DEF 14A of Johnson Outdoors Inc
Filed Jan 7, 2022 · FY20210001140361-22-000881
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| | | | | Committee Memberships | | | | | Nominee | Age | Director Since | Independent | A | C | E | NCGC | | Class A | | | | | | | | | John M. Fahey, Jr. | 70 | 2001 | ✔ | | ✔ | | C | | William (“Bill”) D. Perez | 74 | 2018 | ✔ | ✔ | | | | | Paul G. Alexander | 61 | 2021 | ✔ | | | | ✔ | | Class B | | | | | | | | | Helen P. Johnson-Leipold | 65 | 1994 | | | | ✔ | | | Katherine Button Bell | 63 | 2014 | ✔ | | ✔ | | ✔ | | Edward Stevens | 53 | 2016 | ✔ | ✔ | | | ✔ | | Edward F. Lang | 59 | 2006 | ✔ | C | | | ✔ | | Richard (“Casey”) Sheahan | 66 | 2014 | ✔ | | ✔ | | ✔ | | Liliann Annie Zipfel | 53 | 2021 | ✔ | | ✔ | | |
DIRECTOR NOMINEES
| A | Audit Committee |
DIRECTOR NOMINEES
| C | Compensation Committee |
DIRECTOR NOMINEES
| E | Executive Committee |
DIRECTOR NOMINEES
| NCGC | Nominating & Corporate Governance Committee |
DIRECTOR NOMINEES
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SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Helen P. Johnson-Leipold, Chairman and Chief Executive Officer | 2021 | $804,473 | $108,604 | $999,969 | $1,230,844 | $87,811 | $3,231,701 | | | 2020 | $777,992 | $93,736 | $1,000,021 | $1,043,807 | $60,449 | $2,976,005 | | | 2019 | $754,120 | $50,903 | $1,000,023 | $703,820 | $80,653 | $2,589,519 | | David W. Johnson, Vice President and Chief Financial Officer | 2021 | $422,289 | $38,323 | $499,940 | $394,840 | $38,314 | $1,393,706 | | | 2020 | $409,610 | $33,877 | $425,023 | $335,852 | $40,920 | $1,245,282 | | | 2019 | $396,292 | $27,790 | $349,958 | $226,025 | $42,209 | $1,042,274 |
SUMMARY COMPENSATION TABLE
For more information, visit page 34.
SUMMARY COMPENSATION TABLE
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PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Nine directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders or until their respective successors have been duly elected. The Company’s Articles of Incorporation provide that holders of the Company’s Class A common stock have the right to elect 25 percent, or the next highest whole number, of the authorized number of directors and the holders of the Company’s Class B common stock are entitled to elect the remaining directors. At the Annual Meeting, holders of Class A common stock will be entitled to elect three directors and holders of Class B common stock will be entitled to elect six directors. John M. Fahey, Jr., William (“Bill”) D. Perez, and Paul G. Alexander (the “Class A Directors”) are the Board nominees designated to be voted on by the holders of Class A common stock, and Helen P. Johnson-Leipold, Katherine Button Bell, Edward F. Lang, Richard (“Casey”) Sheahan, Edward Stevens, and Liliann Annie Zipfel (the “Class B Directors”) are the Board nominees designated to be voted on by the holders of Class B common stock. As indicated below, the individuals nominated by our Board of Directors are all incumbent directors. Properly completed proxies (whether by Internet, telephone or mail) received from holders of Class A common stock will, unless otherwise directed, be voted for the three nominee Class A Directors and properly completed proxies (whether by Internet, telephone or mail) received from holders of Class B common stock will, unless otherwise directed, be voted for the six nominee Class B Directors. Proxies of holders of Class A common stock cannot be voted for more than three persons and proxies of holders of Class B common stock cannot be voted for more than six persons. Class A Directors are elected by a plurality of the votes cast by the holders of Class A common stock and Class B Directors are elected by a plurality of the votes cast by the holders of Class B common stock, in each case assuming a quorum is present at the Annual Meeting. “Plurality” means that the individuals who receive the largest number of votes cast by holders of the class of common stock entitled to vote in the election of such directors are elected as directors up to the maximum number of directors to be chosen at the Annual Meeting by such class. Consequently, the nine directors receiving the most votes, taking into account the Company’s two class voting structure, will be elected to the Board of Directors. Thomas F. Pyle, Jr., Vice Chairman of our Board of Directors, will not be standing for re-election at the Annual Meeting. Mr. Pyle has served as one of our directors since 1987 and he is the current chairman of our Compensation Committee and a member of our Audit and Executive Committees. Mr. Pyle’s service on each of these Board committees will end in connection with the Annual Meeting. We want to thank Mr. Pyle for his many years of dedicated service and his passion for Johnson Outdoors. His wise leadership has had an untold number of contributions to our organization that are invaluable and greatly appreciated. We are a better Company because of Mr. Pyle’s service.
Director Qualifications
Director Qualifications The following table provides information as of the date of this Proxy Statement about each nominee for election to the Board of Directors at the Annual Meeting. The Company anticipates the nominees for election as directors will be candidates when the election is held. However, if any of the nominees should be unable or unwilling to serve, the proxies, pursuant to the authority granted to them by the Board of Directors and taking into account our two class voting structure, will have discretionary authority to select and vote for substituted nominees (except where the proxy withholds authority with respect to the election of directors). The information presented includes information each nominee or director has given the Company about his or her age, his or her principal occupation and business experience for at least the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. The Nominating and Corporate Governance Committee regularly evaluates the mix of experience, qualifications, attributes and skills of the Company’s directors using a matrix of areas that the Committee considers important for the Company’s business and its strategic objectives. In addition to the information presented below regarding the nominee’s specific experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee to the conclusion that the nominee should serve as a director, the Nominating and Corporate Governance Committee also considered the qualifications and criteria described below under “Corporate Governance Matters – Director Nominations” with the objective of creating a complementary mix of directors. Moreover, additional information regarding Board diversity is set forth below under “Corporate Governance Matters – Board Diversity and Disclosure.”
Director Qualifications
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Class A Directors
Class A Directors
Class A Directors
| Paul G. Alexander | | | Age: 61 Director Since: 2021 | Chief Marketing Officer for the Boston University Questrom School of Business. He is responsible for the design, execution and assessment of marketing and communications strategies and plans that build Questrom’s global visibility and brand reputation in support of the Business School’s strategic goals. Prior to joining Questrom, Mr. Alexander was the Chief Marketing and Communications Officer of Eastern Bank based in Boston, Massachusetts from 2015 to June 2021. Before Eastern Bank, Mr. Alexander served as Executive Vice President and Chief Communications Officer for Liberty Mutual Insurance, where he held responsibility for all corporate brand marketing, advertising, communications, public relations, meeting management and event strategy, and major sports sponsorships. Previously, he was Vice President of Global Advertising and Design for the Campbell Soup Company. Prior to Campbell’s, he spent fifteen years at Procter and Gamble as a Director of Advertising Development and a Brand Manager. Mr. Alexander is currently on the Board of Directors of Skyword, a content marketing software and services company. He is a Board member of the Ad Club of Boston and is also on the Executive Committee of the Board of the Association of National Advertisers (ANA), the largest marketing trade association in the U.S., where he serves as Treasurer and Chair of the Finance Committee. Mr. Alexander’s extensive experience in branding, marketing, communications, strategy, along with his general business skills, led to the determination that he should serve as a director. |
Class A Directors
| John M. Fahey, Jr. | | | Age: 70 Director Since: 2001 | Non-Executive Chairman of the Board of Directors of Time Inc., from June 28, 2017 to April 2018, previously serving as Lead Independent Director. Retired as Chairman of the National Geographic Society, a nonprofit scientific and educational organization, in 2016; served as its CEO from 1998 through 2013. President of the National Geographic Society from 1998 to December 2010. Regent of the Smithsonian Institution and Director of Lindblad Expeditions Holdings. The skills and experience acquired by Mr. Fahey through these positions, which led to the conclusion that he should serve as a director, include leadership, strategic planning, international business, corporate transactions and enterprise risk management, together with familiarity with several of the Company’s markets and industries. |
Class A Directors
| William (“Bill”) D. Perez | | | Age: 74 Director Since: 2018 | Founder of FamGen, a professional services firm specializing in consulting for family owned businesses on all matters from strategy and planning to growth and global expansion. Mr. Perez was formerly with Greenhill & Co. Inc., an investment banking firm, after serving as a Senior Advisor for seven years. He retired as President and Chief Executive Officer for the Wm. Wrigley Jr. Company in December 2008. Before joining the Wrigley Company, he served as President and Chief Executive Officer of Nike, Inc. And, prior to that, Mr. Perez spent 34 years with S.C. Johnson, including eight years as President and Chief Executive Officer. Member of the Board of Directors for Northwestern Memorial Hospital from 2009 to 2021 and current Lifetime Trustee of Northwestern Medicine. He currently serves on the Board of Trustees and Executive Committee of Naples Community Hospital. Mr. Perez was formerly a director with Johnson & Johnson from June 2007 to April 2020, and Whirlpool Corporation from December 2009 to April 2020. In addition, he is a Presidential Counselor at Cornell University. Mr. Perez’s experience provides him with an extensive background in corporate transactions, international business, operations and manufacturing, financial matters, strategic planning, and brand marketing, all of which led to the conclusion that he should serve as a director. |
Class A Directors
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Class B Directors
Class B Directors
Class B Directors
| Helen P. Johnson-Leipold | | | Age: 65 Director Since: 1994 | Chairman and Chief Executive Officer of the Company since 1999. Chairman and Director of Johnson Bank and Johnson Financial Group, Inc., Director of S.C. Johnson, a global manufacturer of household consumer products. Chairman of The Johnson Foundation at Wingspread and its Board of Trustees. These experiences, along with 15 years in various executive positions at S.C. Johnson & Son, Inc. and 8 years at Foote, Cone & Belding Advertising, have provided Ms. Johnson-Leipold with extensive leadership and management experience; including, strategic planning, marketing, new product development, market research, operations, manufacturing, corporate communication, corporate transactions, international business, as well as a deep knowledge of the Company’s industry, businesses and strategic evolution, all of which led to the determination that she is particularly qualified to serve as a director. |
Class B Directors
| Liliann Annie Zipfel | | | Age: 53 Director Since: 2021 | Senior Vice President and Chief Marketing Officer at Andersen Corporation since 2018. In this role, Ms. Zipfel is responsible for enterprise brand management, all digital, web, social media, product management, customer insight and analytics, and specialty business portfolio. Ms. Zipfel has spent her career in marketing serving in a variety of leadership roles in retail and consumer goods organizations. Prior to her role at Andersen Corporation, Ms. Zipfel served as Starbucks’ Global Vice President of Category and Brand for the Roastery and Reserve brands from 2015 to 2018, the company’s premium and flagship segments. Prior to this role, Ms. Zipfel held marketing leadership positions at REI, Target Corporation and General Mills. Ms. Zipfel’s extensive experience in marketing, customer insights and analytics, digital strategy, retail and ecommerce, along with her business strategy skills, led to the determination that she should serve as a director. |
Class B Directors
| Katherine Button Bell | | | Age: 63 Director Since: 2014 | Senior Vice President and Chief Marketing Officer of Emerson Electric Co. since 1999. In 2016, she was appointed to Emerson’s Office of the Chief Executive. Past Director and member of the Compensation Committee of Sally Beauty Holdings. Director of the Board of Business Marketing Association from 2010 to 2017, Chairwoman for 2013 to 2014, and Vice Chairwoman from 2012 to 2013. Inducted into the ANA Business Association Marketing Hall of Fame in 2018. Serves on the Foundation Board of St. Louis Children’s Hospital. Ms. Button Bell previously served as President of Button Brand Development, a strategic marketing consulting firm, and held senior marketing positions at Converse Inc. and Wilson Sporting Goods. Ms. Button Bell’s expertise in global marketing, digital strategy and market research, as well as her outdoor industry experience, led to the determination that she should serve as a director. |
Class B Directors
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Class B Directors
| Edward Stevens | | | Age: 53 Director Since: 2016 | Founder and Chief Executive Officer of Preciate, Inc., an enterprise virtual communication platform, since July 2017. Chairman of the Board for Demand Q, a software-based peak demand energy solution since March 2018. Strategic Board Advisor for KIBO Software, Inc., an eCommerce platform from November, 2016 to October, 2017, and Chief Operating Officer of KIBO from December 2015 to November 2016. Founder and Chief Executive Officer of Shopatron, a leading provider of cloud-based, eCommerce order management systems from 2001 to 2015. Mr. Stevens’ extensive experience in digital strategy, ecommerce, and omni-channel distribution, along with his international business strategy skills, led to the determination that he should serve as a director. |
Class B Directors
| Edward F. Lang | | | Age: 59 Director Since: 2006 | Senior Vice President and Chief Financial Officer of the New Orleans Saints, a National Football League team, and the New Orleans Pelicans, a National Basketball Association team, since 2012. President of Business Operations and Alternate Governor of the Nashville Predators, a National Hockey League team, from 2007 to 2010. Executive Vice President of Finance and Administration and Chief Financial Officer of the Nashville Predators from 2004 until 2007 and Senior Vice President and Chief Financial Officer of the Nashville Predators from 1997 until 2003. Mr. Lang has broad experience in financial matters, accounting and auditing from his activities as a chief financial officer, together with experience in corporate transactions, operations and enterprise risk management. Mr. Lang also has experience in leisure industries and consumer products. This broad financial and other business experience led to the conclusion that he should serve as a director. |
Class B Directors
| Richard (“Casey”) Sheahan | | | Age: 66 Director Since: 2014 | Chief Executive Officer of Simms Fishing Products LLC, a company engaged in the manufacturing, marketing and sale of fishing related products for anglers to stay dry and protected from the elements, beginning on November 1, 2017. President of Keen Footwear, a company engaged in the business of the marketing, sale and distribution of footwear, from October 1, 2016 to October 31st, 2017. President and CEO of Patagonia, Inc. and Lost Arrow Corporation from 2005 to 2014. Director and member of the Executive Committee of the Outdoor Industry Association from 2009 to 2014. Mr. Sheahan previously held senior leadership and marketing positions at Kelty, Inc., Wolverine Worldwide, Inc., Merrell Outdoor Division and Nike, Inc., and served in a variety of senior positions with several outdoor-oriented publications. Mr. Sheahan’s extensive experience in the outdoor industry, along with his skills in marketing, leadership and sustainable business practices led to the determination that he should serve as a director. |
Class B Directors
| The Company’s Board of Directors recommends that shareholders vote “FOR” the election of each nominee listed above as a director of Johnson Outdoors Inc. |
Class B Directors
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Summary Compensation Table
Summary Compensation Table The following table provides information for fiscal 2021, 2020, and 2019 concerning the compensation paid by Johnson Outdoors to the individual who served as our principal executive officer during fiscal 2021 and the person who served as our principal financial officer in fiscal 2021. We refer to these two executive officers as our NEOs in this Proxy Statement.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary | Bonus(1) | Stock Awards(2) | Non-Equity Incentive Plan Comp.(3) | All Other Comp.(4) | Total | | Helen P. Johnson-Leipold Chairman and Chief Executive Officer | 2021 | $804,473 | $108,604 | $999,969 | $1,230,844 | $87,811 | $3,231,701 | | | 2020 | $777,992 | $93,736 | $1,000,021 | $1,043,807 | $60,449 | $2,976,005 | | | 2019 | $754,120 | $50,903 | $1,000,023 | $703,820 | $80,653 | $2,589,519 | | David W. Johnson, Vice President and Chief Financial Officer | 2021 | $422,289 | $38,323 | $499,940 | $394,840 | $38,314 | $1,393,706 | | | 2020 | $409,610 | $33,877 | $425,023 | $335,852 | $40,920 | $1,245,282 | | | 2019 | $396,292 | $27,790 | $349,958 | $226,025 | $42,209 | $1,042,274 |
Summary Compensation Table
| (1) The named executive officers are eligible to receive annual incentive cash bonuses under the Cash Bonus Plan. The award of annual incentive cash bonuses under the Cash Bonus Plan is generally comprised of two components. The first component is based on the executive achieving pre-established individual objectives. The second component is based on the Company achieving specified financial performance measures. The amounts in this column reflect the individual objectives component of the named executive officer’s annual bonus under the Cash Bonus Plan. The second component based on the Company achieving specified financial performance measures is included in the column under the heading “Non-equity Incentive Plan Comp.”, and described in more detail in footnote (3) below. |
Summary Compensation Table
See “Components of Executive Compensation – Annual Cash Incentives” for additional information regarding bonus payouts under this component of our compensation program. The target bonus amounts for 2021, 2020, and 2019, for Ms. Johnson-Leipold were $724,026, $726,633, and $678,708 and for Mr. Johnson were $232,259, $233,799, and $217,961 respectively.
Summary Compensation Table
| (2) The amounts in this column reflect the dollar value of long-term equity based compensation awards pursuant to the Stock Incentive Plan granted during the fiscal years indicated in the table. These amounts for each of fiscal 2021, 2020, and 2019 equal the fair value of restricted stock units or shares of restricted stock computed in accordance with FASB Accounting Standards Codification Topic 718-10 on the date the restricted stock units or shares of restricted stock were granted. Assumptions used in the calculation of the grant date fair value are included under the caption “Stock Ownership Plans” in the Notes to the Company’s Consolidated Financial Statements in the fiscal 2021 Annual Report on Form 10-K filed with the SEC on December 10, 2021 and such information is incorporated herein by reference. With respect to fiscal 2021, the Company awarded Mr. Johnson 2,825 shares of restricted stock on December 8, 2020. Additionally, Ms. Johnson-Leipold and Mr. Johnson were granted 11,301 and 2,825 respectively, performance-based restricted stock units on December 8, 2020. The table above includes the value of restricted stock units on the grant date based upon the probable outcome of the performance conditions as reasonably determined by the Company. The grant date fair value of each performance-based restricted stock unit award assuming the highest level of performance was achieved over the performance period (i.e., the maximum amount) would equal $1,500,000 and $375,000 for Ms. Johnson-Leipold and Mr. Johnson, respectively. |
Summary Compensation Table
| (3) This column includes the dollar value of all amounts earned by the named executive officers under our Cash Bonus Plan which are based upon the specified Company financial component for the applicable fiscal year. For fiscal 2021, 2020, and 2019 both of the Company’s financial performance measures were exceeded and, therefore, payout amounts are included in this column. See “Components of Executive Compensation – Annual Cash Incentives” for additional information regarding bonus payouts under this component of our compensation program. |
Summary Compensation Table
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Summary Compensation Table
| (4) The table below shows the components of this column, which include an approved match for each named executive officer’s 401(k) plan contributions, approved contributions credited to the individual’s qualified retirement plan, approved contributions to the individual’s non-qualified retirement plan account and perquisites provided to each individual for fiscal 2021, 2020, and 2019, respectively. |
Summary Compensation Table
| Name | Fiscal Year | 401(k) Match | Qualified Plan Contributions | Non-Qualified Plan Contributions | Perquisites(a) | Total “All Other Compensation” | | Helen P. Johnson-Leipold | 2021 | $7,484 | $14,250 | $57,577 | $8,500 | $87,811 | | | 2020 | $7,385 | $11,200 | $41,864 | $— | $60,449 | | | 2019 | $8,184 | $11,200 | $52,769 | $8,500 | $80,653 | | David W. Johnson | 2021 | $7,358 | $14,250 | $16,706 | $— | $38,314 | | | 2020 | $8,250 | $11,200 | $12,398 | $9,072 | $40,920 | | | 2019 | $8,194 | $11,200 | $15,603 | $7,212 | $42,209 |
Summary Compensation Table
| (a) Perquisites consist of reimbursements made to the named executive officer under the Executive Flexible Spending Account Plan for personal financial planning services, for purchases of office equipment for business needs and/or for certain association membership dues. Ms. Johnson-Leipold is allowed reimbursements of up to $8,500 per calendar year for covered expenses. Mr. Johnson is allowed reimbursements of up to $7,000 per calendar year for covered expenses. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding all incentive plan awards that were granted to the named executive officers during fiscal 2021 including equity-based, non-equity based and other plan-based awards. Disclosure on a separate line item is provided for each grant made to a named executive officer during the fiscal year. Non-equity incentive plan awards are awards that are not subject to FASB Accounting Standards Codification Topic 718 and are intended to serve as an incentive for performance to occur over a specified period, and include performance bonus awards under the Cash Bonus Plan. Equity incentive plan awards include the service-based award to our CFO and the performance-based restricted stock units awarded to each NEO under the Stock Incentive Plan and are awards subject to a performance condition or a market condition as those terms are defined by FASB Accounting Standards Codification Topic 718. We did not grant any stock options during fiscal 2021.
Grants of Plan-Based Awards
| | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($ value(1)) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (number of shares(2)) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option Awards(4) | | Name | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Helen P. Johnson-Leipold | — | $181,007 | $724,026 | $1,448,052 | — | — | — | — | — | | | 12/8/20 | — | — | — | 5,651 | 11,301 | 16,952 | — | $999,969 | | David W. Johnson | 12/8/20 | — | — | — | — | — | — | 2,825(3) | $249,970 | | | — | $58,065 | $232,259 | $464,518 | — | — | — | — | — | | | 12/8/20 | — | — | — | 1,413 | 2,825 | 4,238 | — | $249,970 |
Grants of Plan-Based Awards
| 1. | These amounts show the range of payouts targeted for fiscal 2021 performance under the Cash Bonus Plan as described in the section of this Proxy Statement titled “Compensation Discussion and Analysis.” The Cash Bonus Plan entitles participants to earn bonus awards based upon Company financial performance and the participant’s individual objectives for a given fiscal year. The targeted bonus amounts are equal to a percentage of the named executive officer’s base salary. The target was set at 90% of the base salary for Ms. Johnson-Leipold and 55% of the base salary for Mr. Johnson for fiscal 2021. For both the individual objectives component and the Company financial performance component of our annual bonus under the Cash Bonus Plan, the eligible bonus can be paid out from 0-200% of the target bonus amount for that component. The target eligible bonus amounts for fiscal 2021 are set in the table above and represent the aggregate target under both the Company performance component and the individual objectives component. If either or both components are met at targeted performance levels, the payout equals 100% of the eligible bonus for such component. A participant may earn up to a maximum of 200% of the target bonus amount if the Company performance component is met at 160% of goal. A participant may earn a minimum of 25% of the target bonus amount if the Company performance component reaches 70% of the goal. The amount under the column “Maximum” is limited to 200% of the target bonus award. See the following sections for additional information: “Summary Compensation Table” and “Compensation Discussion and Analysis.” |
Grants of Plan-Based Awards
| 2. | These awards were issued under the 2020 Stock Incentive Plan and consisted of an award of performance-based restricted stock units tied to achievement of certain Company financial objectives to be measured over a three-year performance period. For fiscal 2021, see |
Grants of Plan-Based Awards
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Grants of Plan-Based Awards
“Components of Executive Compensation –Equity Based Compensation” for additional information regarding award term, conditions and payouts under these performance-based restricted stock units issued to the named executive officers during fiscal 2021. The number of performance-based restricted stock units at target was determined using a grant date share price of $88.485 and resulted in a target grant of 11,301 units for Ms. Johnson-Leipold and 2,825 units for Mr. Johnson. The actual number of shares tied to the performance-based awards to be earned, if any, will be determined based on performance over the fiscal 2021-2023 period. The threshold number of shares equals 50% of the target number of shares and the maximum number of shares equals 150% of the target number of shares.
Grants of Plan-Based Awards
| 3. | The service-based restricted stock award was granted on December 8, 2020 and vests on December 8, 2024, the fourth anniversary of the grant date. This award was issued by the Compensation Committee to further the Company’s retention objectives and was based upon a target award value of $250,000 for Mr. Johnson established and approved by the Compensation Committee with the number of shares of restricted stock issued under the award being based upon the grant date fair value per share of $88.485. |
Grants of Plan-Based Awards
| 4. | The value of the restricted stock and restricted stock units is based upon the December 8, 2020 grant date fair value of $88.485 per share for each share of restricted stock and each restricted stock unit (based upon the target number of shares issued as part of the award), determined pursuant to FASB Accounting Standards Codification Topic 718. For restricted share awards, the grant date fair value is the amount the Company expenses in the financial statements over the award’s vesting schedule. See the Notes to the Consolidated Financial Statements in the fiscal year 2021 Annual Report on Form 10-K filed with the SEC on December 10, 2021 for the assumptions relied on in determining the value of these awards. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table provides information regarding unvested shares of restricted stock or restricted stock units held by the named executive officers at October 1, 2021. Neither of the named executive officers held any unexercised stock options as of October 1, 2021.
Outstanding Equity Awards at Fiscal Year End
| Stock Awards | | | | Named Executive Officer | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | | Helen P. Johnson-Leipold | 14,002(2) | $1,535,599 | | | 15,503(4) | $1,700,214 | | | 11,301(7) | $1,239,381 | | David W. Johnson | 1,065(3) | $116,799 | | | 2,450(2) | $268,692 | | | 2,450(5) | $268,692 | | | 3,876(4) | $425,081 | | | 2,713(6) | $297,535 | | | 2,825(7) | $309,818 | | | 2,825(8) | $309,818 |
Outstanding Equity Awards at Fiscal Year End
| (1) Market value equals the closing per share market price of our Class A common stock on October 1, 2021, which was $109.67, multiplied by the number of shares of restricted stock or the number of restricted stock units, as applicable. |
Outstanding Equity Awards at Fiscal Year End
| (2) This award constitutes restricted stock units that represent one share of Class A common stock for each restricted stock unit. The restricted stock units are subject to performance-based vesting criteria over a three year performance period (fiscal 2019 through fiscal 2021). See “Compensation Discussion and Analysis” above for additional information on these awards. The number of restricted stock units identified in the table above represent the number of shares of Class A common stock issuable at 100% of the target grant level. |
Outstanding Equity Awards at Fiscal Year End
| (3) The shares of restricted stock vest on December 6, 2021, the fourth anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year End
| (4) This award constitutes restricted stock units that represent one share of Class A common stock for each restricted stock unit. The restricted stock units are subject to performance-based vesting criteria over a three year performance period (fiscal 2020 through fiscal 2022). See “Compensation Discussion and Analysis” above for additional information on these awards. The number of restricted stock units identified in the table above represent the number of shares of Class A common stock issuable at 100% of the target grant level. |
Outstanding Equity Awards at Fiscal Year End
| (5) The shares of restricted stock vest on December 4, 2022, the fourth anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year End
| (6) The shares of restricted stock vest on December 4, 2023, the fourth anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year End
| (7) This award constitutes restricted stock units that represent one share of Class A common stock for each restricted stock unit. The restricted stock units are subject to performance-based vesting criteria over a three year performance period (fiscal 2021 through fiscal 2023). See “Compensation Discussion and Analysis” above for additional information on these awards. The number of restricted stock units identified in the table above represent the number of shares of Class A common stock issuable at 100% of the target grant level. |
Outstanding Equity Awards at Fiscal Year End
| (8) The shares of restricted stock vest on December 8, 2024, the fourth anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year End
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Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information relating to the restricted stock awards and restricted stock units that vested during fiscal 2021 for each of the named executive officers on an aggregate basis. No common stock options were exercised by the named executive officers during fiscal 2021.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Helen P. Johnson-Leipold | 13,595 | $1,198,535 | | David W. Johnson | 4,906 | $433,116 |
Option Exercises and Stock Vested
| (1) Value realized equals the closing market price of our Class A common stock on the vesting date or, if not a trading date, on the last trading date, multiplied by the number of shares that vested on such date. |
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation
| Named Executive Officer | Executive Contributions in Last Fiscal Year | Registrant Contributions in Last Fiscal Year(1) | Aggregate Earnings in Last Fiscal Year(2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End | | Helen P. Johnson-Leipold | $184,072 | $57,577 | $1,936,462 | None | $9,095,450 | | David W. Johnson | $55,408 | $16,706 | $320,014 | None | $1,303,441 |
Non-Qualified Deferred Compensation
| (1) The amounts included in the column titled “Registrant Contributions in Last Fiscal Year” for each named executive officer are included in the “All Other Compensation” column of the Summary Compensation Table. |
Non-Qualified Deferred Compensation
| (2) None of the earnings on assets in the Nonqualified Deferred Compensation Plan were above market or preferential. |
Non-Qualified Deferred Compensation
A description of our Nonqualified Deferred Compensation Plan is provided below under the heading “Nonqualified Deferred Compensation.”
Pension Benefits
Pension Benefits Currently, Johnson Outdoors does not provide the named executive officers with pension benefits. U.S.-based executive officers are eligible to participate in the Johnson Outdoors Retirement and Savings 401(k) Plan on the same terms as other U.S.-based employees. In any plan year, the Company may make matching contributions to a participant’s account equal to 50 percent of the first six percent of an employee’s annual wages. All named executive officers participated in the 401(k) Plan during fiscal 2021 and received Company provided matching contributions. In addition, the Company also has a discretionary retirement contribution component to its 401(k) program in which the named executive officers are also eligible to participate. Under this component, a discretionary retirement contribution can be made to the participant’s 401(k) Plan account. This discretionary contribution ranges from 0-6% of an employee’s eligible base calendar year earnings. The Company made a discretionary contribution of 4% in 2021 for all participants.
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The Johnson Outdoors’ Deferred Compensation Plan was amended and restated on September 18, 2007. The Non-Qualified Deferred Compensation Plan provides an opportunity for the named executive officers to defer a portion of their compensation and uses such deferral to encourage the continued loyalty and service of such persons to the Company. Eligible participants of this plan are designated by the Compensation Committee as Highly Compensated Employees (HCE) under the definition of the Internal Revenue Code as well as employees with designated titles, including executive, director, senior manager or employees whose positions are recognized as key technical lead positions. The Compensation Committee has delegated authority to the Retirement Plan Committee to determine annual eligibility based upon the criteria noted above. A participant’s election shall specify the percentage (in increments of one percent to a maximum of 13 percent) of the participant’s base compensation. Participants may also specify the percentage (in increments of one percent to a maximum of seven percent) of their cash bonus for deferral under the plan. A participant who makes a bonus deferral under this plan may be entitled to a matching contribution credit, determined and credited following the conclusion of each plan year, equal to 50 percent of the first six percent of the participant’s annual bonus award that the participant elects to have contributed to his/her account as a bonus deferral. Participants designate how his or her account shall be deemed to be invested among the investment options. Each day that the U.S. financial markets are open, the account of each participant will be credited (or charged) based upon the investment gain (or loss) that the participant would have realized with respect to his or her account since the immediately preceding valuation date had the account been invested in accordance with the participant’s investment election. The named executive officers have made elections for distributions allowed by the Non-Qualified Deferred Compensation Plan upon separation from service. The distribution of the named participant’s pre-2005 account, if applicable, would be made or commence on the first day of the month that is at least 60 days following the date the participant separates from service. Named participants’ post-2004 account distributions, if applicable, would commence on the first day of the month following the six month anniversary of the participant’s separation from service.
Non-Qualified Deferred Compensation
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Potential Payments/Benefits Upon Termination or Change of Control
Potential Payments/Benefits Upon Termination or Change of Control Pursuant to the terms of the Stock Incentive Plan, the Compensation Committee in its discretion may, at the time of an award or at any time thereafter, provide (1) for the immediate vesting of all outstanding stock options and shares of restricted stock upon a change of control of the Company or (2) that any outstanding performance-based restricted stock units shall be deemed earned at the target grant amount. The grant agreements for shares of restricted stock have generally provided for immediate vesting upon a change of control of the Company and the grant agreements for performance-based restricted stock units have generally provided that 100% of the target grant is deemed earned upon a change of control of the Company. The following table sets forth the unvested stock options, shares of restricted stock and restricted stock units held by the named executive officers as of October 1, 2021 under all of the Company’s stock incentive plans, that would become vested or earned as of such date in the event of a change of control of Johnson Outdoors.
Potential Payments/Benefits Upon Termination or Change of Control
| Named Executive Officer | Number of Shares Underlying Unvested Options | Unrealized Value Of Unvested Options(1) | Number of Restricted Shares or RSUs that are Unvested or Unearned | Unrealized Value of Unvested or Unearned Restricted Stock or RSUs(2) | | Helen P. Johnson-Leipold | — | $— | 40,806 | $4,475,194 | | David W. Johnson | — | $— | 18,204 | $1,996,433 |
Potential Payments/Benefits Upon Termination or Change of Control
| (1) The named executive officers held no unvested options at fiscal year-end. Had they held unvested options at year end, unrealized value would equal the closing market value of the Class A common stock as of October 1, 2021 minus the exercise price, multiplied by the number of unvested shares of the Class A common stock as of such date. The closing market value of the Class A common stock on October 1, 2021 was $109.67. |
Potential Payments/Benefits Upon Termination or Change of Control
| (2) With respect to shares of restricted stock, unrealized value equals the closing per share market value of the Class A common stock as of October 1, 2021, multiplied by the number of unvested shares of the Class A common stock as of such date. With respect to unearned, outstanding performance-based restricted stock units, the number of restricted stock units included in the table above represent the number of shares of Class A common stock issuable at achievement of 100% of the target grant level (i.e., 40,806 and 9,151 shares for Ms. Johnson-Leipold and Mr. Johnson, respectively). The unrealized value of such units equals the number of shares of Class A common stock underlying the outstanding unearned restricted stock units at 100% of target grant multiplied by the closing per share market value of the Class A common stock as of October 1, 2021. The closing market value of the Class A common stock on October 1, 2021 was $109.67. |
Potential Payments/Benefits Upon Termination or Change of Control
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Johnson Outdoors seeks to attract and retain highly qualified individuals to serve on the Board of Directors. To that end, the Company maintains a philosophy of paying outside Directors fairly and consistently with respect to the external market. Moreover, the Company adheres to a process for reviewing the market and considering revisions to its Director compensation program that is consistent with good governance practices. Approximately every other year, the Compensation Committee tasks its independent compensation consultant, Pearl Meyer, with reviewing the external market with respect to Director compensation levels, mix, and practices among our peers and more broadly among public companies of similar size to Johnson Outdoors, including a review of the companies listed above under the section “Peer Group Benchmarking”. For the latter perspective, Pearl Meyer makes use of the National Association of Corporate Directors’ (NACD) annual survey of director compensation. Generally, the Committee seeks to deliver an overall compensation package near the market median. Based on this review, the Committee considers potential changes to the level of various compensation elements. Johnson Outdoors uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board of Directors. With respect to fiscal 2021 and based upon the recommendations of Pearl Meyer, the outside directors received a $60,000 annual retainer and an equity award of restricted stock having a grant date value of $75,000. For fiscal 2021, the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee chairs received additional annual retainers of $25,000, $15,000 and $10,000, respectively. Each director who is member of a Committee (other than the chairperson) receives an annual cash retainer as follows: Audit: $10,000; Compensation: $7,500; and Nominating and Corporate Governance: $5,000. There are no meeting fees for attendance at Board and Committee meetings. The Vice Chairman/Lead Independent Director of the Board of Directors receives an additional annual retainer of $50,000. For fiscal 2022, the Compensation Committee, based upon the review of the independent compensation consultant, approved an increase to the director equity award grant value from $75,000 to $100,000. In connection with the 2012 Annual Meeting of Shareholders, the Board of Directors and the Company’s shareholders approved the Johnson Outdoors Inc. 2012 Non-Employee Director Stock Ownership Plan. The plan provides that upon first being elected or appointed as one of the Company’s directors, and thereafter on the first business day after the annual meeting of shareholders, the Company has the option of granting equity awards to such persons containing a value determined by the Compensation Committee. Equity awards may be granted under the plan in the form of stock options, shares of restricted stock or restricted stock units. For any award made under the Plan, the number of shares granted is based on the fair market value per share on the date of the award or, in the case of restricted stock units, at the fair market value per share of the underlying Class A common stock on the date of the award.
DIRECTOR COMPENSATION
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Director Summary Compensation Table
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Thomas F. Pyle, Jr.(2) | $135,000 | $74,998 | $209,998 | | John M. Fahey, Jr. | $77,500 | $74,998 | $152,498 | | Terry E. London(3) | $54,704 | $74,998 | $129,702 | | Edward F. Lang | $81,250 | $74,998 | $156,248 | | Richard (“Casey”) Sheahan | $72,500 | $74,998 | $147,498 | | Katherine Button Bell | $72,500 | $74,998 | $147,498 | | Edward Stevens | $75,000 | $74,998 | $149,998 | | William Perez | $63,495 | $74,998 | $138,493 | | Paul G. Alexander(4) | $22,715 | $74,954 | $97,669 | | Liliann Annie Zipfel(4) | $23,589 | $74,954 | $98,543 |