Dudley Mendenhall
FOX FACTORY HOLDINGAbout Dudley W. Mendenhall
Independent director since June 2013; currently Chair of the Board (first appointed Chair in 2017, re-appointed 2021) and member of the Audit and Compensation Committees; designated Audit Committee Financial Expert under SEC rules . Age 70 as of March 26, 2025; BA in Economics from Colorado College . Background includes public-company CFO roles (K2 Inc., Websense Inc., Solera Holdings) and Vice President, Strategy, Planning & Operations at Hewlett-Packard Co.; independent financial advisory consultant since July 2012 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett-Packard Co. | Vice President, Strategy, Planning and Operations (Office of Strategy & Technology) | Jan 2010 – Jul 2012 | Strategic planning and operations oversight |
| Solera Holdings Inc. | Chief Financial Officer | Mar 2009 – Aug 2010 | Public-company CFO; financial controls and growth |
| Websense Inc. | Chief Financial Officer | Sep 2007 – Mar 2009 | Public-company CFO; audit oversight |
| K2 Inc. | SVP Finance & Chief Financial Officer | Apr 2003 – Sep 2007 | International operations; manufacturing industry experience |
| Independent Consultant | Financial advisory services | Since Jul 2012 | Risk management and strategic planning expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 5.11, Inc. | Independent Director; Chair of Audit Committee | 2016 – 2023 | Led audit oversight at tactical apparel company |
- No current public company directorships disclosed in FOXF’s 2025 proxy .
Board Governance
- Board leadership: Independent Chair with defined responsibilities (agenda approval, executive sessions leadership, stockholder liaison) .
- Committee assignments: Member, Audit Committee and Compensation Committee; Audit Committee designated “financial expert” (Mendenhall and Hlay) .
- Independence: Board has six of seven independent directors; all committees composed solely of independent directors .
- Attendance: The Board held 5 meetings in FY2024; all directors attended all Board and their committee meetings; five directors attended the 2024 Annual Meeting .
- Board/Committee evaluations: Annual written questionnaires, one-on-ones with CLO, anonymized reports, and committee-led discussions; process reviewed yearly .
- Risk oversight: Audit Committee oversees ERM; 2024 focus included revenue stability/customer diversification, tech adaptation, talent, cybersecurity, regulatory/trade compliance .
- Related party transactions: None requiring disclosure in FY2024 .
Fixed Compensation (Director Pay Structure & Mendenhall FY2024)
| Component | Amount/Detail | Vesting/Notes |
|---|---|---|
| Annual cash retainer (Non-employee Director) | $80,000 | Paid quarterly |
| Chair of the Board cash retainer | $90,000 | Additional to base retainer |
| Committee member retainers | Audit $10,000; Compensation $10,000; Nominating & Governance $10,000 | Annual, per committee |
| Committee chair retainers | Audit $25,000; Compensation $17,500; Nominating & Governance $17,500 | Annual, per chair |
| Annual RSU grant (standard) | $160,000 divided by stock closing price on grant date | RSUs vest day immediately prior to next Annual Meeting; accelerated on death or change in control |
| Additional RSU for Chair/Lead Independent Director | $15,000 divided by stock closing price on grant date | Same vest terms as above |
| Mendenhall FY2024 cash fees | $188,750 | Reflects director and Chair retainers and committee fees |
| Mendenhall FY2024 stock awards | $175,000 | 4,022 RSUs granted May 3, 2024; vest immediately prior to 2025 Annual Meeting |
Director Compensation – Fiscal Year 2024 (Company Table)
| Name | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Dudley W. Mendenhall | $188,750 | $175,000 | $363,750 |
Year-over-year changes: Cash retainer increased from $75,000 (FY2023) to $80,000 (FY2024); equity grant increased from $150,000 to $160,000 for FY2024 .
Performance Compensation (Committee Oversight of Executive Pay Metrics)
| Incentive | Measure(s) | Threshold | Target | Max | Actual | 2024 Payout |
|---|---|---|---|---|---|---|
| 2024 Annual Cash Incentive (CEO 100%; other NEOs 75% + 25% individual) | Adjusted EBITDA ($mm) | $200 | $250 | $300 | $167 | 0% |
| 2024-2026 PSU (Year 1 portion) | 2024 Adjusted EBITDA Margin (%) | 13.50% | 15.70% | 18.00% | 12.00% | 0% |
| 2022-2024 PSU Cycle | 3-yr Avg ROIC (%) | 14.45% | 15.45% | 16.45% | 14.00% | 0% |
| 2022-2024 PSU Cycle | Cumulative Free Cash Flow ($mm) | $380 | $422 | $507 | $325 | 0% |
- Pay program best practices include stock ownership guidelines, clawback policy (Exchange Act 10D/Nasdaq 5608), independent consultant (Pay Governance), and no single-trigger equity vesting; no hedging; no repricing .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | None; no members were employees or officers, and no interlocks disclosed |
| Current external public boards | None disclosed for Mendenhall in 2025 proxy |
| Prior external role | Independent Director, Chair Audit Committee at 5.11, Inc. (2016–2023) |
Expertise & Qualifications
- Audit Committee Financial Expert; deep financial controls, reporting, and risk management experience from multiple public-company CFO roles .
- International operations and manufacturing industry experience relevant to FOXF’s global footprint .
- Leadership and strategic planning credentials suited to Chair responsibilities and oversight of enterprise risk .
Equity Ownership
| Ownership Component | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 14,522 | Less than 1% of class |
| Direct common shares | 10,500 | Held directly |
| Unvested RSUs (vest within 60 days of 3/11/2025) | 4,022 | Granted May 3, 2024 |
| Stock ownership guideline | 5x annual cash retainer for Directors; comply/target to meet within 5 years | |
| Hedging policy | Hedging transactions prohibited | |
| Pledging policy | Requires pre-approval from Designated Officers; no pledging disclosed in proxy |
Governance Assessment
- Strengths: Independent Board Chair; 100% independent committees; Audit Committee financial expertise; full attendance; robust self-evaluation; formal resignation policy for <majority votes in uncontested elections; clear stock ownership guidelines; hedging prohibited; related-party transactions none in FY2024 .
- Compensation oversight signals: Executive incentives tied to Adjusted EBITDA, EBITDA margin, ROIC, and FCF; no discretion applied to 2024 payouts; recent cycles paid 0% reflecting pay-for-performance alignment during downturn .
- Shareholder sentiment: 2025 Say‑on‑Pay approval 21,709,089 “For”, 10,687,175 “Against”, 214,525 “Abstain” (≈67% support), lower than ~90% in 2024; indicates heightened investor scrutiny of pay practices and performance alignment .
- Potential conflicts/red flags: None disclosed; no related-party transactions; no interlocks; pledging requires pre-approval and hedging prohibited. Monitor lower Say‑on‑Pay support as a governance risk indicator .
Say‑on‑Pay (FY2025 Vote Results)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 21,709,089 | 10,687,175 | 214,525 | 5,130,292 |
Committee Activity (FY2024)
| Committee | Meetings Held | Composition | Chair |
|---|---|---|---|
| Audit | 4 | Hlay, Mendenhall, Waitman (all independent; Hlay/Mendenhall = financial experts) | Jean H. Hlay |
| Compensation | 5 | Fetter, Hlay, Mendenhall, Johnson (all independent) | Elizabeth A. Fetter |
| Nominating & Corporate Governance | 4 | Duncan, Johnson, Waitman, Fetter (all independent) | Thomas E. Duncan |
Executive sessions of non‑employee directors are held after every Board meeting; Chair approves agendas and information flow .
Director Stock Grants (FY2024)
| Director | RSUs Granted | Grant Date | Vesting |
|---|---|---|---|
| Dudley W. Mendenhall (Chair) | 4,022 | May 3, 2024 | Immediately prior to 2025 Annual Meeting; accelerated on death/CoC |
Notes on Change‑of‑Control Treatment (Equity Plans)
- Under 2013 and 2022 Omnibus Plans, on qualifying Change in Control, outstanding awards not assumed may vest/become non‑forfeitable and performance goals deemed satisfied at target; if assumed and service continues, performance awards convert at target and continue per agreement; double‑trigger vesting if terminated without Cause/for Good Reason within 24 months post‑CoC .