DEF 14A of Johnson Outdoors Inc
Filed Jan 9, 2026 · FY20250001140361-26-000787
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| | | | | Committee Memberships | | | | | Nominee | Age | Director Since | Independent | A | C | E | NCGC | | Class A | | | | | | | | | John M. Fahey, Jr. | 74 | 2001 | ✔ | | ✔ | ✔ | C | | Paul G. Alexander | 65 | 2021 | ✔ | | | | ✔ | | Jeffrey M. Stutz | 55 | 2023 | ✔ | ✔ | | | | | Class B | | | | | | | | | Helen P. Johnson-Leipold | 69 | 1994 | | | | ✔ | | | Katherine Button Bell | 67 | 2014 | ✔ | | C | | ✔ | | Edward Stevens | 57 | 2016 | ✔ | ✔ | | | ✔ | | Edward F. Lang | 63 | 2006 | ✔ | C | | | ✔ | | Richard (“Casey”) Sheahan | 70 | 2014 | ✔ | ✔ | ✔ | | | | Liliann Annie Zipfel | 57 | 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
| | 1 |
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 | 2025 | $924,419 | $207,994 | $1,150,000 | $458,315 | $26,400 | $2,767,128 | | | 2024 | $893,918 | — | $1,150,016 | — | $37,386 | $2,081,320 | | | 2023 | $860,821 | $92,969 | $1,149,478 | — | $44,483 | $2,147,751 | | David W. Johnson, Vice President and Chief Financial Officer | 2025 | $511,052 | $66,756 | $525,000 | $154,839 | $15,693 | $1,273,340 | | | 2024 | $494,190 | — | $524,982 | — | $26,632 | $1,045,804 | | | 2023 | $472,424 | $196,770 | $524,984 | — | $32,443 | $1,226,621 |
SUMMARY COMPENSATION TABLE
For more information, visit page 33.
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., Paul G. Alexander and Jeffrey M. Stutz (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.
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.
Director Qualifications
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Class A Directors
Class A Directors
Class A Directors
| Paul G. Alexander | | | Age: 65 Director Since: 2021 | Former Chief Marketing Officer for the Boston University Questrom School of Business. He was 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 serves 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. He is also chair of the Board of Directors for The Partnership, Incorporated. 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: 74 Director Since: 2001 | Appointed Lead-Independent Director at Johnson Outdoors Inc., in 2022. 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. Member of the Board of Regents of the Smithsonian Institution since 2014 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
| Jeffrey M. Stutz | | | Age: 55 Director Since: 2023 | Chief Operating Officer at MillerKnoll, Inc. For MillerKnoll, Mr. Stutz Oversees the International Contract Business, global manufacturing and distribution operations, and the company’s Europe-based brands, including HAY, Muuto, Colebrook Bosson Saunders (CBS), and NaughtOne. Previously, Mr. Stutz was Miller Knoll’s Chief Financial Officer for over ten years, managing all aspects of global financial operations for the company. Jeff initially joined Herman Miller in 2001 as Manager of Consolidations and External Reporting. And he was a key architect of the transformative merger of Herman Miller with Knoll Furniture. In subsequent years he served in a range of finance leadership positions, including Vice President of Investor Relations, Corporate Treasurer, and Chief Accounting Officer. In 2015 Jeff assumed the role of Chief Financial Officer and played a key role helping navigate the company through periods of both macro-economic challenges as well as opportunistic growth. Mr. Stutz also served as President of the Geiger and DatesWeiser furniture brands. Prior to joining MillerKnoll (formerly known as Herman Miller, Inc.) in 2001, he worked at Donnelly Corporation, a publicly traded automotive supplier based in Holland, Michigan, where he held roles in financial operations and corporate accounting. Mr. Stutz’s extensive experience in the areas of finance, accounting, public company reporting, M&A, capital markets and his general business skills, led to the determination 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: 69 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: 57 Director Since: 2021 | Former Executive Vice President of Media at Ovative, a digital media and measurement agency that buys and measures media. In this role, Ms. Zipfel was responsible for leading the teams that buy and optimize a myriad of media types for a wide range of clients across retail, consumer goods, healthcare and non-profits. Prior to this role, Ms. Zipfel was Senior Vice President and Chief Marketing Officer at Andersen Corporation from 2018 to September, 2022. At Andersen, Ms. Zipfel was 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: 67 Director Since: 2014 | Ms. Button Bell served as the first Chief Marketing Officer of Emerson Electric Co. from 1999 to her December 2022 retirement. In that role, she also served as Senior Vice President and a member of Emerson’s Office of the Chief Executive since 2016. Ms. Button Bell was Director of the Board of Business Marketing Association from 2010 to 2017, its Chairwoman from 2013 to 2014, and Vice Chairwoman from 2012 to 2013. She was inducted into the ANA Business Association Marketing Hall of Fame in 2018. In the past, she’s also served as Director and member of the Compensation Committee of Sally Beauty Holdings, held senior marketing positions at Converse Inc. and Wilson Sporting Goods, and was President of Button Brand Development, a strategic marketing consulting firm. Ms. Button Bell brings her expertise in global marketing, digital strategy and market research, as well as her outdoor industry experience, to her role as a director. |
Class B Directors
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Class B Directors
| Edward Stevens | | | Age: 57 Director Since: 2016 | Founder and Chief Executive Officer of Scoot, Inc., a next generation sales environment, since July 2017. Chairman of the Board for Demand Q, a software-based peak demand energy solution since March 2018. Board member of Cellucomp, a sustainable materials manufacturing company. 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: 63 Director Since: 2006 | Senior Financial Advisor to Gayle Benson, Owner and CEO of the New Orleans Saints, a National Football League team, and the New Orleans Pelicans, a National Basketball Association team. Senior Vice President and Chief Financial Officer of the New Orleans Saints and New Orleans Pelicans from 2012 until 2025. 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: 70 Director Since: 2014 | Former 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, from November 1, 2017 to October, 2022. President of Keen Footwear, a company engaged in the business of the marketing, sale and distribution of footwear, from October 1, 2016 to October 31, 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. In addition to Johnson Outdoors, Mr. Sheahan is also a member of the Board of Directors of WyoFile - an independent, member-supported, public-interest news service reporting on the people, places and policy of the State of Wyoming. |
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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Peer Group Benchmarking
Peer Group Benchmarking As noted above, during fiscal 2025 (as well as in prior years) the Company engaged Pearl Meyer to prepare comparative compensation reports for the Compensation Committee to assist the Committee and the Company in setting compensation levels and targets for the NEOs, directors and other members of senior management. Pearl Meyer’s comparative compensation reviews were based upon publicly-disclosed data from a peer group described below, as well as general industry compensation survey data. Pearl Meyer’s reports included detailed analysis showing how the Company’s compensation elements for each of (a) the Company’s NEOs and senior management, including the base salary, short-term cash incentive compensation, equity incentive compensation
Peer Group Benchmarking
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Peer Group Benchmarking
and total compensation levels, and (b) the Company’s directors, including the cash, equity and total compensation levels, compared in each case to the peer group companies and general industry data included within the benchmark data. The comparative compensation reports also contained recommendations on the Company’s compensation policies for both its NEOs and senior management and for its directors. Pearl Meyer also provided the Compensation Committee with detailed analysis on the Company’s compensation programs in terms of design, metrics and time horizons for payouts (including long-term incentive vesting schedules) to evaluate how the Company’s programs compare with (i) the peer group companies and general industry data included within the benchmark data and (ii) the consultant’s assessment of best practices. Representatives of Pearl Meyer participated in three of the Compensation Committee’s meetings during fiscal 2025 to describe and discuss the results of their analysis during such year. The Compensation Committee used the results of these reports and analysis in setting the compensation levels and target compensation awards, including performance- and service-based vesting criteria, where applicable, for the Company’s NEOs and directors for fiscal 2025 and 2026. The companies comprising the peer group in the 2025 Pearl Meyer comparative report were:
Peer Group Benchmarking
| Peer Group for 2025 Compensation | | | Acushnet Holdings Corp. | Marine Products Corp. | | BowFlex, Inc. | Rocky Brands, Inc. | | Clarus Corp. | Smith & Wesson Brands, Inc. | | Deckers Outdoor Corp. | Solo Brands, Inc. | | Delta Apparel, Inc. | Topgolf Callaway Brands Corp. | | Escalade, Inc. | Twin Disc, Inc. | | G-III Apparel Group, Ltd. | YETI Holdings, Inc. | | Malibu Boats, Inc. | |
Peer Group Benchmarking
The companies comprising our peer group were selected based on their similarity to Johnson Outdoors, with specific selection criteria including industry, size, and scale, and other characteristics such as a consumer discretionary product focus, the manufacturing of engineered products, and global operations.
Components of Executive Compensation
| • | Pre-determined Company financial performance goals (“Company financial component”). The Company financial component promotes achieving Company-wide financial goals. For fiscal 2025, pre-tax income and working capital as a percentage of net sales were used as the metrics comprising the Company-wide financial component. For fiscal 2025, the Company financial component constituted 75% of the NEO’s total bonus opportunity under the Cash Bonus Plan. The Compensation Committee has the authority, in its discretion, to exclude certain unusual or nonrecurring items in determining whether the financial metrics are achieved and it may, in certain instances, require that the Company achieve a minimum level of pre-tax income for a given fiscal year as a condition to bonus payments under this Company financial component. |
Components of Executive Compensation
Target awards for each participant have historically ranged from 55% to 90% of the participant’s base salary. For fiscal 2025, the target was 90% of base salary for Ms. Johnson-Leipold and 55% of base salary for Mr. Johnson. The Compensation Committee believes these target award opportunities are competitive with industry practices as reflected by the peer group Pearl Meyer comparative report described above. Bonus payouts can range from 0% to 200% of target. If performance for fiscal 2025 does not meet the threshold level, no payout will be earned. If the threshold performance level is met, the payout will be 25% of target. The maximum payout under the Cash Bonus Plan is set to 200% of the target bonus amount if maximum performance is achieved. Payouts are linearly interpolated between threshold and target and target and maximum. The Compensation Committee retains the final authority to approve individual bonus payments under our Cash Bonus Plan after completion of the applicable fiscal year. The Compensation Committee may, in its sole discretion, increase, reduce or eliminate bonuses which are otherwise earned during the fiscal year using the foregoing components or formula, including with respect to approving certain adjustments to our financial results in connection with determining cash bonus amounts. In making such determinations, the Compensation Committee considers factors such as a minimum level of Company profitability and return of profits to shareholders. For the Company financial component of the fiscal 2025 bonus, payouts can range from 0 to 200% of the target. The actual payout is based on how well the Company performs compared to the goals for pre-tax income and working capital as a percentage of net sales. For fiscal 2025, the Company financial component was achieved at seventy-three percent (73%). With respect to the individual objectives component of the annual bonus, payouts also range from 0% to 200% of target. The actual payout is based on how well the individual objectives are satisfied compared to applicable goals for the individual participant as determined by the Compensation Committee as well as, in the Committee’s discretion, minimum financial (profit) metrics being satisfied. For fiscal 2025, the individual objectives component of this bonus program were awarded at one hundred percent (100%) for Ms. Johnson-Leipold and at ninety-five percent (95%) for Mr. Johnson.
Components of Executive Compensation
| | 2025 Target Bonus - Company Financial Component | | 2025 Target Bonus - Individual Objectives Component | | | Name | Target | Payout | Target | Payout | | Helen P. Johnson-Leipold | $623,983 | $458,315 | $207,994 | $207,994 | | David W. Johnson | $210,809 | $154,839 | $70,270 | $66,756 |
Components of Executive Compensation
The Compensation Committee approved certain changes to the metrics and design of the Cash Bonus Plan effective for fiscal 2026. Awards will continue to be split between an individual objectives component (comprising 25% of the award) and a Company financial component (comprising 75% of the award). EBITDA will replace pre-tax income as a metric within the financial component for fiscal year 2026, and working capital as a percentage of net sales will be retained. The individual component will continue to be capped at a target payout level if a minimum level of performance is not met under our financial component. Equity Based Compensation. The Company believes that equity-based compensation is an effective means of aligning the long-term interests of Company employees, including the named executive officers with Company shareholders. The 2020 Stock Incentive Plan authorizes the Compensation Committee to issue stock options, shares of restricted stock and restricted stock units, as well as other forms of equity-based compensation. With respect to fiscal 2025, the Compensation Committee granted long-term equity-based awards shown in the charts below for the NEOs. For the CEO, the long-term equity-based compensation consisted solely of an award of performance-based restricted stock units tied to achievement of certain financial objectives to be measured over a three-year performance period. For the CFO, long-term equity-based compensation was granted using a mix of performance-based restricted stock units and service-based restricted stock. Shares of restricted stock subject to service-based vesting criteria support our leadership retention objectives.
Components of Executive Compensation
Fiscal 2025: Long-Term Equity-Based Target Awards On December 3, 2024, the Compensation Committee established target awards for Ms. Johnson-Leipold and Mr. Johnson under our Stock Incentive Plan as shown in the table below. For these awards, the number of restricted stock units and shares of restricted stock granted was determined using a share price of $33.135.
Components of Executive Compensation
| FISCAL 2025 LONG-TERM STOCK INCENTIVE AWARDS | | | | | | | Performance-Based Equity Award | | Service-Based Equity Award | | | Name | Target No. of Restricted Stock Units | Target $ Value | Target No. of Restricted Shares | Target $ Value | | Helen P. Johnson-Leipold | 34,707 | $1,150,000 | — | — | | David W. Johnson | 7,922 | $262,500 | 7,922 | $262,500 |
Components of Executive Compensation
The actual number of shares tied to the performance-based awards to be earned, if any, will be determined based on performance over the three-year performance period, i.e., fiscal 2025-2027. Service-based awards are subject to three-year cliff vesting periods from the date of grant. In addition, for service-based awards, the Compensation Committee has discretion, depending upon Company and participant performance for the applicable fiscal year, to reduce the value of the award. Closer Look at Performance-Based Stock Units The Compensation Committee establishes pre-determined financial performance goals for the Company at the last quarterly Compensation Committee meeting held during the prior fiscal year (typically in September). The amount of the target award for each participant is set by the Compensation Committee during the first quarterly Compensation Committee meeting held during the initial fiscal year of the performance period (typically in December). For fiscal 2025, performance-based restricted stock units awarded to our NEOs are tied to three-year sales and profit before taxes goals aligned with our strategic plan. These performance-based restricted stock units, similar to performance based restricted stock unit awards granted in prior years, include the following general provisions:
Components of Executive Compensation
| • | Awards are only paid if at least 80% of the target level of net sales or profit before taxes are met. Maximum payouts are made if 120% or more of target levels of net sales or profit before taxes are achieved; |
Components of Executive Compensation
| • | The payouts for achievement of the threshold levels of performance are equal to 50% of the target award amount. The payouts for achievement of maximum levels of performance are equal to 200% of the target award amount; and |
Components of Executive Compensation
As noted above, the performance-based equity awards granted at the Compensation Committee meeting held in December 3, 2024 cover a three-year performance period (fiscal years 2025 through 2027) with vesting to be determined in December 2027, depending on whether the performance criteria are satisfied. For fiscal 2026, on December 3, 2025, the Compensation Committee approved performance-based restricted stock unit awards to our NEOs. Several changes to the plan design were made for fiscal 2026:
Components of Executive Compensation
| • | In order to differentiate our measurement of performance between the Cash Bonus Plan and the 2026 performance-based restricted stock award, the Compensation Committee determined that cumulative net sales and cumulative profit before taxes will be replaced with fiscal 2026 sales and pre-tax income as a percentage of sales, weighted equally; |
Components of Executive Compensation
| • | To balance retention and performance within our long-term incentive plan, performance-based restricted stock units will comprise 50% of the total long-term stock incentive award rather than 100% for the CEO for fiscal 2026, with the remaining 50% comprised of time-vesting restricted shares that will cliff vest on the third anniversary of the date of grant, consistent with the mix used for the CFO; and |
Components of Executive Compensation
| • | The threshold performance level is reduced from 80% of target to 70% of target to allow for a wider range of opportunity in below-target performance scenarios and preserve the incentive value of the plan in light of current business conditions. Commensurate with this adjustment, the threshold payout opportunity is also reduced from 50% of target to 25% of target. No other changes to plan leverage were made. |
Components of Executive Compensation
As noted above, these awards cover a one-year performance period consisting of fiscal year 2026 but have time based vesting also covering fiscal years 2027 through 2028. Performance-based vesting will be determined by the Compensation Committee in December 2026, depending on whether the performance criteria are satisfied for the performance period. The fiscal 2026 target awards for Ms. Johnson-Leipold and Mr. Johnson under our Stock Incentive Plan are as shown in the table below. For these awards, the number of restricted stock units and shares of restricted stock granted were determined using a share price of $40.92.
Components of Executive Compensation
| FISCAL 2026 LONG-TERM STOCK INCENTIVE AWARDS | | | | | | | Performance-Based Equity Award | | Service-Based Equity Award | | | Name | Target No. of Restricted Stock Units | Target $ Value | Target No. Restricted Shares | Target $ Value | | Helen P. Johnson-Leipold | 14,052 | $575,000 | 14,052 | $575,000 | | David W. Johnson | 6,415 | $262,500 | 6,415 | $262,500 |
Components of Executive Compensation
Performance-Based Award Payout Results: 2023 Awards (Fiscal 2023-2025) On December 6, 2022, the Compensation Committee approved performance-based equity awards to our NEOs for fiscal 2023 with 50% of the performance-based award tied to achievement of cumulative net sales over a three-year period (fiscal 2023 - 2025) and the remaining 50% tied to achievement of cumulative operating profit over the same three-year period. These performance-based restricted stock units were determined using a share price of $56.535 and were granted having terms for payout as described above for the fiscal 2025 performance-based restricted stock unit awards. On December 3, 2025, after reviewing the Company’s performance over the three-year performance period ending with fiscal 2025, the Compensation Committee determined that the three-year performance measures were not satisfied. As a result, no shares of the Company’s Class A common stock were issued for these performance-based awards as shown below:
Components of Executive Compensation
| | Fiscal 2023-2025 Performance RSU Granted and Earned | | | | Target Award Granted | Actual Award Earned | | Name | No. of Performance-Based Restricted Stock Units | No. of Performance-Based Restricted Stock Units | | Helen P. Johnson-Leipold | 20,341 | 0 | | David W. Johnson | 4,643 | 0 |
Summary Compensation Table
Summary Compensation Table The following table provides information for fiscal 2025, 2024 and 2023 concerning the compensation paid by Johnson Outdoors to the individual who served as our principal executive officer during fiscal 2025 and the person who served as our principal financial officer in fiscal 2025. 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 | 2025 | $924,419 | $207,994 | $1,150,000 | $458,315 | $26,400 | $2,767,128 | | | 2024 | $893,918 | $— | $1,150,016 | $— | $37,386 | $2,081,320 | | | 2023 | $860,821 | $92,969 | $1,149,478 | $— | $44,483 | $2,147,751 | | David W. Johnson, Vice President and Chief Financial Officer | 2025 | $511,052 | $66,756 | $525,000 | $154,839 | $15,693 | $1,273,340 | | | 2024 | $494,190 | $— | $524,982 | $— | $26,632 | $1,045,804 | | | 2023 | $472,424 | $196,770 | $524,984 | $— | $32,443 | $1,226,621 |
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 (consisting of both the target bonus for each of the individual objectives component and the company financial performance component) for 2025, 2024, and 2023, for Ms. Johnson-Leipold were $831,977, $804,526, and $774,739, and for Mr. Johnson were $281,079, $271,805, and $259,833, respectively. For Mr. Johnson, this figure in fiscal 2023 also includes a one-time $150,000 discretionary bonus paid to Mr. Johnson for service he performed during a leadership transition. The balance of the bonus is for Mr. Johnson’s achievement of his individual objectives at 120% of target.
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 2025, 2024, and 2023, 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 2025 Annual Report on Form 10-K filed with the SEC on December 12, 2025 and such information is incorporated herein by reference. With respect to fiscal 2025, the Company awarded Mr. Johnson 7,922 shares of restricted stock on December 3, 2024. Additionally, Ms. Johnson-Leipold and Mr. Johnson were granted 34,707 and 7,922 respectively, performance-based restricted stock units on December 3, 2024. 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 approximately $2,300,000 and $525,000 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 2025, the Company’s financial performance measures were achieved between the minimum and maximum payout levels and therefore, payout amounts are included in this column. For fiscal 2024 and 2023, the Company’s financial performance measures were not achieved and, therefore, no 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
| | 33 |
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 2025, 2024, and 2023, 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 | 2025 | $8,885 | $3,450 | $5,565 | $8,500 | $26,400 | | | 2024 | $8,726 | $6,600 | $13,560 | $8,500 | $37,386 | | | 2023 | $8,578 | $9,150 | $26,755 | $— | $44,483 | | David W. Johnson | 2025 | $8,911 | $3,450 | $1,534 | $1,798 | $15,693 | | | 2024 | $8,626 | $6,600 | $4,406 | $7,000 | $26,632 | | | 2023 | $8,480 | $9,150 | $7,813 | $7,000 | $32,443 |
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 under the Executive Flexible Spending Account Plan of up to $8,500 per calendar year for covered expenses. Mr. Johnson is allowed reimbursements of up to $7,000 per calendar year for covered expenses. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding all incentive plan awards that were granted to the named executive officers during fiscal 2025 including equity-based, non-equity based and other plan-based awards. Disclosure on a separate line item is provided for each grant made to a named executive officer during the fiscal year. Non-equity incentive plan awards are awards that are not subject to FASB Accounting Standards Codification Topic 718 and are intended to serve as an incentive for performance to occur over a specified period, and include performance bonus awards under the Cash Bonus Plan. Equity incentive plan awards include the service-based award to our CFO and the performance-based restricted stock units awarded to each NEO under the Stock Incentive Plan and are awards subject to a performance condition or a market condition as those terms are defined by FASB Accounting Standards Codification Topic 718. We did not grant any stock options during fiscal 2025.
Grants of Plan-Based Awards
| | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($ 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 | — | $207,994 | $831,977 | $1,663,954 | — | — | — | — | — | | | 12/3/24 | — | — | — | 17,354 | 34,707 | 69,414 | — | $1,150,016 | | David W. Johnson | 12/3/24 | — | — | — | — | — | — | 7,922(3) | $262,495 | | | — | $70,270 | $281,079 | $563,202 | — | — | — | — | — | | | 12/3/24 | — | — | — | 3,961 | 7,922 | 15,844 | — | $262,495 |
Grants of Plan-Based Awards
| (1) These amounts show the range of payouts targeted for fiscal 2025 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 2025. 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 2025 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 when both of the maximum financial performance levels are achieved or exceeded. A participant may earn a minimum of 25% of the target bonus amount if the Company performance component reaches both of the threshold or minimum financial performance levels. 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
| 34 | |
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 2025, see “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 2025. The number of performance-based restricted stock units at target was determined using a grant date share price of $33.135 and resulted in a target grant of 34,707 units for Ms. Johnson-Leipold and 7,922 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 2025-2027 period. The threshold number of shares equals 50% of the target number of shares and the maximum number of shares equals 200% of the target number of shares. |
Grants of Plan-Based Awards
| (3) The service-based restricted stock award was granted on December 3, 2024 and vests on December 3, 2027, the third 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 $262,500 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 $33.135. |
Grants of Plan-Based Awards
| (4) The value of the restricted stock and restricted stock units is based upon the December 3, 2024 grant date fair value of $33.135 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 2025 Annual Report on Form 10-K filed with the SEC on December 12, 2025 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 3, 2025. Neither of the named executive officers held any unexercised stock options as of October 3, 2025.
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 | 20,341(2) | $849,440 | | | 21,218(3) | $886,064 | | | 34,707(4) | $1,449,364 | | David W. Johnson | 2,470(5) | $103,147 | | | 4,643(2) | $193,892 | | | 4,643(6) | $193,892 | | | 4,843(3) | $202,244 | | | 4,843(7) | $202,244 | | | 7,922(4) | $330,823 | | | 7,922(8) | $330,823 |
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 3, 2025, which was $41.76, 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 2023 through fiscal 2025). 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) 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 2024 through fiscal 2026). 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
| (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 2025 through fiscal 2027). 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 7, 2025, the fourth anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year End
| (6) The shares of restricted stock vest on December 6, 2026, the fourth anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year End
| (7) The shares of restricted stock vest on December 6, 2027, the fourth anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year End
| (8) The shares of restricted stock vest on December 3, 2027, the third anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year End
| | 35 |
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 2025 for each of the named executive officers on an aggregate basis. No common stock options were exercised by the named executive officers during fiscal 2025.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Helen P. Johnson-Leipold | 0 | $0 | | David W. Johnson | 2,825 | $94,581 |
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 | $124,682 | $5,565 | $1,028,008 | None | $13,090,027 | | David W. Johnson | $37,115 | $1,534 | $21,248 | None | $2,100,620 |
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 2025 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 1% in fiscal 2025 based on calendar year 2024 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
| | 37 |
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 3, 2025 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 | — | $— | 76,266 | $3,184,868 | | David W. Johnson | — | $— | 37,286 | $1,557,063 |
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 3, 2025 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 3, 2025 was $41.76. |
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 3, 2025, 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., 76,266 and 17,408 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 3, 2025. The closing market value of the Class A common stock on October 3, 2025 was $41.76. |
Potential Payments/Benefits Upon Termination or Change of Control
| 38 | |
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 2025 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 $110,000. For fiscal 2025, 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 a 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 2026, the Compensation Committee approved an increase in the value of the equity award of restricted stock to be made to the outside directors from $110,000 to $115,000. In connection with the 2023 Annual Meeting of Shareholders, the Board of Directors and the Company’s shareholders approved the Johnson Outdoors Inc. 2023 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
| | 39 |
Director Summary Compensation Table
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | John M. Fahey, Jr. | $127,500 | $109,992 | $237,492 | | Edward F. Lang | $90,000 | $109,992 | $199,992 | | Richard (“Casey”) Sheahan | $77,500 | $109,992 | $187,492 | | Katherine Button Bell | $80,000 | $109,992 | $189,992 | | Edward Stevens | $75,000 | $109,992 | $184,992 | | Jeffery M. Stutz | $70,000 | $109,992 | $179,992 | | Paul G. Alexander | $65,000 | $109,992 | $174,992 | | Liliann Annie Zipfel | $67,500 | $109,992 | $177,492 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by the pay versus performance rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Rule 402(v) of Regulation S-K, we are providing the following information regarding the relationship between “compensation actually paid” to our named executive officers (“NEOs”) and certain of our financial performance metrics for each of the past five fiscal years. Amounts included as “compensation actually paid” do not represent the value of cash compensation and equity awards actually received by our named executive officers but instead are amounts calculated pursuant to SEC rules and which result in adjustments to the amounts reported above in the summary compensation table. Shareholders should refer to the discussion of our compensation philosophy and programs described above under “Executive Compensation,” including the “Compensation Discussion and Analysis,” for a complete discussion of our compensation programs and their connection to our performance. Our Compensation Committee did not consider the following Pay Versus Performance analysis and disclosures in making compensation decisions with respect to any fiscal year shown below.
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth additional compensation information for our CEO and our other Named Executives (Other NEOs) (averaged) along with total shareholder return, net income, and pre-tax income performance results for fiscal 2025, 2024, 2023 2022 and 2021.
Pay Versus Performance Table
| | | | | | Year-end value of $100 invested on 9/30/2020 in: | | | | | Year | Summary Comp. Table Total for Johnson- Leipold, Helen P ($)(1) | Comp. Actually Paid to Johnson- Leipold, Helen P ($)1, 2 | Average Summary Comp. Table Total for Non-CEO NEOs ($)(1) | Average Comp. Actually Paid to Non-CEO NEOs ($)1, 2 | Johnson Outdoors ($) | S&P 600 Consumer Discretionary Sector ($)(3) | Net Income/ (Loss) (in millions) ($) | Pre-tax Income/ (Loss) (in millions) ($)(4) | | 2025 | $2,767,128 | $2,015,873 | $1,273,340 | $1,231,063 | $54.50 | $181.95 | ($34.29) | ($9.28) | | 2024 | $2,081,320 | $513,854 | $1,045,804 | $424,806 | $45.52 | $176.42 | ($26.53) | ($29.86) | | 2023 | $2,147,751 | $1,283,488 | $1,226,621 | $1,069,711 | $66.28 | $132.58 | $19.53 | $25.82 | | 2022 | $2,446,656 | ($848,899) | $1,121,919 | ($263,603) | $60.87 | $110.44 | $44.49 | $58.89 | | 2021 | $3,231,701 | $6,173,580 | $1,393,706 | $2,273,959 | $128.21 | $166.98 | $83.38 | $112.92 |
Pay Versus Performance Table
| (1) For 2025, 2024, 2023, 2022 and 2021 the CEO was Helen P. Johnson-Leipold (Current CEO) and the sole Other NEO was David W. Johnson. |
Pay Versus Performance Table
| | 43 |
Pay Versus Performance Table
| (2) Compensation actually paid (“CAP”) was determined by making the following adjustments for equity awards: |
Pay Versus Performance Table
| | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | CEO ($) | Average of Other NEOs ($) | CEO ($) | Average of Other NEOs ($) | CEO ($) | Average of Other NEOs ($) | CEO ($) | Average of Other NEOs ($) | CEO ($) | Average of Other NEOs ($) | | Summary Compensation Table (“SCT”) Total | $2,767,128 | $1,273,340 | $2,081,320 | $1,045,804 | $2,147,751 | $1,226,621 | $2,446,656 | $1,121,919 | $3,231,701 | $1,393,706 | | Adjustments: | | | | | | | | | | | | Amounts Reported as ‘Stock Awards’ in SCT | ($1,150,000) | ($525,000) | ($1,150,016) | ($524,982) | ($1,149,478) | ($524,984) | ($1,150,005) | ($512,451) | ($999,969) | ($499,940) | | Addition: Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | $724,682 | $496,234 | $170,194 | $215,423 | $438,305 | $353,972 | $413,336 | $221,066 | $1,859,071 | $774,544 | | Addition (Subtraction): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end | ($325,937) | ($25,214) | ($511,233) | ($308,737) | ($317,729) | ($57,208) | ($2,337,138) | ($1,056,581) | $2,055,859 | $589,028 | | Addition (Subtraction): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | $— | ($12,854) | ($76,411) | ($21,510) | $164,639 | $56,303 | ($221,748) | ($49,684) | $26,918 | $9,293 | | Addition: Dividends on vesting of restricted stock grants | $— | $24,557 | — | $18,808 | — | $15,007 | — | $12,128 | — | $7,328 | | Compensation Actually Paid | $2,015,873 | $1,231,063 | $513,854 | $424,806 | $1,283,488 | $1,069,711 | ($848,899) | ($263,603) | $6,173,580 | $2,273,959 |
Pay Versus Performance Table
Summary Compensation Table amounts reflect the grant date fair values of equity awards. For CAP calculation purposes, adjustments have been made to reflect fair values as of each measurement date. For performance-based restricted stock units, this includes actual and forecasted funding results as of end of each fiscal year as disclosed in the table above.
Pay Versus Performance Table
| (3) Company and peer group total shareholder return (“TSR”) for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on September 30, 2020. For purposes of the table, the Company’s peer group is the S&P 600 Consumer Discretionary Sector, as reflected in our stock performance graph in our Annual Report on Form 10-K, which was filed with the Commission on December 12, 2025. |
Pay Versus Performance Table
| (4) Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link compensation actually paid to our NEOs for fiscal 2025 to our performance, is pre-tax income, as discussed in our “Compensation Discussion and Analysis – Components of Executive Compensation – Annual Cash Incentives.” |