Fox Factory (NASDAQ: FOXF) adds new director and launches profitability-focused committee

Rhea-AI Filing Summary

Fox Factory Holding Corp. expanded its board of directors to eight members and appointed Alan L. Bazaar as a Class II director, effective February 13, 2026, under a previously announced Cooperation Agreement with Engine Capital L.P. and its affiliates. His term runs until the 2027 annual meeting of stockholders. The board also created a Transformation Committee to oversee management’s efforts on profitability, cost-cutting, and margin improvement, and named Bazaar to this committee as well as the Compensation and Nominating and Corporate Governance Committees. He will receive standard non-employee director compensation and benefits, pro-rated from his appointment date.

Insights

Corporate governance and activism analyst

Fox Factory adds an Engine Capital-backed director and forms a board committee focused on profitability and margins.

Fox Factory Holding Corp. is implementing terms of a Cooperation Agreement with Engine Capital L.P. by appointing Alan L. Bazaar to its board and expanding the board to eight members. His term extends to the 2027 annual meeting, giving Engine’s perspective a multi-year presence.

The new Transformation Committee is tasked with overseeing management’s work on profitability, cost-cutting, and margin improvement. This embeds a formal oversight structure for operational efficiency at the board level, alongside Bazaar’s roles on the Compensation and Nominating and Corporate Governance Committees.

The filing notes Bazaar’s compensation and benefits will match those of other non-employee directors on a pro-rated basis, and states there are no related-party transactions requiring disclosure. Subsequent company filings may provide more detail on any strategic or financial outcomes from the Transformation Committee’s oversight.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 13, 2026

Date of Report (date of earliest event reported)

Fox Factory Holding Corp.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-36040

26-1647258

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

2055 Sugarloaf Circle, Suite 300

Duluth, GA 30097

(Address of Principal Executive Offices) (Zip Code)

(831) 274-6500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock, par value $0.001 per share			FOXF			The NASDAQ Stock Market LLC
						(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the previously announced Cooperation Agreement (the “Cooperation Agreement”), dated as of February 8, 2026, by and among Fox Factory Holding Corp. (the “Company”) and Engine Capital L.P. and certain of its affiliates, on February 13, 2026, the board of directors of the Company (the “Board”) increased the size of the Board by one to consist of a total of eight directors, appointed Alan L. Bazaar as a Class II director, effective February 13, 2026, with a term expiring at the Company’s 2027 annual meeting of stockholders, and formed an advisory committee of the Board to oversee management’s efforts with respect to profitability, cost-cutting and margin improvement (the “Transformation Committee”).

In connection with Mr. Bazaar’s appointment to the Board, he was appointed to serve on the Board’s Compensation Committee, Nominating and Corporate Governance Committee, and the newly formed Transformation Committee. Other than as set forth in the Cooperation Agreement, there are no arrangements between Mr. Bazaar and any other person pursuant to which Mr. Bazaar was selected as a director of the Company. At this time, there are no transactions or relationships involving Mr. Bazaar that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Bazaar will receive the same director benefits for service as a member of the Board on the same basis, and as such may exist from time to time, as other non-employee directors, including, but not limited to (i) compensation for such director’s service as a director and reimbursement for such director’s out-of-pocket expenses, (ii) equity-based compensation grants and other benefits, and (iii) indemnification rights and directors’ and officers’ liability insurance coverage. Mr. Bazaar’s benefits and compensation will be pro-rated based on the date of his appointment.

The foregoing reference to the Cooperation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the complete text of the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K, filed by the Company with Securities and Exchange Commission on February 9, 2026 (File No. 001-36040), and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Fox Factory Holding Corp.

Date:

February 13, 2026

By:

/s/ Michael C. Dennison

Michael C. Dennison

Chief Executive Officer

FAQ

What board changes did Fox Factory Holding Corp. (FOXF) announce?

Fox Factory Holding Corp. expanded its board to eight directors and appointed Alan L. Bazaar as a Class II director. His term runs until the 2027 annual meeting, reflecting implementation of a Cooperation Agreement with Engine Capital L.P. and aligning governance with that arrangement.

Who is Alan L. Bazaar and what roles will he have at FOXF?

Alan L. Bazaar was appointed as a Class II director at Fox Factory Holding Corp. effective February 13, 2026. He will serve on the Compensation Committee, the Nominating and Corporate Governance Committee, and the newly formed Transformation Committee focused on profitability and margin improvement.

What is the Transformation Committee created by Fox Factory Holding Corp.?

Fox Factory Holding Corp. formed a Transformation Committee as an advisory committee of the board. It oversees management’s efforts on profitability, cost-cutting, and margin improvement, indicating structured board-level attention to operational efficiency and financial performance initiatives across the company.

How is Engine Capital L.P. involved with Fox Factory Holding Corp. (FOXF)?

Engine Capital L.P. and its affiliates are parties to a Cooperation Agreement with Fox Factory Holding Corp. Under this agreement, the board appointed Alan L. Bazaar as a director and created the Transformation Committee, formalizing aspects of the relationship between Engine Capital and the company’s board.

What compensation will Alan L. Bazaar receive as a FOXF director?

Alan L. Bazaar will receive the same benefits as other non-employee directors of Fox Factory Holding Corp. This includes director compensation, reimbursement of out-of-pocket expenses, potential equity-based grants, and indemnification and D&O insurance, all pro-rated from his February 13, 2026 appointment date.

Are there related-party transactions between Alan L. Bazaar and Fox Factory Holding Corp.?

The filing states there are no transactions or relationships involving Alan L. Bazaar that must be disclosed under Item 404(a) of Regulation S-K. This indicates no reportable related-party dealings in connection with his appointment to the board at this time.

Filing Exhibits & Attachments

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