Michael C. Dennison
GoProAbout Michael C. Dennison
Independent director nominee (age 57) proposed for election at GoPro’s June 3, 2025 Annual Meeting; designated to serve on the Audit Committee post‑meeting. Dennison is CEO of Fox Factory Holding Corp. (FOXF) and has held senior operating roles at Flex (electronics manufacturing), bringing deep consumer products, manufacturing, and supply chain expertise. The Board has affirmatively determined he is independent under SEC/Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fox Factory Holding Corp. (FOXF) | Chief Executive Officer | Jun 2019–present | CEO leadership of performance products manufacturer |
| Fox Factory Holding Corp. (FOXF) | President, Powered Vehicles Group | Aug 2018–Jun 2019 | Operating leadership, powered vehicles |
| Flex | President & Chief Marketing Officer | Jan–Aug 2018 | Global EMS leadership and go‑to‑market |
| Flex | President, Consumer Products Division | Feb 2012–Jan 2018 | Consumer hardware operations, supply chain |
| Flex | Vice President | Apr 1999–Feb 2012 | Various leadership roles |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Fox Factory Holding Corp. (NASDAQ: FOXF) | Director | Feb 2018–present | Yes |
| Fox Factory Holding Corp. (NASDAQ: FOXF) | Chief Executive Officer | Jun 2019–present | Yes |
| Solo Brands, Inc. (NYSE: DTC) | Director | Since 2022 | Yes |
| K&N Filters | Director & Chairman | Since 2024 | No (manufacturer of performance products) |
Board Governance
- Committee assignments: Post‑Annual Meeting, Audit Committee members will be Miguel A. Lopez (Chair), Michael C. Dennison, and Shaz Kahng; all members deemed independent and financially literate (Lopez designated audit committee financial expert).
- Independence: The Board determined Dennison (and other nominees) are independent under SEC/Nasdaq rules; no family relationships among directors/officers.
- Attendance: In 2024, the Board met 9 times; Audit 5, Compensation 6, Nominating 4; all directors met the ≥75% attendance threshold (Dennison not yet a director in 2024).
- Lead Independent Director: Tyrone Ahmad‑Taylor to serve as Lead Independent Director as of the 2025 Annual Meeting; independent director executive sessions are overseen by the Lead.
- Risk oversight: Audit Committee receives semi‑annual cybersecurity reviews; CISO provides updates and readiness assessments.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Paid quarterly in arrears |
| Lead Independent Director (additional) | $27,500 | Paid to Lead Independent Director |
| Audit Committee Chair (additional) | $25,000 | Committee chair premium |
| Audit Committee Member (additional) | $12,500 | For members other than chair (Dennison expected) |
| Compensation Committee Chair (additional) | $20,000 | Committee chair premium |
| Compensation Committee Member (additional) | $10,000 | For members other than chair |
| Nominating Committee Chair (additional) | $20,000 | Committee chair premium |
| Nominating Committee Member (additional) | $10,000 | For members other than chair |
| Perquisites | — | Non‑employee directors receive no other remuneration or perquisites; travel reimbursed |
Performance Compensation
| Equity Component | Amount/Structure | Grant Method | Vesting | Change‑in‑Control |
|---|---|---|---|---|
| Annual RSUs (Policy) | $135,000 | Converted using average closing price in last completed calendar month preceding grant | 25% each quarter; final 25% on earlier of next Annual Meeting or 1‑year anniversary | All RSUs accelerate and vest in full upon a “change in control” (single trigger) |
| Actual 2024 award to re‑elected directors | 80,992 RSUs; $120,678 grant‑date fair value | ASC 718 valuation | 25% quarterly; 40,496 RSUs unvested as of 12/31/2024; final vesting on 6/3/2025 | CIC acceleration under 2014 Plan |
| Performance Metric | Applies to Director Equity? | Details |
|---|---|---|
| Financial metrics (Revenue/EBITDA/TSR) | No | Director RSUs are time‑based; no performance conditions disclosed |
| ESG/Strategic metrics | No | Not disclosed for director awards |
| Clawback | Not specified for directors | Not disclosed in director compensation section |
Note: Directors appointed between Annual Meetings receive pro‑rated RSUs; cash retainers paid quarterly; equity awards granted under the 2024 Equity Incentive Plan effective Feb 15, 2024.
Other Directorships & Interlocks
- Public company boards: FOXF (CEO/director), Solo Brands (director). No disclosed related‑party transactions with GoPro since Jan 1, 2024; Audit Committee oversees related‑party approvals.
- Private boards: K&N Filters (chairman/director).
- Interlocks: Proxy discloses “Other Transactions: None” and no family relationships; no interlocks or business dealings triggering related‑party reporting are disclosed.
Expertise & Qualifications
- Executive/operator with ~20+ years in consumer hardware and manufacturing (Flex, FOXF); brings supply chain, product marketing, and operations expertise relevant to GoPro’s category.
- Financial literacy affirmed for Audit Committee service; Lopez designated as committee financial expert (not Dennison).
Equity Ownership
- Stock ownership guidelines: Non‑employee directors must achieve ownership valued at 5× the annual director retainer within five years of joining the Board.
- Hedging/pledging: Prohibited for directors and employees; no margin/monetization transactions allowed.
- Beneficial ownership: The March 31, 2025 security ownership tables list directors/NEOs and 5% holders; Dennison’s specific GoPro share ownership is not disclosed in the excerpts retrieved (as a 2025 nominee).
Governance Assessment
-
Strengths
- Independence and Audit Committee service support board oversight; cybersecurity oversight and semi‑annual reviews indicate robust risk governance.
- Clear director pay policy with annual benchmarking by independent consultant (Compensia); simple, transparent retainers and equity structure.
- No related‑party transactions and hedging/pledging ban support alignment and reduce conflict risk.
-
Watch items / potential red flags
- Single‑trigger change‑in‑control acceleration for director RSUs (full vesting on CIC) is less shareholder‑friendly than double‑trigger structures.
- Time‑based RSUs (no performance metrics) for directors may weaken explicit pay‑for‑performance linkage (common in director pay but notable for alignment analysis).
- Multiple concurrent commitments (FOXF CEO, two public boards, private chair role) raise potential time‑commitment considerations; the proxy does not flag overboarding but investors may monitor engagement.
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Signals for investor confidence
- Audit Committee refresh post‑meeting (new chair Lopez; Dennison and Kahng as members) suggests active board renewal and maintaining financial literacy.
- Lead Independent Director transition to Ahmad‑Taylor preserves independent leadership of executive sessions.