved; 1/3 issued in 2024) | 3/15/2024 | 3,739 (full cycle) | $175,023 (value of 2024-issued 1/3 at target) |
| Revenue Growth Outperformance Award (binary) | 3/15/2024 | 7,478 | $350,045 |
RSUs vest ratably over three years; PSUs for 2024–2026 are earned based on annual EBITDA margin goals (each of 2024, 2025, 2026 set early in-year) with payout (if any) in early 2027; PSUs can earn 0–200% of target . The special revenue outperformance award would vest only in early 2027 if revenue reaches ~$2.2B (≈+50% vs 2023 $1.46B); as of end-2024 the goal was deemed improbable (no expense accrued) and no such award was made in 2025 .
FY2024 Incentive Outcomes and Metrics
| Plan | Metric | Weighting | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|---|
| Annual Cash Incentive | Adjusted EBITDA | 100% | Not disclosed | Board budget target | Not disclosed | Below threshold | 0% |
| PSUs (2022–2024 cycle) | ROIC (3-yr avg) | 50% | 14.45% | 15.45% | 16.45% | 14.00% | 0% |
| PSUs (2022–2024 cycle) | Cumulative FCF ($MM) | 50% | $380 | $422 | $507 | $325 | 0% |
| PSUs (2024 portion of 2024–2026) | Adjusted EBITDA margin (2024) | 100% | 13.50% | 15.70% | 18.00% | 12.00% | 0% |
FY2024 Stock Vested (Supply into market)
| Shares Vested (RSUs) | Value Realized |
|---|---|
| 453 | $17,857 |
2025 Program Update
All NEOs (including Enick) irrevocably elected to take 50% of 2025 annual incentive in a 2-year PSU at 2x value (remaining 50% in cash), with cash paid early 2026 and PSUs vesting early 2027; goals set meaningfully above FY2024 actuals; details to be disclosed in the next proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,496 shares; <1% of outstanding (41,712,445 shares as of March 11, 2025) |
| Unvested RSUs (FY-end 2024) | 4,365 units; $131,692 fair value @ $30.17/share (1/3/2025) |
| Unvested PSUs (Target, incl. not-yet-issued tranches) | 12,124 units; $365,781 fair value @ $30.17/share (1/3/2025) |
| Options Outstanding | None reported; program delivers RSUs/PSUs; no option repricing allowed |
| Ownership Guidelines | Covered Executives (includes CAO) must hold 3x base salary in FOXF shares; retain ≥50% net shares until in compliance; achieve within 5 years; all Covered Executives met or were on target as of proxy date |
| Hedging/Pledging | Hedging prohibited; pledging requires pre-approval; Insider Trading Policy referenced in 10‑K exhibits |
| Clawback | Amended and Restated Clawback Policy effective Oct 2, 2023, compliant with Rule 10D‑1/Nasdaq 5608 |
| Say on Pay | ~90% support in May 2024; 5-year average 94% |
Employment Terms
- Employment Agreement: Executed December 2024 for Enick; includes severance/change-in-control terms and a two-year non-solicit post-employment .
- Termination without Cause / Good Reason: Severance equals one times annual base salary; pro rata annual bonus (subject to performance), continued healthcare cost sharing during severance period; pro-rata PSUs if terminated without Cause (upon performance determination) .
- Good Reason definition: Reduction in base salary; material breach; material reduction of duties/responsibilities; specified relocation trigger applies to another NEO (Tutton only); with cure periods .
- Change-in-Control (Equity): If awards not assumed/converted, options/awards fully vest and performance goals deemed satisfied at target; if assumed, performance awards convert as if target achieved with service vesting continuing; subject to Section 409A compliance .
Estimated Potential Payments (as of January 3, 2025)
| Scenario | Cash Compensation | RSUs (Unvested FV) | PSUs (Unvested FV) | Benefits | Total |
|---|---|---|---|---|---|
| Mutual Agreement / For Cause / Voluntary | $14,731 | — | — | — | $14,731 |
| Death or Disability | $14,731 | — | — | — | $14,731 |
| Without Cause / Good Reason (No CoC) | $397,731 | — | — | $15,000 | $412,731 |
| CoC; Awards not continued or termination within 24 months (Double-trigger) | $397,731 | $131,692 | $365,781 | $15,000 | $910,204 |
| CoC; Awards continued/assumed (No termination) | — | — | — | — | — |
Compensation Structure Analysis
- Heavy at-risk pay mix; equal split PSUs/RSUs for LTI; annual incentive tied to Adjusted EBITDA; PSUs tied to ROIC/FCF (2022–2024) and EBITDA margin (2024 portion of 2024–2026) .
- No discretion applied to 2024 payouts; 0% earned for annual cash bonus and PSUs due to below-threshold performance; strong pay-for-performance alignment highlighted by multi-year declines in realizable pay consistent with stock price and results .
- Special 2024 revenue outperformance award (binary) targeting ~$2.2B by 2027 deemed improbable after customer/OEM demand declines; no expense accrued; none issued in 2025 .
Investment Implications
- Alignment: Enick’s compensation is highly contingent on performance with zero FY2024 payout on cash incentive and PSUs; ownership guidelines require meaningful stock holdings and retention of 50% net vested shares until compliance; hedging prohibited and pledging restricted .
- Retention Risk: Base severance equals one year of salary with pro‑rata bonus and healthcare cost sharing; two-year non‑solicit; double‑trigger acceleration within 24 months post‑CoC mitigates turnover risk during strategic events .
- Trading Signals: Low direct beneficial ownership (1,496 shares) and modest FY2024 RSU vesting (453 shares) suggest limited near-term selling pressure; unvested RSUs (4,365) and PSUs (12,124 target) concentrate vesting into early 2027, contingent on performance and retention . The special revenue award’s improbability reduces potential 2027 supply overhang absent sustained revenue acceleration .
- Performance Levers: 2025 elective PSU participation (50% of annual incentive shifted to 2-year PSUs at 2x value) increases equity exposure to 2025–2026 outcomes, amplifying sensitivity to EBITDA margin and execution on cost optimization and demand recovery .