Elizabeth Fetter
FOX FACTORY HOLDINGAbout Elizabeth A. Fetter
Elizabeth A. Fetter (age 66) has served as an independent director of Fox Factory Holding Corp. since June 2017; she currently chairs the Compensation Committee and sits on the Nominating & Corporate Governance Committee. She holds a B.A. in communications from Pennsylvania State University, an M.S. in industrial administration from Carnegie Mellon University (Tepper & Heinz Schools), and an Advanced Professional Director Certification from the American College of Corporate Directors; Women Inc. named her one of the Most Influential Corporate Board Directors in 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Symmetricom Inc. | President & CEO; Director | Apr 2013–Nov 2013 | Led company through acquisition by Microsemi Corp. |
| NxGen Modular LLC | President & CEO | 2011–2012 | Operational leadership in technology/real estate sectors |
| Jacent Technologies | President, CEO & Director | 2007 | CEO experience in technology |
| Quantum Corp. | Director | 2005–2013 | Public company board governance |
| Ikanos Corp. | Director | 2008–2009 | Semiconductor governance experience |
| Alliant International University | Trustee; Chair, Board of Trustees | 2004–2013 | Academic board leadership |
| Connexed Technologies Inc. | Director | 2004–2021 | Technology governance |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| McGrath RentCorp | Director | 2014–2024 | Public company directorship concluded in 2024 |
| Talend SA | Director | Jan 2020–Aug 2021 | Went private with Thoma Bravo in 2021 |
No current public company directorships beyond FOXF are disclosed in the 2025 proxy .
Board Governance
- Committee leadership and membership: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined Ms. Fetter is independent under Nasdaq Listing Rules .
- Attendance: In FY2024, the Board held five meetings; all directors attended all Board and committee meetings on which they served, indicating full attendance for Fetter as well .
- Executive sessions and board leadership: Board committees comprised solely of independent directors; Chair of the Board is independent .
- Shareholder signals: Say-on-pay support was approximately 90% in May 2024 (5-year average 94%) .
Fixed Compensation
| Component | FY2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $80,000 | Non-employee director cash retainer policy |
| Committee chair retainer (Compensation) | $17,500 | Additional annual retainer for Compensation Chair |
| Committee membership retainers | $10,000 per committee | For Nominating & Corporate Governance membership |
| Fees earned or paid in cash (actual) | $106,250 | Fetter’s FY2024 cash fees |
| Total director compensation (cash + equity, actual) | $266,250 | Cash $106,250 + Stock Awards $160,000 |
Policy note: Directors affiliated with 5%+ shareholders are ineligible for cash/equity compensation (not applicable to Fetter) .
Performance Compensation
| Equity Award | Grant Date | Shares | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual) | May 3, 2024 | 3,677 | Vest the day before the 2025 Annual Meeting | Accelerated vesting on death or change in control; granted under 2022 Omnibus Plan |
Director equity awards are time-based RSUs; no director-specific performance metrics are disclosed for equity vesting .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member was an employee/officer, and no relationships requiring Item 404 disclosure .
- Related-party transactions: None requiring disclosure in FY2024; Nominating & Corporate Governance Committee oversees related-party approvals .
Expertise & Qualifications
- Decades of public/private board experience; CEO roles at three companies (startup to $5B revenue) .
- Sector breadth: technology, telecommunications, real estate, financial sectors .
- Recognitions and credentials: Advanced Professional Director Certification; Women Inc. recognition (2019) .
- Committee-relevant skills: Human capital management and compensation oversight (Compensation Chair) .
Equity Ownership
| Category | Shares |
|---|---|
| Directly owned | 4,196 |
| Unvested RSUs vesting within 60 days of record date (Mar 11, 2025) | 3,677 |
| Total beneficial ownership | 7,873 |
| Ownership as % of outstanding shares (41,712,445) | Less than 1% |
- Stock Ownership Guidelines for directors: 5x annual cash retainer (rounded to nearest 500 shares); must retain at least 50% of net shares until guideline met; all directors met or were on track within 5 years as of the proxy .
- Hedging/pledging policy: Hedging prohibited; pledging requires pre-approval by designated officers; prior approval required for margin/pledge activity per policy note to directors/officers .
Insider Filings Compliance
| Item | Status |
|---|---|
| Section 16(a) filings (FY2024) | Directors and officers complied on a timely basis; no delinquent reports |
Governance Assessment
- Board effectiveness: Fetter’s leadership as Compensation Committee Chair is central to FOXF’s pay-for-performance architecture (committee met five times in FY2024, uses independent consultant Pay Governance, and aligns incentives to adjusted EBITDA, EBITDA margin, ROIC, and FCF) .
- Independence and engagement: Independent status, full meeting attendance, and active service across governance and compensation oversight support investor confidence .
- Alignment and safeguards: Strong director ownership guidelines; clawback policy adopted Oct 2, 2023; hedging prohibited; pledging tightly controlled; no related-party transactions in FY2024 .
- Shareholder responsiveness: 90% say-on-pay support in 2024; expanded disclosures and adoption of director resignation policy (majority vote standard for incumbents) show responsiveness to investor feedback .
- Potential conflicts or red flags: None disclosed—no related-party transactions, no compensation committee interlocks, and no delinquent Section 16 filings; no pledging reported; director equity is time-based RSUs, not options or performance-modified awards, limiting pay risk .
Overall signal: Fetter’s role and record indicate robust governance oversight with high attendance, clear independence, and strong alignment frameworks (ownership guidelines and clawback), contributing positively to board effectiveness and investor confidence .