Sidney Johnson
FOX FACTORY HOLDINGAbout Sidney Johnson
Sidney Johnson (age 63) is an independent director of Fox Factory Holding Corp. and has served on the Board since January 2021; he sits on both the Compensation Committee and the Nominating and Corporate Governance Committee . He brings over 25 years of operational excellence and global supply chain experience across technology, global mobility, and automotive manufacturing, most recently serving as Head of Procurement and Automotive Sourcing at Harman International; his career began at General Motors in 1988, followed by senior leadership at Delphi/Aptiv culminating as SVP, Global Supply Chain Management . Johnson holds a Bachelor’s in industrial engineering and technology from Central State University and a Master’s in industrial management from Wesleyan University in Indianapolis .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Harman International Industries, Inc. | Head of Procurement and Automotive Sourcing | Most recent role prior to FOXF directorship | Procurement leadership and OEM sourcing expertise |
| Aptiv (formerly Delphi) | Senior Vice President, Global Supply Chain Management | Spent over 25 years building supplier capabilities and global sourcing strategies | Operational efficiency, supplier diversity, cost efficiencies |
| Delphi | Purchasing Director | Joined in 2000 | Purchasing, sourcing leadership |
| General Motors | Various roles in operations, lean manufacturing, purchasing, quality | Began career in 1988 | Broad manufacturing and supply-chain foundation |
External Roles
| Organization | Role | Tenure/Notes | Impact |
|---|---|---|---|
| National Minority Supplier Development Council | Vice Chair, Board of Directors | Prior service | Supplier diversity leadership |
| International Trade Centre (WTO/UN joint agency) | Advisory Board Member | Prior service | Global trade and supply-chain policy perspective |
Board Governance
- Committee memberships: Compensation Committee member (Chair: Elizabeth A. Fetter); Nominating & Corporate Governance Committee member (Chair: Thomas E. Duncan) .
- Independence: Board determined Johnson is independent under Nasdaq Listing Rules .
- Board leadership: Independent Chair of the Board (Dudley W. Mendenhall); executive sessions of non-employee directors are held after every Board meeting .
- Attendance: In fiscal 2024 the Board held five meetings, and all directors attended all Board and applicable committee meetings during their service periods (100% attendance) .
- Policies: Board-level hedging prohibited; pledging requires prior written approval; Clawback Policy (effective Oct 2, 2023) compliant with Exchange Act Rule 10D-1 and Nasdaq Rule 5608; Nominating & Corporate Governance Committee oversees sustainability and governance guidelines .
| Committee | Role | Chair? | 2024 Meetings | Notes |
|---|---|---|---|---|
| Compensation | Member | No (Chair: Fetter) | 5 | Oversees executive & director pay; uses independent consultant Pay Governance; no interlocks or insider participation in 2024 |
| Nominating & Corporate Governance | Member | No (Chair: Duncan) | 4 | Board composition, independence, related-party review, governance policies, sustainability oversight |
Fixed Compensation
| Component | Amount (FY 2024) | Details |
|---|---|---|
| Cash fees | $98,750 | Annual director retainer policy: $80,000; committee member retainers: $10,000 each for Audit, Compensation, and Nominating & Corporate Governance; chairs receive additional retainers (Johnson is not a chair). Actual cash fees paid to Johnson totaled $98,750 . Policy retainers disclosed for context . |
| Equity awards (RSUs) | $160,000 | Annual RSU grant determined by dividing $160,000 by grant-date closing price; Johnson received 3,677 RSUs on May 3, 2024; RSUs vest on the day immediately prior to the next Annual Meeting, subject to accelerated vesting on death or change in control . |
| Total | $258,750 | Sum of cash fees and stock awards for fiscal year 2024 . |
| RSU Grant Detail (FY 2024) | Shares | Vesting | Grant Date | Grant-Date FV |
|---|---|---|---|---|
| Annual director RSU award | 3,677 | Vests immediately prior to 2025 Annual Meeting; accelerated on death or change in control | May 3, 2024 | $160,000 |
RSU mechanics for directors: time-based vesting, no performance conditions; awarded under the 2022 Omnibus Plan .
Performance Compensation
- Director equity awards are time-based RSUs; FOXF does not disclose performance metrics tied to non-employee director compensation (PSUs are used for officers, not directors) .
Other Directorships & Interlocks
| Category | Disclosed Roles |
|---|---|
| Current public company boards | None disclosed for Sidney Johnson in FOXF’s proxy . |
| Private/non-profit/academic boards | Vice Chair, NMSDC; Advisory Board Member, International Trade Centre (WTO/UN) . |
| Committee interlocks | Compensation Committee disclosed no interlocks or insider participation in 2024 . |
Expertise & Qualifications
- Deep logistics, procurement, and supply-chain management expertise across global ecosystems; relevant to FOXF’s focus on operational efficiency, supplier diversity, and risk management .
- Automotive sector experience (GM, Delphi/Aptiv, Harman) aligns with FOXF’s OEM and powered vehicle exposure .
- Governance and policy exposure via NMSDC and ITC advisory roles .
Equity Ownership
| Holder | Direct Shares | RSUs vesting ≤60 days of Record Date | Total Beneficial Ownership | % of Class | As of |
|---|---|---|---|---|---|
| Sidney Johnson | 4,446 | 3,677 | 8,123 | <1% | March 11, 2025 |
- Shares outstanding used for percentages: 41,712,445 common shares as of March 11, 2025 .
- Stock Ownership Guidelines: Directors must hold FOXF shares equal to 5× annual cash retainer and retain at least 50% of net shares until guideline met; expected to reach within five years; as of the proxy date, all directors met or were on target .
- Hedging prohibited; pledging requires prior written approval from designated officers; no pledging disclosures for Johnson; Section 16(a) compliance reported timely for all directors in fiscal 2024 .
Governance Assessment
- Strengths: Independent director with dual committee roles in Compensation and Nominating & Corporate Governance, bringing targeted supply-chain expertise to operational oversight . Board reported 100% attendance for Board and committee meetings in fiscal 2024, signaling active engagement . Clear director ownership guidelines and prohibition on hedging; pledging tightly controlled; Clawback Policy in place for incentive compensation awards to Board and officers . No related-party transactions requiring disclosure in 2024; Section 16(a) filings were timely, supporting governance hygiene .
- Pay structure: Director compensation balanced between cash retainer and time-based RSUs; Johnson’s FY2024 pay totaled $258,750 with $160,000 in RSUs, aligning director interests via equity but without performance conditions (typical for directors) .
- Shareholder signals: Say-on-Pay approval ~90% in May 2024 and a five-year average of 94% indicates investor support for compensation governance broadly; Compensation Committee uses independent consultant Pay Governance; no conflicts identified .
- Watch items: Director equity is solely time-based (no performance metrics), and Johnson’s extensive automotive OEM background creates theoretical exposure to industry conflicts; however, FOXF disclosed no related-party transactions in 2024 and maintains robust related-person transaction review by the Nominating & Corporate Governance Committee, mitigating risk of interlocks or conflicts .
RED FLAGS
- None disclosed specific to Sidney Johnson: no related-party transactions, no delinquent Section 16 filings, and no hedging; pledging not disclosed and would require pre-approval under policy .