Jean Hlay
FOX FACTORY HOLDINGAbout Jean Hlay
Jean H. Hlay, age 65, is an independent director at Fox Factory Holding Corp. (FOXF) serving since February 2019; she is the Chair of the Audit Committee, a member of the Compensation Committee, and is designated an “audit committee financial expert” under SEC rules . She was President and COO of MTD Products, Inc. (2009–2018), previously CFO of Crossville Rubber Products/Plastivax, and began her career at Price Waterhouse; she holds a B.S. in accounting from Bowling Green State University and is a CPA (inactive) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MTD Products, Inc. | President & Chief Operating Officer | 2009–2018 | Led global operations; value creation in consumer-branded manufacturing |
| MTD Products, Inc. | Director | 2002–2018 | Board leadership at global outdoor power equipment maker |
| Crossville Rubber Products/Plastivax, Inc. | Chief Financial Officer | N/A | Automotive supply; finance leadership |
| Price Waterhouse (PwC) | Early career | N/A | Accounting foundation |
| Outdoor Power Equipment Institute | Director | 2006–2018 | Industry oversight; sector expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pella Corp. | Director | Since 2012 | Windows/doors manufacturer (private) |
| Blain’s Supply | Director | Current | Retail (private) |
| Buckeye Corrugated Inc. | Director | Current | Packaging (private) |
| BCD Parent, Inc. (parent of American Trailer World) | Director | Current | Trailers; potential sector adjacency (private) |
Board Governance
- Committee leadership and independence: Hlay chairs the Audit Committee and serves on the Compensation Committee; FOXF’s three standing committees are composed solely of independent directors; the Board determined Hlay is independent under Nasdaq rules .
- Attendance and engagement: The Board met five times in FY2024, and all directors attended all Board and applicable committee meetings; five directors attended the 2024 Annual Meeting .
- Audit Committee activity and expertise: Audit Committee held four meetings in FY2024; members are financially literate, and Hlay (Chair) and Mendenhall are designated audit committee financial experts; the committee oversees ERM, internal control, compliance, cybersecurity, and auditor oversight .
- Risk oversight focus (2024): Revenue stability/customer diversification, market/technology adaptation, talent/workforce sustainability, cybersecurity/data protection, and regulatory compliance/global trade strategy were key areas of oversight .
- Stockholder votes (2025): Hlay was re-elected with 32,097,413 For, 513,376 Withheld, and 5,130,292 broker non-votes (virtual annual meeting on May 9, 2025) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Paid quarterly per policy |
| Audit Committee Chair retainer | $25,000 | Additional annual retainer |
| Compensation Committee member retainer | $10,000 | Additional annual retainer |
| Fees earned (FY2024 actual) | $113,750 | As reported for Hlay |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU (annual director grant) | May 3, 2024 | 3,677 | $160,000 | Vests immediately prior to the 2025 Annual Meeting; accelerated on death or change in control per plan |
Directors do not receive options or PSUs; the annual RSU award is time-based (not performance-conditioned) under the 2022 Omnibus Plan .
Other Directorships & Interlocks
- Public company boards: None disclosed; current outside directorships are private companies (Pella, Blain’s Supply, Buckeye Corrugated Inc., BCD Parent/ATW) .
- Related-party oversight: Nominating and Corporate Governance Committee reviews and approves related party transactions; FOXF disclosed that in FY2024 no related person transactions required Item 404 disclosure .
- Hedging/pledging: Hedging of FOXF stock is prohibited; pledging requires pre-approval from designated officers (policy referenced in 2024 Form 10-K exhibits) .
- Clawback: Amended and Restated Clawback Policy effective October 2, 2023, compliant with Exchange Act Rule 10D-1 and Nasdaq Listing Rule 5608 .
Expertise & Qualifications
- Financial and audit expertise: Designated audit committee financial expert; CPA (inactive) with CFO background .
- Manufacturing and operations: >25 years in consumer-branded manufacturing/distribution; global operations leadership; customer-centric philosophy .
- Governance and board experience: Long-tenured director across industrial/consumer private companies and industry association board .
Equity Ownership
| Metric | Value |
|---|---|
| Shares outstanding (Record Date: March 11, 2025) | 41,712,445 |
| Direct shares held by Hlay | 7,670 |
| Unvested RSUs vesting within 60 days of Record Date | 3,677 |
| Total beneficial ownership (shares) | 11,347 |
| Ownership as % of shares outstanding | Less than 1% |
| Director stock ownership guideline | 5× annual cash retainer; round to nearest 500 shares; retain ≥50% net shares until compliance |
| Compliance status per proxy | All directors met or on track within 5 years |
| Hedging prohibited; pledging requires pre-approval | Policy in Insider Trading Policy (10-K Exhibit reference) |
Governance Assessment
-
Signals supporting investor confidence:
- Strong shareholder support for re-election: Hlay received 32.1M For votes vs. 0.5M Withheld at the 2025 Annual Meeting .
- Robust independence and committee leadership: Independent director; Audit Chair; Compensation Committee member; Audit Committee financial expert designation .
- Full meeting attendance and active oversight: All directors attended Board/committee meetings; Audit Committee oversaw ERM, controls, cybersecurity, and auditor engagement .
- Ownership alignment: Director stock ownership guidelines (5× retainer; retention rules); hedging prohibited; pledging restricted .
-
Watch items and potential red flags:
- Say-on-Pay trajectory: 2024 “approximately 90%” approval noted in proxy ; 2025 advisory vote showed 21,709,089 For vs. 10,687,175 Against (214,525 abstain; 5,130,292 broker non-votes), indicating more mixed sentiment in 2025 .
- Interlocks/related-party: Hlay’s external boards are private and diversified; FOXF disclosed no related person transactions for FY2024 under Item 404, reducing direct conflict risk .
- Equity awards structure: Director pay is heavily time-based RSUs without performance link; alignment relies on ownership guidelines and market exposure rather than direct incentive metrics .
Appendix: Director Compensation (FY2024, as disclosed)
| Director | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Jean H. Hlay | $113,750 | $160,000 | $273,750 |
Appendix: 2025 Annual Meeting Voting (Selected items)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director – Jean H. Hlay | 32,097,413 | 513,376 | — | 5,130,292 |
| Ratify Grant Thornton LLP (FY2025 auditor) | 37,554,015 | 178,319 | 8,747 | — |
| Advisory Vote on Executive Compensation | 21,709,089 | 10,687,175 | 214,525 | 5,130,292 |