DEF 14A 1 ny20000939x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the registrant ☒

Filed by a party other than the registrant ☐

Check the appropriate box:

☐			Preliminary proxy statement
☐			Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒			Definitive proxy statement
☐			Definitive additional materials
☐			Soliciting material pursuant to section 240.14a-12

JOHNSON OUTDOORS INC.

(Name of Registrant as Specified in Its Charter)

Registrant

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

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JOHNSON OUTDOORS INC.

555 MAIN STREET

RACINE, WISCONSIN 53403

January 7, 2022

Dear Fellow Stockholders:

You are cordially invited to join us for our 2022 Annual Meeting of Stockholders, which will be held on Thursday, February 24, 2022, at 8:00 a.m., central standard time. Due to continuing public health concerns arising from the COVID-19 pandemic, the annual meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the annual meeting as well as vote and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/JOUT2022 and entering the 16-digit control number included on your Notice or Proxy Card or the instructions that accompanied your proxy materials.

The Notice of Annual Meeting of Stockholders and the Proxy Statement that follow describe the business to be conducted at the annual meeting. Members of our Board of Directors and executive officer team will participate in the annual meeting and be available to answer questions regarding the Company.

Your vote is very important. Whether or not you attend or participate in the virtual meeting, we encourage you to submit your proxy through the Internet or by mail. This will ensure that your shares are represented at the meeting. Even if you submit a proxy, you may revoke it at any time before it is voted. If you attend the meeting and wish to vote online during the virtual meeting, you will be able to do so using the 16-digit control number included on your Notice of Annual Meeting or Proxy Card or the instructions that accompanied your proxy materials.

We appreciate your continued support of our Company.

			Sincerely

			HELEN P. JOHNSON-LEIPOLD
			Chairman of the Board

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JOHNSON OUTDOORS INC.

555 MAIN STREET

RACINE, WISCONSIN 53403

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 24, 2022 AS A VIRTUAL MEETING

Date:

February 24, 2022

Time:

8:00 a.m., central standard time

Place:

www.virtualshareholdermeeting.com/JOUT2022

Record Date:

December 17, 2021

Agenda:

(1) To elect nine directors to serve for the ensuing year.

(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 30, 2022.

(3) To approve a non-binding advisory proposal on executive compensation.

(4) To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on Friday, December 17, 2021, will be entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof. Holders of Class A common stock, voting as a separate class, are entitled to elect three directors and holders of Class B common stock, voting as a separate class, are entitled to elect the remaining directors. The holders of Class A common stock and Class B common stock, voting together, as a single class, are entitled to vote on (1) the proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year, and (2) the non-binding advisory proposal on executive compensation. All shareholders of record are cordially invited to attend and participate in the meeting virtually. Shareholders of record may vote and submit questions while connected to the Annual Meeting on the Internet. Whether or not you plan to attend and participate in the virtual annual meeting, please complete, sign, date and return the enclosed proxy in the accompanying self-addressed postage pre-paid envelope or complete your proxy by following the instructions supplied on the proxy card for voting by telephone or via the Internet (or, if your shares are held in “street name” by a broker, nominee, fiduciary or other custodian, follow the directions given by the broker, nominee, fiduciary or other custodian regarding how to instruct it to vote your shares) as soon as possible. If you attend and participate in the virtual meeting and wish to vote during the virtual meeting, you will be able to do so using the 16-digit control number included on your Notice or Proxy Card or the instructions that accompanied your proxy materials.

			By Order of the Board of Directors

			Secretary & General Counsel
Racine, Wisconsin
January 7, 2022

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	PROXY STATEMENT SUMMARY			1
	PROXY STATEMENT			4
	PROPOSAL 1: ELECTION OF DIRECTORS			6
	Director Qualifications			6
	Class A Directors			7
	Class B Directors			8
	DIRECTORS’ MEETINGS AND COMMITTEES			10
	Meetings and Attendance			10
	Committees			11
	Charters of Committees			12
	CORPORATE GOVERNANCE MATTERS			13
	Director Independence			13
	Board Leadership Structure			13
	Board Diversity and Disclosure			14
	The Board’s Role in Risk Oversight			14
	Director Nominations			15
	Communications between Shareholders and the Board of Directors; Director Attendance at Annual Meetings			16
	Employee Code of Conduct and Code of Ethics; Corporate Governance Guidelines; and Procedures for Reporting of Accounting Concerns			17
	Assessing the Performance of the Board and Individual Directors			17
	Hedging and Margin Account Policies			17
	AUDIT COMMITTEE MATTERS			18
	Audit Committee Report			18
	Audit Committee Financial Expert			19
	Fees of Independent Registered Public Accounting Firm			19
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			20
	STOCK OWNERSHIP OF MANAGEMENT AND OTHERS			21

	EXECUTIVE OFFICERS			24
	EXECUTIVE COMPENSATION			25
	Compensation Discussion and Analysis			25
	Report of the Compensation Committee			34
	Summary Compensation Table			34
	Grants of Plan-Based Awards			35
	Outstanding Equity Awards at Fiscal Year End			36
	Option Exercises and Stock Vested			37
	Non-Qualified Deferred Compensation			37
	Employment Agreements			37
	Incentive Compensation Recovery (Clawback) Policy			37
	Post-Employment Compensation			38
	DIRECTOR COMPENSATION			40
	Director Summary Compensation Table			41
	CEO PAY RELATIVE TO MEDIAN PAY OF OUR EMPLOYEES			43
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			43
	Related Person Transactions			43
	Review and Approval of Related Person Transactions			43
	SECTION 16(a) REPORTS			43
	PROPOSAL 3: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION			44
	The Proposal			44
	Vote Required for Approval			45

	SHAREHOLDER PROPOSALS			46
	OTHER MATTERS			47

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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 2021 Annual Report on Form 10-K carefully before voting.

2022 ANNUAL MEETING OF STOCKHOLDERS

	Date and Time:			February 24, 2022 at 8:00 a.m., central standard time
	Place:			www.virtualshareholdermeeting.com/JOUT2022
	Record Date:			December 17, 2021

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 30, 2022.	FOR	20
Proposal 3:	To approve a non-binding advisory proposal on executive compensation.	FOR	44

DIRECTOR NOMINEES

Class A

John M. Fahey, Jr.

2001

✔

William (“Bill”) D. Perez

2018

✔

Paul G. Alexander

2021

✔

Class B

Helen P. Johnson-Leipold

1994

✔

Katherine Button Bell

2014

✔

Edward Stevens

2016

✔

Edward F. Lang

2006

✔

Richard (“Casey”) Sheahan

2014

✔

Liliann Annie Zipfel

2021

✔

A	Audit Committee

C	Compensation Committee

E	Executive Committee

NCGC	Nominating & Corporate Governance Committee

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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 Employees and Directors
•	Oversight of Risk Management (including with respect to the design of compensation programs)	•	Formal Corporate Governance Guidelines

2021 COMPENSATION

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

For more information, visit page 34.

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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

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JOHNSON OUTDOORS INC.

555 Main Street

Racine, Wisconsin 53403

PROXY STATEMENT

For The 2022 Annual Meeting of Shareholders

To Be Held Virtually On February 24, 2022

Important Notice Regarding the Availability of Proxy Materials for the

2022 Virtual Annual Meeting of Shareholders to be held on February 24, 2022:

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 7, 2022, to shareholders of record as of the close of business on December 17, 2021, 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 Thursday, February 24, 2022 at 8:00 a.m., central standard time, at the following weblink: www.virtualshareholdermeeting.com/JOUT2022 and at any adjournment or postponement thereof (the “Annual Meeting”).

You may vote in any of the following ways:

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)	complete the enclosed proxy card and then sign, date and return it in the postage pre-paid envelope provided; or

3)	vote by telephone or the Internet by following the instructions supplied on the proxy card.

If you submit a proxy now, your right to vote at the Annual Meeting is not waived should you decide to attend and vote online during the virtual meeting.

Shares represented by a properly executed proxy will be voted at the Annual Meeting and, when instructions have been given by the shareholder, will be voted in accordance with those instructions. If you submit a proxy without giving voting instructions, the persons named as proxies on the proxy card will vote your shares: (1) FOR the election of the directors named in this Proxy Statement, (2) FOR the ratification of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022, and (3) FOR approval of the non-binding advisory proposal on executive compensation.

As of the date of this Proxy Statement, the Company does not expect any matters to be voted upon at the Annual Meeting other than the proposals set forth in the accompanying Notice of Annual Meeting of Shareholders. If any other matters properly come before the Annual Meeting, including, among other things, consideration of a motion to adjourn the meeting to another time or place, a properly executed proxy gives the persons named as proxies on the proxy card authority to vote on such matters. The individuals named and acting as proxies will have the authority to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. If the Annual Meeting is adjourned or postponed, a proxy will remain valid and may be voted at the adjourned or postponed meeting.

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PROXY STATEMENT

You may revoke your proxy at any time before it is actually voted by giving written notice of revocation to the Secretary of the Company, by attending the Annual Meeting virtually and voting online or by submitting a duly executed proxy to the Company bearing a later date. Attendance and participating online in the Annual Meeting will not, by itself, revoke a proxy. If you have given voting instructions to a broker, nominee, fiduciary or other custodian that holds your shares in “street name,” you may revoke those instructions by following the directions given by the broker, nominee, fiduciary or other custodian. If a shareholder properly signs and returns the proxy card but does not specify how to vote, then the shareholder’s shares will be voted FOR the election of the directors listed in the enclosed proxy, FOR the ratification of RSM US LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year, and FOR approval of the non-binding advisory proposal on executive compensation.

Telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been properly recorded. Shareholders voting via the Internet should understand that there might be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that the shareholder must bear.

The record date for shareholders entitled to notice of and to vote at the Annual Meeting is December 17, 2021. On the record date, the Company had outstanding and entitled to vote 8,992,656 shares of Class A common stock and 1,207,882 shares of Class B common stock. A majority of the votes entitled to be cast at the Annual Meeting, represented either in person (including attending virtually) or by proxy, shall constitute a quorum with respect to the meeting. Holders of Class A common stock, voting as a separate class, elect three directors and are entitled to one vote per share for directors designated to be elected by holders of Class A common stock. Holders of Class B common stock elect the remaining directors and are entitled to one vote per share for directors designated to be elected by holders of Class B common stock. Holders of Class A common stock and Class B common stock voting together as a single voting group are entitled to vote on the proposal to ratify RSM US LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year, and to vote to approve the non-binding advisory proposal on executive compensation. The holders of Class A common stock are entitled to one vote per share, while holders of Class B common stock are entitled to ten votes per share on these two proposals. Approval of any other matter not specified in the Notice of Annual Meeting of Shareholders that may properly be presented at the Annual Meeting will require that the number of votes properly cast in favor of such matter exceed the number of votes properly cast against such matter, with the holders of the Class A common stock entitled to one vote per share and the holders of Class B common stock entitled to ten votes per share. Abstentions and broker non-votes (i.e., shares held by brokers in “street name,” voting on certain matters due to discretionary authority or instructions from the beneficial owners but not voting on other matters due to lack of authority to vote on such matters without instructions from the beneficial owner) will count toward the quorum requirement but will not count toward the determination of whether the directors are elected or whether such other matters are approved. The Inspector of Election appointed by our Board of Directors will count the votes and ballots.

Notice: The Annual Report to Shareholders, which contains certain additional information about the Company not required to be included in our Annual Report on Form 10-K, is available this year to shareholders at https://www.johnsonoutdoors.com/annual-report, 24 hours a day and free of charge. The Company is not including the information contained on or available through its website as part of, or incorporating such information by reference into, this Proxy Statement.

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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

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.”

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PROPOSAL 1: ELECTION OF 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.

	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.

	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.

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PROPOSAL 1: ELECTION OF 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.

	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.

	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.

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PROPOSAL 1: ELECTION OF 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.

	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.

	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.

Board of Directors Recommendation

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.

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DIRECTORS’ MEETINGS AND COMMITTEES

Meetings and Attendance

The Board of Directors has standing Executive, Audit, Compensation, and Nominating and Corporate Governance Committees. During the year ended October 1, 2021 (“fiscal 2021”), there were 8 meetings of the Board of Directors, 6 meetings of the Audit Committee, 5 meetings of the Compensation Committee, 5 meetings of the Nominating and Corporate Governance Committee and no meetings of the Executive Committee. Each director attended at least 75 percent of the aggregate number of (i) meetings of the Board of Directors held during the period for which he or she was a director during fiscal 2021 and (ii) meetings of the committees on which the director served during fiscal 2021.

Executive sessions or meetings of outside (non-management) directors without management present are held regularly for a general discussion of relevant subjects. In fiscal 2021, the outside directors met in executive session at least two times in accordance with the requirements of the NASDAQ Stock Market.

John M. Fahey, Jr.

William (“Bill”) D. Perez

Paul G. Alexander

Helen P. Johnson-Leipold

Thomas F. Pyle, Jr.

Katherine Button Bell

Edward Stevens

Edward F. Lang

Richard (“Casey”) Sheehan

Liliann Annie Zipfel

Thomas F. Pyle, Jr. was a director during fiscal 2021 and served as the Chairman of the Company’s Compensation Committee and as a member of the Executive and Audit Committees during the entirety of fiscal 2021. Mr. Pyle also serves as the Vice Chairman/Lead Independant Director. Mr. Pyle is retiring from the Board of Directors at the Annual Meeting and will not stand for re-election at the Annual Meeting. We expect the Nominating and Corporate Governance Committee to make recommendations to the Board of Directors with regard to appropriate successors to the roles of Chairman of the Compensation Committee and the Vice Chairman/Lead Independent Director role following Mr. Pyle’s retirement.

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DIRECTORS’ MEETINGS AND COMMITTEES

Committees


	Executive Committee Committee Members Helen P. Johnson-Leipold Thomas F. Pyle, Jr. Number of meetings in 2021: 0			Key Responsibilities

				The Executive Committee assists the Board of Directors in developing and evaluating general corporate policies and objectives and in discharging the Board of Directors’ responsibilities with respect to the management of the business and affairs of the Company when it is impracticable for the full Board to act. Present members of the Executive Committee are Ms. Johnson-Leipold and Mr. Pyle.


	Audit Committee Committee Members Edward F. Lang Edward Stevens Thomas F. Pyle, Jr. William (“Bill”) D. Perez Number of meetings in 2021: 6			Key Responsibilities

				The Audit Committee presently consists of Messrs. Lang (Chairman), Pyle, Stevens and Perez. The Audit Committee’s primary duties and responsibilities are to: (1) appoint the Company’s independent registered public accounting firm and determine its compensation; (2) serve as an independent and objective party to monitor the Company’s compliance with legal and regulatory requirements and the Company’s financial reporting, disclosure controls and procedures and internal controls and procedures; (3) review, evaluate and oversee the audit efforts of the Company’s independent registered public accounting firm and internal auditors; (4) provide an open avenue of communication among the independent registered public accounting firm, management, the internal auditors and the Board of Directors; and (5) prepare the Audit Committee Report required to be included in the Company’s annual proxy statement. The Audit Committee has the direct authority and responsibility to select, evaluate and, where appropriate, replace the independent registered public accounting firm, and is an “audit committee” for purposes of Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee’s report required by the rules of the Securities and Exchange Commission (“SEC”) appears beginning on page 18.


	Compensation Committee Committee Members Thomas F. Pyle, Jr. John M. Fahey, Jr. Katherine Button Bell Richard (“Casey”) Sheahan Liliann Annie Zipfel Number of meetings in 2021: 5			Key Responsibilities

				The Compensation Committee presently consists of Messrs. Pyle (Chairman), Fahey, Sheahan, Ms. Button Bell and Ms. Zipfel. The Compensation Committee administers the Company’s compensation programs and the compensation of the Company’s directors, officers and, at the option of the Committee, other managerial personnel of the Company and its subsidiaries, including, without limitation, fixing the cash compensation of such persons, establishing and administering benefit plans for such persons and determining benefits thereunder. Generally, the Compensation Committee also administers all incentive compensation and equity-based plans, such as stock option, restricted stock and restricted stock unit plans, in accordance with the terms of such plans, and approves awards under the incentive compensation and equity-based plans. The Compensation Committee also reviews and makes recommendations to the Board of Directors with respect to the compensation of the Company’s outside directors.

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SEC Form DEF 14A filed by Johnson Outdoors Inc.