Johnson Outdoors Inc. Files DEF 14A with Executive Compensation Details

TL;DR

<b>Johnson Outdoors Inc. has filed its DEF 14A, providing details on executive compensation and corporate governance for the period ending February 28, 2024.</b>

AI Summary

JOHNSON OUTDOORS INC (JOUT) filed a Proxy Statement (DEF 14A) with the SEC on January 8, 2024. Johnson Outdoors Inc. filed a DEF 14A form on January 8, 2024. The filing covers the period ending February 28, 2024. The company's fiscal year ends on September 29. Johnson Outdoors Inc. was formerly known as Johnson Worldwide Associates Inc. until July 3, 1992. The filing includes details on executive compensation and stock awards.

Why It Matters

For investors and stakeholders tracking JOHNSON OUTDOORS INC, this filing contains several important signals. This DEF 14A filing is crucial for shareholders to understand executive compensation structures and potential impacts on company performance. Understanding the details of stock awards and their valuation can provide insights into management's alignment with shareholder interests.

Risk Assessment

Risk Level: low — JOHNSON OUTDOORS INC shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard disclosure practices rather than immediate financial distress or significant positive developments.

Analyst Insight

Review the executive compensation details and stock award valuations to assess management incentives and potential future performance drivers.

Key Numbers

• 2024-01-08 — Filing Date (Date the DEF 14A was filed.)
• 2024-02-28 — Period of Report End Date (The end date for the reporting period covered by the filing.)
• 0929 — Fiscal Year End (The company's fiscal year end date.)
• 1992-07-03 — Name Change Date (Date Johnson Outdoors Inc. changed from its former name.)

Key Players & Entities

• JOHNSON OUTDOORS INC (company) — Filer name
• JOHNSON WORLDWIDE ASSOCIATES INC (company) — Former company name
• 2024-01-08 (date) — Filing date
• 2024-02-28 (date) — Period of report
• 2024-01-08 (date) — As of date
• 1934 Act (regulatory) — SEC Act
• 000-16255 (regulatory) — SEC File Number
• WI (location) — State of incorporation

FAQ

Industry Context

Johnson Outdoors Inc. operates in the sporting goods and recreation industry, manufacturing and marketing a range of products.

Regulatory Implications

The DEF 14A filing is made in accordance with the Securities Exchange Act of 1934, requiring public companies to provide detailed information to shareholders regarding corporate governance and executive compensation.

What Investors Should Do

1. Review the executive compensation disclosures for any significant changes or trends.
2. Analyze the details of stock awards and their valuation methodologies.
3. Note the company's fiscal year end and reporting periods for future reference.

Key Dates

• 2024-01-08: Filing Date — Submission of DEF 14A form.
• 2024-02-28: Period of Report End — The reporting period covered by this filing.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine disclosure for annual meetings and executive compensation, not a quarterly or annual financial report.

Key Financial Figures

• $860,821 — rman and Chief Executive Officer 2023 $860,821 $ 92,969 $1,149,478 — $ 44,483
• $1,149,478 — ive Officer 2023 $860,821 $ 92,969 $1,149,478 — $ 44,483 $2,147,751 2022 $829
• $2,147,751 — $ 92,969 $1,149,478 — $ 44,483 $2,147,751 2022 $829,511 $ 95,186 $1,150,005
• $829,511 — ,478 — $ 44,483 $2,147,751 2022 $829,511 $ 95,186 $1,150,005 $ 266,522 $10
• $1,150,005 — $2,147,751 2022 $829,511 $ 95,186 $1,150,005 $ 266,522 $105,432 $2,446,656 202
• $105,432 — 511 $ 95,186 $1,150,005 $ 266,522 $105,432 $2,446,656 2021 $804,473 $108,604
• $2,446,656 — 186 $1,150,005 $ 266,522 $105,432 $2,446,656 2021 $804,473 $108,604 $ 999,969
• $804,473 — 266,522 $105,432 $2,446,656 2021 $804,473 $108,604 $ 999,969 $1,230,844 $ 87
• $108,604 — $105,432 $2,446,656 2021 $804,473 $108,604 $ 999,969 $1,230,844 $ 87,811 $3,
• $1,230,844 — 2021 $804,473 $108,604 $ 999,969 $1,230,844 $ 87,811 $3,231,701 David W. Johns
• $3,231,701 — 604 $ 999,969 $1,230,844 $ 87,811 $3,231,701 David W. Johnson, Vice President an
• $472,424 — dent and Chief Financial Officer 2023 $472,424 $196,770 $ 524,984 — $ 32,443 $
• $196,770 — hief Financial Officer 2023 $472,424 $196,770 $ 524,984 — $ 32,443 $1,226,621
• $1,226,621 — 4 $196,770 $ 524,984 — $ 32,443 $1,226,621 2022 $441,692 $ 32,067 $ 512,451
• $441,692 — 984 — $ 32,443 $1,226,621 2022 $441,692 $ 32,067 $ 512,451 $ 86,726 $ 48

Filing Documents

• ny20012232x1_def14a.htm (DEF 14A) — 1417KB
• john_chair.jpg (GRAPHIC) — 5KB
• john_chairg2.jpg (GRAPHIC) — 5KB
• john_member.jpg (GRAPHIC) — 5KB
• john_memberx1.jpg (GRAPHIC) — 5KB
• logo_johnsfooter.jpg (GRAPHIC) — 11KB
• logo_johnsonoutdoors.jpg (GRAPHIC) — 39KB
• ny20012232x1_barchart01x1.jpg (GRAPHIC) — 196KB
• ny20012232x1_barchart02.jpg (GRAPHIC) — 136KB
• ny20012232x1_barchart03.jpg (GRAPHIC) — 143KB
• ny20012232x1_caseysheahan.jpg (GRAPHIC) — 49KB
• ny20012232x1_edlang.jpg (GRAPHIC) — 61KB
• ny20012232x1_edstevensx1.jpg (GRAPHIC) — 52KB
• ny20012232x1_helenjohnson.jpg (GRAPHIC) — 57KB
• ny20012232x1_jeffreystutz.jpg (GRAPHIC) — 63KB
• ny20012232x1_johnfahey.jpg (GRAPHIC) — 53KB
• ny20012232x1_kathybutton.jpg (GRAPHIC) — 60KB
• ny20012232x1_liliannzipfel.jpg (GRAPHIC) — 54KB
• ny20012232x1_paulalexanx1.jpg (GRAPHIC) — 56KB
• ny20012232x1_pc01.jpg (GRAPHIC) — 495KB
• ny20012232x1_pc02.jpg (GRAPHIC) — 836KB
• ny20012232x1_pc03.jpg (GRAPHIC) — 510KB
• ny20012232x1_pc04.jpg (GRAPHIC) — 842KB
• ny20012232x1_piechart01.jpg (GRAPHIC) — 91KB
• sig_kmkhalaf.jpg (GRAPHIC) — 28KB
• 0001140361-24-001217.txt (&nbsp;) — 12250KB
• jout-20240228.xsd (EX-101.SCH) — 5KB
• jout-20240228_def.xml (EX-101.DEF) — 6KB
• jout-20240228_lab.xml (EX-101.LAB) — 41KB
• jout-20240228_pre.xml (EX-101.PRE) — 25KB
• ny20012232x1_def14a_htm.xml (XML) — 273KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 25 Compensation Discussion and Analysis 25 Other Compensation Practices, Policies and Guidelines 34 Report of the Compensation Committee 34 Summary Compensation Table 35 Grants of Plan-Based Awards 36 Outstanding Equity Awards at Fiscal Year End 37 Option Exercises and Stock Vested 38 Non-Qualified Deferred Compensation 38 Employment Agreements 38 Incentive Compensation Recovery (Clawback) Policy 38 Post-Employment Compensation 39 DIRECTOR COMPENSATION 41 Director Summary Compensation Table 42 CEO PAY RELATIVE TO MEDIAN PAY OF OUR EMPLOYEES 44 PAY VERSUS PERFORMANCE 45 Pay Versus Performance Table 45 Relationship Between Pay and Performance 46 Most Important Performance Measures for 2023 48 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 49 Related Person Transactions 49 Review and Approval of Related Person Transactions 49 SECTION 16(a) REPORTS 49 PROPOSAL 3: NON-BINDING ADVISORY VOTE ON

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 50 The Proposal 50 Vote Required for Approval 51 SHAREHOLDER PROPOSALS 52 OTHER MATTERS 53 TABLE OF CONTENTS PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement and our Fiscal 2023 Annual Report on Form 10-K carefully before voting. 2024 ANNUAL MEETING OF STOCKHOLDERS Date and Time: February 28, 2024 at 8:00 a.m., central standard time Place: www.virtualshareholdermeeting.com/JOUT2024 Record Date: December 20, 2023 VOTING MATTERS AND BOARD RECOMMENDATION Voting Matter Board Recommendation Page Number with More Information Proposal 1: To elect nine directors to serve for the ensuing year. FOR each nominee 6 Proposal 2: To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as auditors of the Company for its fiscal year ending September 27, 2024. FOR 21 Proposal 3: To approve a non-binding advisory proposal on executive compensation. FOR 50 DIRECTOR NOMINEES Committee Memberships Nominee Age Director Since Independent A C E NCGC Class A John M. Fahey, Jr. 72 2001 C Paul G. Alexander 63 2021 Jeffrey M. Stutz 53 2023 Class B Helen P. Johnson-Leipold 67 1994 Katherine Button Bell 65 2014 C Edward Stevens 55 2016 Edward F. Lang 61 2006 C Richard ("Casey") Sheahan 68 2014 Liliann Annie Zipfel 55 2021 A Audit Committee C Compensation Committee E Executive Committee NCGC Nominating & Corporate Governance Committee 1 TABLE OF CONTENTS PROXY STATEMENT SUMMARY CORPORATE GOVERNANCE HIGHLIGHTS 8 of 9 Director Nominees are Independent Code of Ethics for Senior Officers Annual Election of All Directors Non-Employee Directors Regularly Meet Without Management Present Annual Board and Committee Evaluations Code of Conduct for Emplo

EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS Members of Compensation Committee are Independent Pay for Performance No Tax Gross-up for Compensation Programs Clawback Policy No Employment Agreements No Severance or Termination Pay to Named Executive Officers 3 TABLE OF CONTENTS JOHNSON OUTDOORS INC. 555 Main Street Racine, Wisconsin 53403 PROXY STATEMENT For The 2024 Annual Meeting of Shareholders To Be Held Virtually On February 28, 2024 Important Notice Regarding the Availability of Proxy Materials for the 2024 Virtual Annual Meeting of Shareholders to be held on February 28, 2024: The Notice of Annual Meeting, this Proxy Statement and the Accompanying Annual Report on Form 10-K are Available at www.proxyvote.com This Proxy Statement, which is first being mailed on or about January 8, 2024, to shareholders of record as of the close of business on December 20, 2023, is furnished in connection with the solicitation of proxies by the Board of Directors of Johnson Outdoors Inc. (the "Company"), for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders, to be used at the Annual Meeting of Shareholders of the Company to be held on Wednesday, February 28, 2024 at 8:00 a.m., central standard time, at the following weblink: www.virtualshareholdermeeting.com/JOUT2024 and at any adjournment or postponement thereof (the "Annual Meeting"). You may vote in any of the following ways: 1) attend the Annual Meeting virtually and vote online during the meeting using your 16-digit control number included on your Notice of Annual Meeting or Proxy Card or the instructions that accompanied your proxy materials. If you are not a stockholder of record but hold shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your most recent account statement. If you do not comply with the procedures, you will not be admitted to, or able to participate in, the virtual Annual Meeting ; 2) co

View Full Filing

View this DEF 14A filing on SEC EDGAR