Ted Waitman

About Ted D. Waitman

Independent director of Fox Factory Holding Corp. since June 2013; age 75; currently serves on the Audit Committee and the Nominating and Corporate Governance Committee. Background spans executive leadership and board service at CPM Holdings Inc. (President & CEO since 1996; Director 2003–2020; advisory capacity through end of 2022), prior independent directorship at Compass Diversified Holdings (2006–2008), and leadership in industry associations. Holds a B.S. in industrial engineering from the University of Evansville; the Board has determined he is independent under Nasdaq rules, and he is deemed financially literate for Audit Committee service .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (Chair: Jean Hlay; 4 meetings in FY2024) and Nominating & Corporate Governance (NCG) Committee member (Chair: Thomas Duncan; 4 meetings in FY2024) .
• Independence: Board determined Waitman is independent under Nasdaq Listing Rules; all Board committees are composed entirely of independent directors .
• Audit Committee competencies: All members financially literate; Audit Committee financial experts designated as Hlay and Mendenhall (Waitman is not designated financial expert) .
• Attendance: Board held 5 meetings in FY2024; all directors attended all Board and applicable committee meetings for the periods served .
• Executive sessions: Independent directors meet in executive session; independent Board Chair structure in place .

Fixed Compensation

• Policy: Annual cash retainer $80,000 for non-employee directors; committee chair retainers—Audit $25,000, Compensation $17,500, NCG $17,500; committee membership retainers—Audit $10,000, Compensation $10,000, NCG $10,000; independent Chair of the Board receives an additional $90,000 cash retainer .
• FY2024 actual for Waitman: Cash fees earned $98,750; total compensation $258,750 .

Performance Compensation

• Equity: Annual RSU grant under 2022 Omnibus Plan; grants determined by dividing $160,000 by closing price on grant date; vest on the day immediately prior to the next Annual Meeting; accelerated vesting upon death or change in control; Board Chair/LID receives additional $15,000 in RSUs (not applicable to Waitman) .

No performance conditions are attached to director RSU grants; equity is time-vested to align interests and support retention .

Other Directorships & Interlocks

Expertise & Qualifications

• Industrial engineering degree; manufacturing industry leadership; corporate strategy and acquisitions; international expansion and operations expertise .
• Financially literate for Audit Committee service; Audit Committee oversight spans financial statements, compliance, cybersecurity, and internal audit .
• Board skills matrix highlights enterprise leadership and manufacturing/supply chain expertise in the Board’s overall composition (matrix summarized in proxy) .

Equity Ownership

• Beneficial ownership: 19,577 shares; less than 1% of outstanding .
• Shares outstanding reference for calculation: 41,712,445 as of March 11, 2025 .
• Stock ownership guidelines: Directors must hold FOXF stock equal to 5x the annual cash retainer; must retain at least 50% of net shares until in compliance; expected to meet within five years; as of proxy date, all covered executives and directors met requirements or were on track .
• Hedging prohibited; pledging requires pre-approval under Insider Trading Policy .

Governance Assessment

• Independence and committee effectiveness: Waitman is independent and contributes to two key oversight committees (Audit; NCG). Audit Committee confirms financial literacy; however, he is not designated as an “financial expert,” which concentrates financial expert designation in the chair and another member .
• Attendance and engagement: Full attendance across Board and committees in FY2024 indicates strong engagement; independent directors hold executive sessions, supporting robust oversight culture .
• Compensation and alignment: Director pay mix combines cash retainers with time-vested RSUs; RSU vesting tied to annual meeting promotes hold periods; ownership guidelines (5x cash retainer) and retention requirements strengthen alignment; Waitman holds 19,577 shares, with the company stating directors meet or are on track for guidelines .
• Shareholder sentiment signal: Say-on-Pay approved in 2025 with 21,709,089 For vs 10,687,175 Against (Abstain 214,525; Broker non-votes 5,130,292), indicating elevated dissent versus typical high approvals; Board-level compensation oversight (not Waitman personally) may face investor scrutiny. In 2024, Waitman’s re-election received 33,733,179 For vs 3,884,259 Withheld (Broker non-votes 1,861,780), reflecting solid support for his directorship .
• Conflicts/related-party exposure: No related person transactions requiring disclosure in FY2024; NCG Committee reviews and approves any related-party transactions per policy; clawback policy adopted Oct. 2, 2023, compliant with SEC/Nasdaq rules; hedging banned and pledging restricted—risk controls in place .
• RED FLAGS: None disclosed for Waitman specifically. No reported pledging or related-party transactions; attendance is strong; equity awards are standard time-vested RSUs for directors. Monitor broader Say-on-Pay opposition trend and any future changes in committee composition or independence .

Director Compensation (FY2024) – Summary

Shareholder Votes (Context)