Dennis Schemm
Chief Financial Officer and President, Aftermarket Applications Group at 
FOX FACTORY HOLDING
FOX FACTORY HOLDINGExecutive
About Dennis Schemm
Dennis C. Schemm was appointed CFO of Fox Factory Holding Corp. effective June 12, 2023 (age 57 at appointment). On August 1, 2024, he also became President, Aftermarket Applications Group (AAG) while remaining CFO . He holds simultaneous BS degrees in Accounting and Computer Science from Penn State and an MBA from Carnegie Mellon . During his tenure, FOX’s 2024 adjusted EBITDA fell to $167.0M vs. $261.0M in 2023, driving zero annual cash bonus and zero payout for the 2024 PSU tranche; total stockholder return (TSR) value dropped to 43.24 from 96.70 year prior, aligning realized pay with underperformance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trex Company, Inc. | SVP & CFO (Feb 2021–May 2023); VP & CFO (Apr 2020–Feb 2021) | 2020–2023 | Led finance at a scaled building-products leader, bringing FP&A, capital allocation, and transformation experience |
| Continental Building Products | EVP & CFO | May 2015–Apr 2020 | Public company CFO with operating discipline and portfolio management |
| Armstrong World Industries (Armstrong Flooring) | VP, Global Finance | May 2013–Apr 2015 | Global finance leadership across operations and controls |
| Gilbarco‑Veeder Root (Danaher) | Global Finance Director | May 2011–May 2013 | Danaher process rigor and operating cadence |
| Monsanto Company | Various financial leadership roles | Jun 1996–Apr 2011 | Long-tenured financial leadership across functions |
External Roles
No current public company directorships or external board roles disclosed for Mr. Schemm .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Base Salary rate | $550,000 (upon hire June 2023) | $594,000 (effective Jan 2024; +8.0% YoY) |
| Salary paid (Summary Comp Table) | $396,154 | $593,154 |
| Target Annual Bonus (% of base) | 75% | 75% (program design; see bonus framework) |
| Actual Annual Bonus Paid | $0 | $0 (below threshold) |
| Sign‑on Cash Bonus | $100,000 (one‑time) | — |
Performance Compensation
Annual Cash Incentive (FY2024 framework and outcome)
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 75% | 200 | 250 | 300 | 167 | 0% (below threshold) |
| Individual goals | 25% | — | — | — | 0% (requires EBITDA threshold) | 0% |
| Result | — | — | — | — | — | 0% payout of target |
Long‑Term Incentives (FY2024 grants)
| Award Type | Grant Date | Shares (Target) | Vesting/Performance | Grant Date FV ($) |
|---|---|---|---|---|
| RSUs | 2/27/2024 | 11,755 | Time‑based, ratable over 3 years | $595,038 |
| PSUs (2024–2026 cycle) | 3/15/2024 | 12,711 total; 2024 tranche 4,237 | 100% on adjusted EBITDA margin; 3 one‑year goals; payout in early 2027 if earned | $595,002 |
| Revenue Growth Outperformance Award (equity) | 3/15/2024 | 12,818 | No threshold/maximum (award design); equity grant | $600,011 |
2024 PSU Performance Calibration (first one‑third of 2024–2026 cycle)
| Measure | Weight | Threshold | Target | Max | Actual | % of Target Earned |
|---|---|---|---|---|---|---|
| 2024 Adjusted EBITDA Margin | 100% | 13.50% | 15.70% | 18.00% | 12.00% | 0% |
Stock Vesting in FY2024 (realization)
| Shares Vested (RSUs) | Value Realized ($) |
|---|---|
| 3,929 | $170,749 |
Vesting occurred on May 2, 2024 and June 12, 2024 (dates per proxy) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 11, 2025) | 6,671 shares total, consisting of 4,895 directly held and 1,776 RSUs scheduled to vest within 60 days; <1% of outstanding |
| Outstanding Unvested RSUs (1/3/2025) | 15,307 RSUs; market value $461,812 (at $30.17/share) |
| Outstanding Unvested PSUs (1/3/2025; at target) | 30,857 PSUs; market value $930,956 (at $30.17/share); includes future guaranteed issuances for accounting |
| Options | None disclosed in tables; equity mix is RSUs/PSUs |
| Ownership Guidelines | CFO must hold 3x base salary; retain 50% of net shares until met; executives are meeting or on track within 5 years |
| Hedging/Pledging | Hedging prohibited; pledging requires pre‑approval from designated officers (including CFO or CLO) |
Employment Terms
- Start date and roles: Appointed CFO on June 12, 2023; appointed President, AAG effective August 1, 2024, remaining CFO .
- Severance (non‑CoC): If terminated without Cause or resigns for Good Reason, receives: general separation payments, severance equal to 1x base salary, pro‑rata bonus (if applicable), and continued health benefit cost‑sharing; pro‑rated PSUs if goals ultimately met .
- Change‑in‑Control (CoC): If awards are not assumed, restrictions lapse and awards vest at target; if assumed and termination without Cause/for Good Reason within 24 months, double‑trigger acceleration applies . Company states no single‑trigger CoC vesting/severance in its practices .
- Good Reason includes base pay reduction, material breach by the company, or material diminishment in duties (with cure rights) .
- Covenants: Non‑solicit of employees for two years post‑termination; other standard covenants apply .
- Clawback: Amended and Restated Clawback Policy (effective Oct 2, 2023) compliant with SEC/Nasdaq for restatement‑triggered recovery .
Estimated Potential Payments (as of Jan 3, 2025)
| Scenario | Cash Compensation | Benefits | RSUs (unvested FV) | PSUs (unvested FV) | Total |
|---|---|---|---|---|---|
| Death or Disability | $22,846 | $13,000 | — | — | $35,846 |
| Without Cause or for Good Reason (non‑CoC) | $616,846 | $13,000 | — | — | $629,846 |
| CoC: Awards not continued/assumed or termination within 24 months w/o Cause/for Good Reason | $616,846 | $13,000 | $461,812 | $930,956 | $2,022,614 |
Compensation Structure Analysis
- Mix and targets: Base salaries are set around market median; long‑term incentives delivered 50% PSUs/50% RSUs; CFO target annual bonus 75% of salary; RSUs vest ratably over three years .
- 2024 outcomes aligned to results: Company missed 2024 adjusted EBITDA threshold ($167M actual vs. $250M target), so annual cash bonuses paid at 0%; first one‑third of the 2024–2026 PSU cycle earned 0% (12.0% margin vs. 13.5% threshold) .
- Special award: 2024 “Revenue Growth Outperformance” equity award (time‑based design, no threshold/maximum) adds retention‑focused equity despite operating downturn .
- Governance practices: No single‑trigger CoC vesting/severance per policy, no excise tax gross‑ups, clawback policy in place, hedging prohibited, pledging restricted .
Multi‑Year Compensation (NEO Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | RSU Award ($) | PSU Award ($) | Revenue Growth Outperformance ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | 396,154 | — | 695,135 | 495,078 | — | 38,990 | 1,625,357 |
| 2024 | 593,154 | — | 595,038 | 595,002 | 600,011 | 85,547 | 2,468,752 |
All Other Compensation detail (2024): $75,197 perquisites and $10,350 401(k) match; perqs include executive car program ($23,795), temporary housing/relocation, and insurance premiums .
Performance & Track Record (company context during tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| Adjusted EBITDA ($) | 261,048,074 | 167,013,046 |
| Net Income ($) | 120,836,623 | 6,512,072 |
| TSR – Value of $100 Investment | 96.70 | 43.24 |
Pay‑for‑performance mechanics drove zero annual bonus and zero 2024 PSU tranche payout, indicating downside alignment in a challenging year .
Related Policies, Ownership, and Say‑on‑Pay
- Stock ownership and retention: CFO guideline 3x base; retain 50% of net shares until met; on track per policy .
- Hedging/pledging policy: Hedging prohibited; pledging only with prior approval (from designated officers including CFO or CLO). Note governance nuance that CFO is an approver for others under the policy .
- Say‑on‑Pay support: Approximately 90% support in May 2024; 5‑year average 94% .
Investment Implications
- Incentive alignment and downside risk: Zero cash bonus and zero 2024 PSU tranche payout demonstrate strong pay‑for‑performance alignment; PSU design tied to EBITDA margin through 2026 with payout in early 2027 increases long‑term operating leverage to execution improvements .
- Retention vs. selling pressure: Significant unvested RSUs (15,307) and PSUs (30,857 target) create retention hooks; 2024 vesting was modest (3,929 shares), and PSU under‑earnings reduce near‑term selling supply, though time‑based RSU vesting continues ratably over three years .
- Change‑in‑control protections: Double‑trigger equity acceleration if awards are assumed and employment terminates within 24 months post‑CoC; 1x salary severance ex‑CoC offers standard protection without outsized cash multiples, limiting parachute risk .
- Ownership alignment: Beneficial ownership is de minimis (<1%); stock ownership guideline (3x salary) and hold‑until‑met policy mitigate low outright ownership but alignment is still heavily reliant on at‑risk equity .
- Execution risk: 2024 EBITDA deterioration and net income compression (and TSR decline) highlight operational turnaround needs; compensation outcomes signal accountability but also underscore the importance of margin recovery to unlock PSU value .