Thomas Duncan
FOX FACTORY HOLDINGAbout Thomas E. Duncan
Independent director at Fox Factory Holding Corp. since July 2017 (age 60), Thomas E. Duncan serves as Chair of the Nominating and Corporate Governance Committee. He is currently President/CEO of Snaga LLC and brings 25+ years in manufacturing and consumer durables with strengths in brand development, scaling operations, direct marketing, and operational management; he holds a B.A. in Rhetoric (University of Virginia) and a Master of International Business (USC Darla Moore School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SDI LLC | Chief Executive Officer | Not disclosed | Led manufacturing/consumer durables operations |
| Positec Group (Rockwell, WORX) | Managing Board Member | Not disclosed | Global power tools/outdoor equipment operator; brand and growth strategy exposure |
| Robert Bosch Tool Corp. | Vice President | Jun 2001 – Sep 2003 | Leadership in tools segment |
| Vermont American Corp. (acquired by Bosch) | Vice President | Sep 1992 – Jun 2001 | Operations and marketing leadership |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Outdoor Power Equipment Institute (OPEI) | Director; Board Chair | Director Oct 2015 – Apr 2023; Chair 2021–2022 | Industry association leadership |
| Folks Center for International Business, USC Darla Moore School | Director | Since Sep 2016 | Academic governance role |
| Fast Growing Trees (SP FGT Holdings LLC) | Director | 2018 – 2021 | Private e-commerce company board |
- No other current public company directorships are disclosed in the proxy biography .
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; not listed on Audit or Compensation in 2024 .
- Independence: Board determined Mr. Duncan is independent under Nasdaq listing rules; all three standing committees comprise only independent directors .
- Attendance and engagement: Board held five meetings in FY2024; all directors attended 100% of Board and applicable committee meetings; Nominating & Corporate Governance Committee held four meetings in FY2024 under his chairmanship .
- Election status: Class III director; nominee for re-election at 2025 annual meeting for term through 2028 .
- Executive sessions and leadership: Independent Chair of the Board; independent directors meet in executive session after each Board meeting .
- Governance processes: Board/Committee annual self-evaluations led by Nominating & Corporate Governance; one-on-ones conducted and results discussed at Board and committee level .
- Director resignation policy: Adopted February 25, 2025; incumbent directors in uncontested elections must tender resignation if not receiving majority of votes cast .
- Related-party oversight and conflicts: Nominating & Corporate Governance Committee reviews all related party transactions; none required disclosure for FY2024 .
- Section 16 compliance: Company believes all directors complied with Section 16(a) filing requirements in FY2024 .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| FY2024 Fees Earned (Cash) – Thomas E. Duncan | $96,250 | |
| Policy: Annual cash retainer (non-employee director) | $80,000 | |
| Policy: Committee Chair retainer – Nominating & Corporate Governance | $17,500 | |
| Policy: Committee member retainer – Nominating & Corporate Governance | $10,000 | |
| Policy: Meeting fees | None disclosed; retainers used |
- Cash-only compensation is subject to Stock Ownership Guidelines (see Equity Ownership) .
Performance Compensation
| Equity Element (FY2024) | Grant Date | Shares/Value | Vesting/Terms |
|---|---|---|---|
| Annual RSU award (non-employee director policy) | May 3, 2024 | 3,677 RSUs; grant-date fair value $160,000 | Vests the day immediately prior to the 2025 Annual Meeting; accelerates on death or change in control; granted under 2022 Omnibus Plan . |
- Chair of the Board receives an incremental equity award (not applicable to Mr. Duncan) .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Indicator |
|---|---|---|---|
| OPEI (industry association) | Association | Director; Chair (2021–2022) | Industry network; no related-party transactions disclosed by FOX for FY2024 |
| Folks Center (USC) | Academic | Director | No related-party exposure disclosed |
| Fast Growing Trees (private) | Private company | Former Director (2018–2021) | Prior role; no related-party exposure disclosed |
- Compensation Committee Interlocks: None involving FOX executives in FY2024 per proxy disclosure .
Expertise & Qualifications
- Manufacturing/consumer durables leadership with track record in brand development, scaling operations, direct marketing, and operational management .
- Global business leadership; executive roles at Bosch/Positec; exposure to tools/outdoor equipment markets aligned with FOX’s end markets .
- Education: B.A. (University of Virginia); Master of International Business (USC Darla Moore) .
Equity Ownership
| Holder | Direct Shares | Unvested RSUs counted (vest within 60 days of 3/11/2025) | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Thomas E. Duncan | 8,559 | 3,677 | 12,236 | <1% |
- Stock Ownership Guidelines: Directors must hold FOXF stock equal to 5x annual cash retainer; must retain at least 50% of net shares until guideline met; company states all directors met or are on track within five years .
- Hedging/pledging: Hedging prohibited; pledging requires prior written approval from a designated officer .
Governance Assessment
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Positives:
- Independent, seasoned operator; chairs the committee overseeing board composition, governance policies, and related-party oversight, with full attendance reported at Board/committee level in FY2024 .
- Director pay emphasizes equity via annual RSUs with 1-year vest aligned to election cycle; clear, formulaic cash retainer structure; no meeting fees; robust ownership guidelines promote alignment .
- Strengthened shareholder-responsive practices in 2024–2025: ~90% Say-on-Pay support (May 2024) and adoption of majority-vote director resignation policy (Feb 2025) .
- No related-party transactions requiring disclosure in FY2024; Section 16 compliance affirmed .
-
Watch items:
- No current public company directorships disclosed, which can limit cross-industry boardroom signaling, though deep sector-relevant operating experience offsets this .
- Director equity is time-based RSUs (standard market practice), not performance-conditioned; alignment relies on ownership guidelines and equity value exposure rather than explicit performance metrics .
-
Overall: Governance profile supports investor confidence—independence, full attendance, clear ownership/hedging policies, and enhanced accountability via the resignation policy. No red flags (related-party dealings, Section 16 delinquencies, or pledging issues) were disclosed for FY2024 .