1 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 Com- mission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 JOHNSON WORLDWIDE ASSOCIATES, INC. - ------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) JOHNSON WORLDWIDE ASSOCIATES, INC. - ------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check the appropriate box): [X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2). or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transactions applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: ------------------------------------------------------------------------ (2) Form, schedule or registration statement no.: ------------------------------------------------------------------------ (3) Filing party: ------------------------------------------------------------------------ (4) Date filed: ------------------------------------------------------------------------ 2 [JOHNSON WORLDWIDE LOGO] JOHNSON WORLDWIDE ASSOCIATES, INC. 1326 WILLOW ROAD STURTEVANT, WISCONSIN 53177 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 24, 1996 To the Shareholders of JOHNSON WORLDWIDE ASSOCIATES, INC. The Annual Meeting of Shareholders of Johnson Worldwide Associates, Inc. will be held on Wednesday, January 24, 1996 at 1:15 p.m., local time, at the Racine Marriott, 7111 Washington Avenue, Racine, Wisconsin, for the following purposes: 1. To elect 6 directors to serve for the ensuing year. 2. To transact such other business as may properly come before the meeting or any adjournment thereof. Shareholders of record at the close of business on Tuesday, December 12, 1995 will be entitled to notice of and to vote at the meeting and any adjournment or postponement thereof. Holders of Class A Common Stock, voting as a separate class, are entitled to elect two directors and holders of Class B Common Stock, voting as a separate class, are entitled to elect the remaining directors. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE PROXY CARD FOR CLASS A COMMON STOCK AND/OR THE PROXY CARD FOR CLASS B COMMON STOCK IN THE RETURN ENVELOPE PROVIDED IN ORDER TO BE SURE THAT YOUR SHARES WILL BE VOTED AT THE ANNUAL MEETING. By Order of the Board of Directors CARL G. SCHMIDT Secretary 3 JOHNSON WORLDWIDE ASSOCIATES, INC. 1326 WILLOW ROAD STURTEVANT, WISCONSIN 53177 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 24, 1996 This Proxy Statement, which is first being mailed to shareholders on or about December 22, 1995, is furnished in connection with the solicitation of proxies by the Board of Directors of Johnson Worldwide Associates, Inc. (the "Company") to be used at the Annual Meeting of Shareholders of the Company to be held on Wednesday, January 24, 1996 at 1:15 p.m., local time, at the Racine Marriott, 7111 Washington Avenue, Racine, Wisconsin, and at any adjournment or postponement thereof. Shareholders who execute proxies may revoke them at any time prior to the voting thereof by written notice addressed to the Secretary at the Company's address shown above, or by giving notice in open meeting. Unless so revoked, the shares represented by proxies received by the Board of Directors will be voted at the Annual Meeting and any adjournment or postponement thereof. Where a shareholder specifies a choice by means of a ballot provided in the proxy, the shares will be voted in accordance with such specification. The record date for shareholders entitled to notice of and to vote at the Annual Meeting is December 12, 1995. On the record date, the Company had outstanding and entitled to vote 6,896,959 shares of Class A Common Stock and 1,228,537 shares of Class B Common Stock. Holders of Class A Common Stock are entitled to one vote per share for directors designated to be elected by holders of Class A Common Stock and for other matters. Holders of Class B Common Stock are entitled to one vote per share for directors designated to be elected by holders of Class B Common Stock and ten votes per share for other matters. ELECTION OF DIRECTORS The Bylaws of the Company provide that the authorized number of directors is six. Six 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 Class A Common Stock have the right to elect 25% of the authorized number of directors and the holders of Class B Common Stock are entitled to elect the remaining directors. At the Annual Meeting, holders of Class A Common Stock will elect two directors and holders of Class B Common Stock will elect four directors. Donald W. Brinckman and Thomas F. Pyle, Jr. (the "Class A Directors") are the nominees designated to be voted on by the holders of Class A Common Stock, and Samuel C. Johnson, John D. Crabb, Helen P. Johnson-Leipold and Raymond F. Farley (the "Class B Directors") are the nominees designated to be voted on by the holders of Class B Common Stock. Proxies received from holders of Class A Common Stock will, unless otherwise directed, be voted for the election of the nominees designated to be voted on by the holders of Class A Common Stock and proxies received from holders of Class B Common Stock will, unless otherwise directed, be voted for the election of the nominees designated to be voted on by the holders of Class B Common Stock. Proxies of holders of Class A Common Stock cannot be voted for more than two persons and proxies of holders of Class B Common Stock cannot be voted for 1 4 more than four 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 at a meeting at which a quorum is present. "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 meeting by such class. Consequently, any shares not voted on this matter (whether by abstention, broker non-vote or otherwise) will have no effect on the election of directors, except to the extent the failure to vote for an individual results in that individual not receiving a sufficient number of votes to be elected. Listed below are the nominees of the Board of Directors for election at the Annual Meeting. Each of the nominees is presently a director of the Company. 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, will have discretionary authority to select and vote for substituted nominees. The Board of Directors has no reason to believe that any of the nominees will be unable or unwilling to serve. 2
BUSINESS EXPERIENCE DURING DIRECTOR NAME AGE LAST FIVE YEARS SINCE - ----------------------------------- --- --------------------------------------- -------- Samuel C. Johnson.................. 67 Chairman of the Board of the Company 1970 since January 1994; Chairman of the Executive Committee of the Board of Directors of the Company from October 1992 to January 1994; Chairman of the Board of the Company prior to October 1992; Chairman and until 1988, Chief Executive Officer of S.C. Johnson & Son, Inc. (manufacturer of household maintenance and industrial products). Director of Mobil Corporation, H. J. Heinz Company and Deere & Company. John D. Crabb...................... 52 President and Chief Executive Officer 1992 of the Company since January 1994; President and Chief Operating Officer of the Company from October 1992 to January 1994; Executive Vice President-Regional Director, Consumer Products, Europe of S.C. Johnson & Son, Inc. from 1990 to 1992; Vice President-Regional Director of Asia/Pacific of S.C. Johnson & Son, Inc. from 1984 to 1990. Raymond F. Farley.................. 71 Retired President and Chief Executive 1970 Officer and until 1988, Chief Operating Officer of S.C. Johnson & Son, Inc. Director of Hartmarx Corporation, Kemper Corporation and Snap-on Incorporated. 5 COMMITTEES The Board of Directors has standing Executive, Audit, Compensation and Stock Committees and does not have a nominating committee. The Executive Committee assists the Board of Directors in developing and evaluating general corporate policies and objectives and, subject to certain limitations, has the power to exercise fully the powers of the Board of Directors. Present members of the Executive Committee are Messrs. Johnson (Chairman), Farley and Crabb. The Audit Committee presently consists of Messrs. Brinckman (Chairman), Farley and Pyle. The Audit Committee annually recommends to the Board of Directors independent public accountants to act as auditors for the Company, reviews with the auditors in advance the scope of the annual audit, reviews with the auditors and management, from time to time, the Company's accounting principles, policies and practices and reviews with the auditors annually the results of their audit. The Compensation Committee presently consists of Messrs. Farley (Chairman), Brinckman and Pyle. The Compensation Committee determines the salaries and other nonequity-based compensation of the executive officers and key employees of the Company. The Stock Committee, which consists of Messrs. Pyle (Chairman) and Brinckman, determines all equity-based compensation for executive officers and key employees of the Company. The Stock Committee administers the Johnson Worldwide Associates, Inc. Amended and Restated 1986 Stock Option Plan, the Johnson Worldwide Associates, Inc. 1987 Employees' Stock Purchase Plan and the Johnson Worldwide Associates, Inc. 1994 Long-Term Stock Incentive Plan. 3
BUSINESS EXPERIENCE DURING DIRECTOR NAME AGE LAST FIVE YEARS SINCE - ----------------------------------- --- --------------------------------------- -------- Thomas F. Pyle, Jr. ............... 54 Chairman, President and Chief Executive 1987 Officer of Rayovac Corporation (manufacturer of batteries and lighting products). Director of Kewaunee Scientific Corporation and Riverside Paper Corporation. Donald W. Brinckman................ 64 Chairman and Founder and, until January 1988 1995, Chief Executive Officer of Safety-Kleen Corp. (provider of services to generators of hazardous waste fluids; primary service is parts cleaner service). Director of Pay-Chex, Inc. and Snap-on Incorporated. Helen P. Johnson-Leipold........... 38 Executive Vice President -- North 1994 American Businesses of the Company since October 1995. Vice President-Consumer Marketing Services-Worldwide of S.C. Johnson & Son, Inc. from 1992 until September 1995. Director of Marketing Services of S.C. Johnson & Son, Inc. from 1988 to 1992. Ms. Johnson-Leipold is the daughter of Samuel C. Johnson. 6 MEETINGS AND ATTENDANCE During the fiscal year ended September 29, 1995, there were five meetings of the Board of Directors, two meetings of the Audit Committee, three meetings of the Compensation Committee and no meetings of the Stock Committee (all actions were taken by unanimous written consent). All directors attended at least 75% of the meetings of the Board of Directors and at least 75% of the meetings of the committees on which they serve. COMPENSATION OF DIRECTORS Retainer and Fees. Each director who is not an employee of the Company ("non-employee director") is entitled to receive an annual retainer of $10,000 and $1,000 for each meeting of the Board of Directors and each committee meeting attended. Non-employee directors are also entitled to receive an annual retainer for serving on committees of the Board of Directors as follows: the Chairman of each committee receives $3,500 and the other members each receive $1,000. Stock-Based Plans. The Company maintains the Johnson Worldwide Associates, Inc. 1994 Non-Employee Director Stock Ownership Plan (the "1994 Director Plan"), which was approved by shareholders on January 27, 1994. The 1994 Director Plan provides for up to 50,000 shares of Class A Common Stock to be issued to non- employee directors in the following forms: Stock Options. Under the 1994 Director Plan, simultaneous with shareholder approval, each non-employee director was granted an option to purchase 5,000 shares of Class A Common Stock. Thereafter, on the date on which a nonemployee director, other than a director who was serving on the date of shareholder approval of the 1994 Director Plan, is first elected or appointed as a director of the Company during the existence of the 1994 Director Plan, such non-employee director will automatically be granted an option to purchase 5,000 shares of Class A Common Stock. The exercise price for such options will be the fair market value of a share of Class A Common Stock on the date of grant. Options will have a term of ten years and become fully exercisable one year after the date of grant. Restricted Stock Awards. In addition, each non-employee director of the Company will automatically be granted 500 shares of Class A Common Stock on the date of the Company's annual meeting of shareholders in each year during the existence of the 1994 Director Plan. Shares of Class A Common Stock granted to non-employee directors will not be eligible to be sold or otherwise transferred while the non-employee director remains a director of the Company and thereafter the restrictions will lapse. However, a non-employee director may transfer the shares to any trust or other estate in which the director has a substantial interest or a trust of which the director serves as trustee and to his or her spouse and certain other related persons, provided the shares will continue to be subject to the transfer restrictions described above. On January 25, 1995, 500 shares of restricted stock were awarded to each of the non-employee directors of the Company at that time (Messrs. Johnson, Farley, Pyle and Brinckman and Ms. Johnson-Leipold). STOCK OWNERSHIP OF MANAGEMENT AND OTHERS The following table sets forth certain information at November 15, 1995 regarding the beneficial ownership of each class of the Company's Common Stock by each director, each person known by the Company to own beneficially more than 5% of either class of the Company's Common Stock, each executive officer named in the Summary Compensation Table set forth below, and all directors and executive officers as a group based upon 4 7 information furnished by such persons. Except as indicated in the footnotes, the persons listed have sole voting and investment power over the shares beneficially owned. - --------------- * The amount shown is less than 1% of the outstanding shares of such class. 5
CLASS A COMMON STOCK(1) CLASS B COMMON STOCK(1) --------------------------------- --------------------------------- PERCENTAGE OF PERCENTAGE OF NUMBER OF CLASS NUMBER OF CLASS NAME AND ADDRESS SHARES OUTSTANDING SHARES OUTSTANDING - ------------------------------------ --------- ------------- --------- ------------- Samuel C. Johnson................... 1,601,236(2)(3) 23.2% 1,054,000(2)(4) 85.8% 4041 North Main Street Racine, Wisconsin 53402 Imogene P. Johnson.................. 34,268(4) * 1,029,000(4) 83.8 4041 North Main Street Racine, Wisconsin 53402 JWA Consolidated, Inc............... 114,464(5) 1.7 1,029,000(4) 83.8 4041 North Main Street Racine, Wisconsin 53402 Johnson Heritage Trust Company...... 348,796(6) 5.1 142,616(6) 11.6 4041 North Main Street Racine, Wisconsin 53402 Helen P. Johnson-Leipold............ 228,488(5)(7)(8) 3.3 1,048,392(4)(6)(8) 85.3 4041 North Main Street Racine, Wisconsin 53402 Ariel Capital Management, Inc....... 1,305,815(9) 19.1(9) -- -- 307 North Michigan Avenue Chicago, Illinois 60601 J.P. Morgan & Co. Incorporated...... 543,400(10) 7.9(10) -- -- 60 Wall Street New York, New York 10260 Quest Advisory Corp................. 414,100(11) 6.0(11) -- -- 1414 Avenue of the Americas New York, New York 10019 Raymond F. Farley................... 43,728(3) * 8,330 * Thomas F. Pyle, Jr.................. 9,738(3) * -- -- Donald W. Brinckman................. 9,557(12) * -- -- John D. Crabb....................... 75,833(13) 1.0 -- -- Philippe Blime...................... 43,166(14) * -- -- Robert L. Inslee.................... 26,076(15) * -- -- Carl G. Schmidt..................... 11,333(16) * -- -- All directors and executive officers.......................... 2,049,155(2)(4)(5) 29.1 1,081,722(2)(4) 88.0 as a group (9 persons) (6)(8)(17) (6)(8) 8 (1) Shares of Class B Common Stock ("Class B Shares") are convertible on a share-for-share basis into shares of Class A Common Stock ("Class A Shares") at any time at the discretion of the holder thereof. As a result, a holder of Class B Shares is deemed to beneficially own an equal number of Class A Shares. However, in order to avoid overstatement of the aggregate beneficial ownership of Class A Shares and Class B Shares, the Class A Shares reported in the table do not include Class A Shares which may be acquired upon the conversion of Class B Shares. (2) Shares reported by Mr. Johnson include 98,000 Class A Shares and 1,029,000 Class B Shares over which Mr. Johnson may be deemed to share voting power and investment power. The 98,000 Class A Shares are held of record by a corporation controlled by Mr. Johnson through various trusts. The 1,029,000 Class B Shares are held of record by the Johnson Worldwide Associates, Inc. Class B Common Stock Voting Trust ("Voting Trust") of which certain trusts of which Mr. Johnson serves as sole trustee are Voting Trust unit holders. Mr. Johnson owns 1,244,206 Class A Shares and 95,516 Class B Shares as sole trustee of a trust for his benefit and reports beneficial ownership of the remaining Class A Shares and Class B Shares indirectly as the sole trustee of a trust for the benefit of Mr. Johnson, members of his family or related entities (the "Johnson Family"), as the sole trustee of a shareholder of certain corporations, or pursuant to options to acquire Class A Shares. Not included in the number of Class A Shares or Class B Shares beneficially owned by Mr. Johnson are Class A Shares or Class B Shares held by Mr. Johnson's wife, Imogene P. Johnson, by family partnerships of which Mr. Johnson is not a general partner, or does not directly or indirectly control, a general partner, by corporations in which all of the common stock is beneficially owned by Mr. Johnson's adult children or by Johnson Heritage Trust Company, Inc. ("JHT"), except as otherwise noted. (3) Includes options to acquire 7,738 Class A Shares, which options are exercisable within 60 days. (4) Shares reported by Mrs. Johnson include 1,029,000 Class B Shares directly held by the Voting Trust and over which Mrs. Johnson has shared voting power and shared investment power as sole trustee of the Voting Trust, and all of which are also reported as beneficially owned by Mr. Johnson, Ms. Johnson-Leipold and JWA Consolidated, Inc. as Voting Trust unit holders. Mrs. Johnson reports the remaining shares as personally owned. (5) The 114,464 Class A Shares are also reported as beneficially owned by Ms. Johnson-Leipold as sole trustee of the Samuel C. Johnson Family Trust, which controls JWA Consolidated, Inc. (6) Includes 299,280 Class A Shares and 75,992 Class B Shares over which JHT has shared voting power and shared investment power. JHT reports beneficial ownership of the Class A Shares and Class B Shares reflected in the table as sole trustee of various trusts principally for the benefit of members of the Johnson Family. Mr. Johnson is directly or indirectly the controlling shareholder of JHT. (7) Includes options to acquire 5,000 Class A Shares, which options are exercisable within 60 days. (8) Includes 109,024 Class A Shares and 19,392 Class B Shares over which Ms. Johnson-Leipold has shared voting power and shared investment power, all of which are reported as beneficially owned by JHT. Ms. Johnson-Leipold beneficially owns such Class A Shares and Class B Shares indirectly as the settlor and beneficiary of a trust and through such trust as a general partner of certain limited partnerships controlled by the Johnson Family and as a controlling shareholder, with trusts for the benefit of Mr. Johnson and his adult children, of certain corporations. (9) The information is based on a report on Schedule 13G, dated February 8, 1995, filed by Ariel Capital Management, Inc. ("Ariel") with the Securities and Exchange Commission. Ariel reported sole voting power with respect to 904,640 of the shares, shared voting power with respect to 82,650 of the shares and sole dispositive power with respect to all of the shares. 6 9 (10) The information is based on a report on Schedule 13G, dated December 30, 1994, filed by J.P. Morgan & Co. Incorporated ("J.P. Morgan") with the Securities and Exchange Commission. J.P. Morgan reported sole voting power with respect to 353,721 of the shares and sole dispositive power with respect to all of the shares. (11) The information is based on a report on Schedule 13G, dated February 10, 1995, filed by Quest Advisory Corp. ("Quest"), Quest Management Company, a general partnership ("QMC") and Charles M. Royce with the Securities and Exchange Commission. Mr. Royce may be deemed to be a controlling person of Quest and QMC and as such may be deemed to beneficially own their shares. Quest reported sole voting and sole dispositive power with respect to all of the reported shares and QMC reported sole voting and sole dispositive power with respect to 14,200 shares (which are not included in the reported shares). (12) Includes options to acquire 7,057 Class A Shares, which options are exercisable within 60 days. (13) Includes options to acquire 50,833 Class A Shares, which options are exercisable within 60 days. (14) Includes options to acquire 43,166 Class A Shares, which options are exercisable within 60 days. (15) Includes options to acquire 20,325 Class A Shares, which options are exercisable within 60 days. (16) Includes options to acquire 8,333 Class A Shares, which options are exercisable within 60 days. (17) Includes options to acquire 157,928 Class A Shares for all officers and directors as a group, which options are exercisable within 60 days. At November 15, 1995, the Johnson Family beneficially owned 2,145,138 Class A Shares, or approximately 31.0% of the outstanding Class A Shares, and 1,160,036 Class B Shares, or approximately 94.4% of the outstanding Class B Shares. EXECUTIVE COMPENSATION COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION The Compensation Committee of the Board of Directors is responsible for all nonequity-based compensation and benefits provided to the Company's Chief Executive Officer and the four other most highly compensated executive officers. All equity-based compensation decisions are made by the Stock Committee of the Board of Directors, which is comprised of two members of the Compensation Committee. Set forth below are tables and a report explaining the rationale underlying fundamental executive compensation decisions affecting the Company's executive officers, including the executive officers named in the Summary Compensation Table (the "Named Executive Officers"). OVERALL COMPENSATION PHILOSOPHY The Company's compensation program is based on important beliefs and guiding principles designed to align compensation with Company performance, business strategy, Company values and management initiatives. The Company's overall compensation objectives are: - to motivate and reward achievement of both near-term and long-term business goals; - to attract and retain key individuals critical to the success of the Company; - to align management interests with those of shareholders through the use of equity-based compensation plans, delivering appropriate ownership in the Company; 7 10 - to reinforce a strong performance-oriented environment through leveraged variable incentive bonuses based on business results; and - to provide total compensation opportunities which are fully competitive with other recreation and sporting goods companies. The Company has developed an overall compensation strategy and specific compensation plans that tie a significant portion of executive compensation to the Company's success in meeting specified financial goals and the executive's success in meeting specific performance goals. As an executive's level of responsibility increases, a greater portion of total compensation is based on performance-based incentive compensation and less on salary and employee benefits, creating the potential for greater variability in the individual's compensation level from year to year. The mix, level and structure of performance-based incentive elements reflect market industry practices as well as the executive's role and relative impact on business results. The Compensation Committee continually monitors the operation of the Company's executive compensation program and periodically conducts a full review of the Company's executive compensation program. In fiscal 1995, the review included a comprehensive report from independent compensation consultants assessing the effectiveness of the Company's compensation program by comparing the Company's executive compensation, corporate performance and total return to shareholders to a group of public corporations in the recreation and sporting goods industry and certain leading manufacturing companies located in Wisconsin (the "Comparator Group"). The Comparator Group used for compensation analysis included, but was not limited to, companies in the peer group established to compare shareholder returns. The Compensation Committee reviewed the selection of companies used for this analysis and believes that these companies represent the Company's most direct competitors for executive talent in the industry and in Wisconsin. The Compensation Committee determines the compensation of the Chief Executive Officer and sets policies for, reviews and approves the recommendations of management (subject to such adjustments as may be deemed appropriate by the Committee) with respect to the compensation awarded to other corporate and subsidiary officers and other key employees (including the other Named Executive Officers). The key elements of the Company's executive compensation program consist of base salary, annual discretionary bonus and long-term stock incentives. The senior executive compensation packages are increasingly weighted toward programs contingent upon the Company's performance, as well as the executive's role and relative impact on business results. As a result, actual compensation levels of senior executives in any particular year may vary within the range of compensation levels of the competitive marketplace based on the Company's actual performance relative to its business plan and its prior year's financial results. Although the Compensation Committee believes strongly in offering compensation opportunities competitive with those of comparable members in the Company's industry, the most important considerations in setting annual compensation are Company performance and individual contributions. A general description of the elements of the Company's compensation package, including the basis for the compensation awarded to the Company's Chief Executive Officer for the 1995 fiscal year, are described below. BASE SALARY Base salaries are initially determined by evaluating the responsibilities of the position, the experience of the individual and the salaries for comparable positions in the competitive marketplace. Base salary levels for the Company's executive officers are generally positioned to be competitive with comparable positions in the Comparator Group. The Compensation Committee annually reviews each executive officer's base salary. In determining annual salary adjustments for executive officers, the Committee considers various factors including 8 11 the individual's performance and contribution, the average percentage pay increases provided by the marketplace for similar positions and the Company's performance. In the case of executive officers with responsibility for a particular business unit, such unit's financial results are also considered. The Compensation Committee, where appropriate, also considers nonfinancial performance measures such as improvements in product quality, manufacturing efficiency gains and the enhancement of relations with Company customers and employees. The Compensation Committee exercises discretion in setting base salaries within the guidelines discussed above. With respect to the base salary paid to Mr. Crabb in 1995, the Compensation Committee increased his base salary by 3.1% from $320,000 to $330,000 effective in January 1995 to reflect the Compensation Committee's assessment of the factors listed above. ANNUAL DISCRETIONARY BONUS PROGRAM The Company's executive officers are eligible for annual cash bonus awards. Target bonuses (ranging from 20% to 70% of an executive's base salary depending on his or her position) and performance goals are established by the Compensation Committee for each executive officer at the beginning of each fiscal year to provide the basis for these annual bonus awards. Award opportunities are generally competitive with industry practices contingent upon achieving specific objectives. The primary factors considered in determining an award are the executive's performance and the Company's performance in meeting predetermined near-term and long-term operating and personnel objectives. Specifically, the Compensation Committee considers overall Company performance based on financial measures such as sales growth and net income growth, as well as operational measures including improvements in product quality and new product development. As an executive's level of responsibility increases, a greater portion of his bonus opportunity is based on financial performance measures and less on operational performance measures. Eligible executives are assigned minimum, target and maximum bonus levels. The Compensation Committee reviews the attainment of financial and performance goals and awards bonuses in its discretion. If a minimum corporate net income threshold, which is established by the Compensation Committee, is not met, generally no bonuses will be paid. However, bonuses are discretionary and may be paid for exemplary individual performance. In 1995, the Company accomplished a number of significant objectives to enhance its future potential, including the acquisition and integration of several businesses and the development of the 1996 new product program. In addition, the Company experienced successful sales growth in all geographic areas and achieved acceptable operating results for its overall European operations. However, overall 1995 Company operating results did not meet the threshold levels established by the Compensation Committee in order for Mr. Crabb to qualify for a bonus. LONG-TERM STOCK INCENTIVES Long-term stock incentives are designed to encourage and create significant ownership of Company stock by key executives, thereby promoting a close identity of interests between the Company's management and its shareholders. Another objective of long-term stock incentives is to encourage and reward executives for long-term strategic management and the enhancement of shareholder value. The Company's equity-based award practices are designed to be competitive with those offered by other recreation and sporting goods companies and other leading manufacturing companies in Wisconsin. To this end, the Stock Committee considers recommendations from the Company's independent compensation consultants in determining the level of equity-based awards. The 9 12 Company currently grants two forms of long-term stock incentives: stock options and, on a more selective basis, restricted stock. Stock Options. Under the Company's 1986 Stock Option Plan and the 1994 Long-Term Stock Incentive Plan, nonqualified stock options have been the primary form of long-term incentive compensation. Options typically are granted annually, with the size of grants varying based on several factors, including the executive's level of responsibility and past contributions to the Company as well as the practices of peer companies. Consideration is also given to a person's potential for future responsibility and promotion. The number of shares covered by grants generally reflects competitive industry practices. Stock options are granted with an exercise price equal to the market price of the Common Stock on the date of grant. Stock options granted in 1995 vest ratably over a three year period. Vesting schedules are designed to encourage the creation of shareholder value over the long-term since the full benefit of the compensation package cannot be realized unless stock price appreciation occurs over a number of years. Stock option grants in fiscal 1995 reflect the considerations discussed above. In 1995, Mr. Crabb received options to purchase 25,000 shares at an exercise price of $18.625 per share. Restricted Stock. The Company has a Restricted Stock Plan, which was adopted in 1986. The 1994 Long-Term Stock Incentive Plan also allows for the issuance of restricted stock. Under these plans, grants are made on a highly selective basis to executive officers. From time to time, current executives may receive grants of restricted stock to recognize corporate successes and individual contributions. The Stock Committee decides appropriate award amounts based on the circumstances of the situation (for example, in the case of a new hire, the level of the position to be filled and the qualifications of the executive sought to fill that role). COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M) It is anticipated that all 1995 compensation to executives will be fully deductible under Section 162(m) of the Internal Revenue Code and therefore the Compensation Committee determined that a policy with respect to qualifying compensation paid to executive officers for deductibility is not necessary. COMPENSATION COMMITTEE Raymond F. Farley (Chairman) Donald W. Brinckman Thomas F. Pyle, Jr. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The current members of the Compensation Committee are identified above. Ms. Helen P. Johnson-Leipold, a member of the Compensation Committee until her employment by the Company in October 1995, was indirectly a party to certain transactions between the Company and S.C. Johnson & Son, Inc., a corporation controlled by Samuel C. Johnson, Ms. Johnson-Leipold's father, and the Johnson Family during fiscal 1995. The Company purchases certain services from S.C. Johnson & Son, Inc., including consulting services and administrative services. The total amount accrued by the Company for the foregoing services during the fiscal year ended September 29, 1995 was approximately $523,000. The Company believes that the amounts paid to S.C. Johnson & Son, Inc. for the aforementioned services are no greater than the fair market value of such services. 10 13 SUMMARY COMPENSATION INFORMATION The following table sets forth certain information concerning compensation paid for the last three fiscal years to the Chief Executive Officer and each of its four other most highly compensated executive officers. SUMMARY COMPENSATION TABLE FOOTNOTES TO SUMMARY COMPENSATION TABLE (1) Mr. Crabb has been President and Chief Executive Officer since January 1994. Prior to that, he served as President and Chief Operating Officer. (2) Mr. Blime has been Vice President of the Company and President of JWA Europe since July 1993. Prior to that, he served as President and Director General -- Mitchell Sports, S.A., a subsidiary of the Company. Mr. Blime is paid in French francs. (3) Mr. Schmidt has been Senior Vice President and Chief Financial Officer, Secretary and Treasurer since May 1995. From July 1994 to May 1995 he served as Vice President, Chief Financial Officer, Secretary and Treasurer. (4) Ms. Johnson-Leipold joined the Company as an officer in October 1995. (5) The amounts in the table reflect the market value on the date of grant (net of any consideration paid by the named executive officer) of restricted shares of Class A Common Stock awarded under the Restricted Stock Plan. The number of restricted (unvested) shares held by the named executive officers and the market value of such shares (net of any consideration paid by the named executive officers) as of September 29, 1995 were as follows: Mr. Crabb 10,000 shares ($239,500) and Mr. Schmidt 3,000 shares ($71,850). Mr. Crabb received an award of 10,000 shares of restricted stock on each of October 1, 1992 and October 1, 1993 and Mr. Schmidt received an award of 3,000 shares of restricted stock on May 1, 1995. One-third of the shares 11
LONG-TERM COMPENSATION -------------------------- ANNUAL COMPENSATION SECURITIES ------------------------------------------------ RESTRICTED UNDERLYING NAME AND PRINCIPAL OTHER ANNUAL STOCK STOCK ALL OTHER POSITION YEAR SALARY($) BONUS($) COMPENSATION($) AWARDS($)(5) OPTIONS(#) COMPENSATION($)(6) - ------------------------- ---- --------- -------- --------------- ------------ ---------- ------------------- John D. Crabb............ 1995 $ 327,500 $ -- $ -- $ -- 25,000 $16,620 President and Chief 1994 310,000 -- -- -- 25,000 20,760 Executive Officer(1) 1993 280,000 155,000 -- 398,750 40,000 21,006 Philippe Blime........... 1995 178,110 25,000 -- -- 15,000 -- Vice President, President 1994 158,220 34,000 -- -- 20,000 -- of JWA Europe(2) 1993 104,190 -- -- -- 63,000 -- Carl G. Schmidt.......... 1995 167,917 -- -- 66,750 15,000 15,838 Senior Vice President and 1994 29,744 -- 25,000 -- 10,000 -- Chief Financial 1993 -- -- -- -- -- -- Officer, Secretary and Treasurer(3) Robert L. Inslee......... 1995 123,750 -- -- -- 3,000 13,613 Vice President, Human 1994 118,000 -- -- -- 5,000 12,980 Resources 1993 110,500 36,000 -- -- 3,500 11,890 Helen P. 1995 -- -- -- (7) --) (7) Johnson-Leipold........ 1994 -- -- -- (7) (7 (7) Executive Vice President 1993 -- -- -- -- -- -- - -- North American Businesses(4) 14 awarded to Messrs. Crabb and Schmidt vest on each successive anniversary of the date of award. Holders of restricted shares are entitled to receive dividends, if any, on such shares. (6) The amounts shown in this column consist of the following: a) Amounts to be credited for retirement contributions during the fiscal year ended September 29, 1995 are $12,000 for Messrs. Crabb and Schmidt and $9,900 for Mr. Inslee. b) Company matching contributions to the executives' 401(k) plan accounts during the fiscal year ended September 29, 1995 are $4,620 for Mr. Crabb, $3,838 for Mr. Schmidt and $3,713 for Mr. Inslee. (7) Does not include restricted stock awards, stock option grants or amounts paid for services as a Director of the Company during 1995 and 1994. STOCK-BASED COMPENSATION The following table provides details regarding stock options granted to the Named Executive Officers in fiscal 1995 under the Johnson Worldwide Associates, Inc. Amended and Restated 1986 Stock Option Plan or the Johnson Worldwide Associates, Inc. 1994 Long-Term Stock Incentive Plan. In addition, this table shows hypothetical gains that would exist for the respective options granted to the Named Executive Officers. These gains are based on assumed rates of annual compound stock price appreciation of 5% and 10% from the date the options were granted over the full option term. OPTION GRANTS IN FISCAL 1995 - --------------- (1) One-third of the option vests and becomes exercisable each successive year after grant, commencing December 13, 1995. 12
POTENTIAL REALIZABLE VALUES AT ASSUMED ANNUAL RATES OF NUMBER OF STOCK PRICE SECURITIES % OF TOTAL APPRECIATION UNDERLYING OPTIONS GRANTED EXERCISE OR FOR OPTION TERM OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION ---------------------- NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE 5% 10% - -------------------------- ------------- --------------- ----------- ---------- -------- -------- John D. Crabb............. 25,000 21.0% $18.625 12/23/04 $292,829 $742,086 Philippe Blime............ 15,000 12.6 18.625 12/23/04 175,697 445,252 Carl G. Schmidt........... 15,000 12.6 18.625 12/23/04 175,697 445,252 Robert L. Inslee.......... 3,000 2.5 18.625 12/23/04 35,139 89,050 Helen P. Johnson-Leipold......... -- -- -- -- -- -- 15 The following table shows stock option exercises by the Named Executive Officers during fiscal 1995. In addition, this table includes the number of shares remaining covered by both "exercisable" (i.e., vested) and "unexercisable" (i.e., unvested) stock options as of September 29, 1995. Also reported are the values for "in-the-money" options which represent the positive spread between the exercise price of any such existing stock options and the September 29, 1995 closing price of the Class A Common Stock of $24.00. AGGREGATE OPTION EXERCISES IN FISCAL 1995 AND FISCAL 1995 YEAR-END OPTION VALUES 13
NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT 9/29/95 OPTIONS AT 9/29/95 SHARES ACQUIRED VALUE ---------------------------- ---------------------------------- NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE($) UNEXERCISABLE($) - ---------------------- --------------- ----------- ----------- ------------- -------------- ---------------- John D. Crabb......... -- $-- 26,250 63,750 $117,499 $264,374 Philippe Blime........ -- -- 36,500 61,500 131,188 214,313 Carl G. Schmidt....... -- -- 3,333 21,667 833 82,292 Robert L. Inslee...... -- -- 15,950 9,750 85,500 37,063 Helen P. Johnson- Leipold............. -- -- 5,000 -- -- -- 16 TOTAL SHAREHOLDER RETURN The graph below compares on a cumulative basis the yearly percentage change since September 28, 1990 in (a) the total return to shareholders on the Class A Common Stock with (b) the total return on the Nasdaq Stock Market-U.S. Index and (c) the total return on a self-constructed peer group index. The peer group consists of the Company, Anthony Industries, Inc., Brunswick Corporation, The Coleman Company, Inc., Huffy Corporation and Outboard Marine Corporation. The graph assumes $100 was invested on September 28, 1990 in Class A Common Stock, the Nasdaq Stock Market-U.S. Index and the peer group index. 14
Johnson Measurement Period Worldwide NASDAQ Stock (Fiscal Year Covered) Associates Peer Group Market-U.S. 09/28/90 100.00 100.00 100.00 09/27/91 112.90 160.70 156.60 10/2/92 87.60 169.10 172.80 10/1/93 101.20 206.90 230.90 09/30/94 124.70 264.70 232.90 09/29/95 112.90 269.80 320.70 17 SUPPLEMENTAL RETIREMENT AGREEMENTS The Company has supplemental retirement arrangements with certain executive officers of the Company who were formerly employed by S.C. Johnson & Son, Inc. Under these agreements, upon an employee's termination of employment with the Company (other than termination for cause) the Company will pay to such employee an annuity representing the difference between (1) the benefit that such employee would have received under the S.C. Johnson & Son, Inc. pension plan plus the benefit which could be purchased with the S.C. Johnson & Son, Inc. deferred profit sharing benefits that the employee would have earned had he or she remained at S.C. Johnson & Son, Inc. rather than transferring to the Company; and (2) the sum of the benefit that the employee actually is entitled to receive under the S.C. Johnson & Son, Inc. pension plan and the annuity benefit which could be purchased with the deferred profit sharing benefits payable under the Johnson Worldwide Associates Retirement and Savings Plan. For purposes of clause (1) above, the benefits under the S.C. Johnson & Son, Inc. pension and deferred profit sharing plans are calculated on the assumption that the employee would have earned his or her Company salary and that the employee would terminate employment with S.C. Johnson & Son, Inc. on the date his or her employment with the Company terminates. A supplemental retirement agreement has been entered into with Mr. Crabb. For the fiscal year ended September 29, 1995, the amount accrued by the Company for the benefit of Mr. Crabb was $75,681. CERTAIN TRANSACTIONS The Company purchases certain services from S.C. Johnson & Son, Inc., a corporation controlled by Samuel C. Johnson, a director of the Company, and the Johnson Family, including consulting services and administrative services. The Company believes that the amounts paid to S.C. Johnson & Son, Inc. are no greater than the fair market value of the services. The total amount accrued by the Company for the foregoing services during the fiscal year ended September 29, 1995 was approximately $523,000. Under the terms of the acquisition agreement pursuant to which the Company acquired Mitchell Sports, S.A. in 1989, Philippe Blime, as a former equity holder of Mitchell, is entitled in 1995 to an additional purchase price payment based on Mitchell's 1994 operating results. The amount of such payment to Mr. Blime will total $319,000. Mr. Blime is currently a Vice President of the Company and President of JWA Europe. INDEPENDENT AUDITORS KPMG Peat Marwick LLP ("KPMG") served as the independent auditors for the purpose of auditing the consolidated financial statements of the Company for the fiscal year ended September 29, 1995. Representatives of KPMG will be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and to respond to appropriate questions. The Board of Directors will not choose independent public accountants for the purpose of auditing the consolidated financial statements of the Company for the fiscal year ending September 27, 1996 until after the 1996 Annual Meeting of Shareholders. SHAREHOLDER PROPOSALS All shareholder proposals for presentation at the 1997 Annual Meeting of Shareholders must be received at the offices of the Company, 1326 Willow Road, Sturtevant, Wisconsin 53177 by August 25, 1996 for inclusion in the proxy statement and form of proxy relating to the meeting. 15 18 OTHER MATTERS Section 16(a) of the Securities Exchange Act of 1934 requires the Company's executive officers, directors, and more than 10% shareholders to file with the Securities and Exchange Commission reports on prescribed forms of their ownership and changes in ownership of Company stock and furnish copies of such forms to the Company. Based solely on a review of the copies of such forms furnished to the Company, or written representations that no Form 5 was required to be filed, the Company believes that during the fiscal year ended September 29, 1995, all reports required by Section 16(a) to be filed by the Company's officers, directors and more than 10% shareholders were filed on a timely basis. THE COMPANY HAS FILED AN ANNUAL REPORT ON FORM 10-K WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS FISCAL YEAR ENDED SEPTEMBER 29, 1995. THE COMPANY WILL PROVIDE A COPY OF THIS FORM 10-K WITHOUT CHARGE TO EACH PERSON WHO IS A RECORD OR BENEFICIAL HOLDER OF SHARES OF CLASS A COMMON STOCK OR CLASS B COMMON STOCK ON THE RECORD DATE FOR THE ANNUAL MEETING AND WHO SUBMITS A WRITTEN REQUEST. REQUESTS FOR COPIES OF THE FORM 10-K SHOULD BE ADDRESSED TO THE SECRETARY, JOHNSON WORLDWIDE ASSOCIATES, INC., 1326 WILLOW ROAD, STURTEVANT, WISCONSIN 53177. The cost of soliciting proxies will be borne by the Company. The Company expects to solicit proxies primarily by mail. Proxies may also be solicited in person or by telephone by certain officers and employees of the Company. It is not anticipated that anyone will be specially engaged to solicit proxies or that special compensation will be paid for that purpose. The Company will reimburse brokers and other nominees for their reasonable expenses in communicating with the persons for whom they hold stock of the Company. Management knows of no matters other than those stated which are likely to be brought before the Annual Meeting. However, in the event that any other matters shall properly come before the meeting, it is the intention of the persons named in the proxy forms to vote the shares represented by each such proxy in accordance with their judgment on such matters. By Order of the Board of Directors CARL G. SCHMIDT Secretary 16 19 CLASS A COMMON STOCK PROXY JOHNSON WORLDWIDE ASSOCIATES, INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 24, 1996 The undersigned constitutes and appoints JOHN D. CRABB and CARL G. SCHMIDT, and each of them, each with full power to act without the other, and each with full power of substitution, the true and lawful proxies of the undersigned, to represent and vote, as designated below, all shares of Class A Common Stock of Johnson Worldwide Associates, Inc. which the undersigned is entitled to vote at the Annual Meeting of Shareholders of such corporation to be held at the Racine Marriott, 7111 Washington Avenue, Racine, Wisconsin, on Wednesday, January 24, 1996, 1:15 p.m. local time, and at any adjournment thereof: 1. Election of Directors / / FOR all nominees listed / / WITHHOLD authority By Holders of Class below (except as marked to vote for all A Common Stock to the contrary below). nominees listed below. Donald W. Brinckman, Thomas F. Pyle, Jr. (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below.) _______________________________________________________________ 2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1. (continued on reverse side) THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES SPECIFIED IN ITEM 1. The undersigned acknowledges receipt of the Notice of said Annual Meeting and the accompanying Proxy Statement and Annual Report. Date:__________________________,19______ Signed:_________________________________ _________________________________ (Please Print Name) Note: Please sign exactly as your name appears on your stock certificate. Joint owners should each sign personally. A corporation should sign full corporate name by duly authorized officers and affix corporate seal, if any. When signing as attorney, executor, administrator, trustee or guardian, give full title as such. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF JOHNSON WORLDWIDE ASSOCIATES, INC. 20 CLASS B COMMON STOCK PROXY JOHNSON WORLDWIDE ASSOCIATES, INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JANUARY 24, 1996 The undersigned constitutes and appoints JOHN D. CRABB and CARL G. SCHMIDT, and each of them, each with full power to act without the other, and each with full power of substitution, the true and lawful proxies of the undersigned, to represent and vote, as designated below, all shares of Class B Common Stock of Johnson Worldwide Associates, Inc. which the undersigned is entitled to vote at the Annual Meeting of Shareholders of such corporation to be held at the Racine Marriott, 7111 Washington Avenue, Racine, Wisconsin, on Wednesday, January 24, 1996, 1:15 p.m. local time, and at any adjournment thereof. 1. Election of Directors / / FOR all nominees listed / / WITHHOLD authority By Holders of Class B below (except as marked to vote for all Common Stock to the contrary below). nominees listed below. Samuel C. Johnson, John D. Crabb, Helen P. Johnson-Leipold and Raymond F. Farley (INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided below.) _______________________________________________________________ 2. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1. (continued on reverse side) THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES SPECIFIED IN ITEM 1. The undersigned acknowledges receipt of the Notice of said Annual Meeting and the accompanying Proxy Statement and Annual Report. Date: ____________________________, 19___ Signed: _________________________________ _________________________________ (Please Print Name) Note: Please sign exactly as your name appears on your stock certificate. Joint owners should each sign personally. A corporation should sign full corporate name by duly authorized officers and affix corporate seal, if any. When signing as attorney, executor, administrator, trustee or guardian, give full title as such. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF JOHNSON WORLDWIDE ASSOCIATES, INC.