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JOHNSON OUTDOORS INC.

555 MAIN STREET

RACINE, WISCONSIN 53403

January 8, 2024

Dear Fellow Stockholders:

You are cordially invited to join us for our 2024 Annual Meeting of Stockholders, which will be held on Wednesday, February 28, 2024, at 8:00 a.m., central standard time. 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/JOUT2024 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.

 

 

JOHNSON OUTDOORS INC.

555 MAIN STREET

RACINE, WISCONSIN 53403

Shareholders of record at the close of business on Wednesday, December 20, 2023, 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 the proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year, the non-binding advisory proposal on executive compensation, and to transact such other business as may properly come before the meeting of any adjournment or postponement thereof. 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.

 

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement and our Fiscal 2023 Annual Report on Form 10-K carefully before voting.

CORPORATE GOVERNANCE HIGHLIGHTS

For more information, visit page 35.

JOHNSON OUTDOORS INC.

555 Main Street

Racine, Wisconsin 53403

Important Notice Regarding the Availability of Proxy Materials for the

2024 Virtual Annual Meeting of Shareholders to be held on February 28, 2024:

 

The Notice of Annual Meeting, this Proxy Statement and the Accompanying Annual Report

on Form 10-K are Available at www.proxyvote.com

This Proxy Statement, which is first being mailed on or about January 8, 2024, to shareholders of record as of the close of business on December 20, 2023, is furnished in connection with the solicitation of proxies by the Board of Directors of Johnson Outdoors Inc. (the “Company”), for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders, to be used at the Annual Meeting of Shareholders of the Company to be held on Wednesday, February 28, 2024 at 8:00 a.m., central standard time, at the following weblink: www.virtualshareholdermeeting.com/JOUT2024 and at any adjournment or postponement thereof (the “Annual Meeting”).

You may vote in any of the following ways:

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 27, 2024, 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.

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 2024 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 20, 2023. On the record date, the Company had outstanding and entitled to vote 9,076,240 shares of Class A common stock and 1,207,760 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 2024 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 proposals where Class A common stock and Class B common stock vote together as a single voting group. 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.

Nine directors are to be elected at the Annual Meeting to serve until the next annual meeting of shareholders or until their respective successors have been duly elected. The Company’s Articles of Incorporation provide that holders of the Company’s Class A common stock have the right to elect 25 percent, or the next highest whole number, of the authorized number of directors and the holders of the Company’s Class B common stock are entitled to elect the remaining directors. At the Annual Meeting, holders of Class A common stock will be entitled to elect three directors and holders of Class B common stock will be entitled to elect six directors. John M. Fahey, Jr., Paul G. Alexander and Jeffrey M. Stutz (the “Class A Directors”) are the Board nominees designated to be voted on by the holders of Class A common stock, and Helen P. Johnson-Leipold, Katherine Button Bell, Edward F. Lang, Richard (“Casey”) Sheahan, Edward Stevens, and Liliann Annie Zipfel (the “Class B Directors”) are the Board nominees designated to be voted on by the holders of Class B common stock. As indicated below, the individuals nominated by our Board of Directors are all incumbent directors.

Properly completed proxies (whether by Internet, telephone or mail) received from holders of Class A common stock will, unless otherwise directed, be voted for the three nominee Class A Directors and properly completed proxies (whether by Internet, telephone or mail) received from holders of Class B common stock will, unless otherwise directed, be voted for the six nominee Class B Directors. Proxies of holders of Class A common stock cannot be voted for more than three persons and proxies of holders of Class B common stock cannot be voted for more than six persons. Class A Directors are elected by a plurality of the votes cast by the holders of Class A common stock and Class B Directors are elected by a plurality of the votes cast by the holders of Class B common stock, in each case assuming a quorum is present at the Annual Meeting. “Plurality” means that the individuals who receive the largest number of votes cast by holders of the class of common stock entitled to vote in the election of such directors are elected as directors up to the maximum number of directors to be chosen at the Annual Meeting by such class. Consequently, the nine directors receiving the most votes, taking into account the Company’s two class voting structure, will be elected to the Board of Directors.

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.”

The Board of Directors has standing Executive, Audit, Compensation, and Nominating and Corporate Governance Committees. During the year ended September 29, 2023 (“fiscal 2023”), there were 5 meetings of the Board of Directors, 7 meetings of the Audit Committee, 4 meetings of the Compensation Committee, 3 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 2023 and (ii) meetings of the committees on which the director served during fiscal 2023.

Executive sessions or meetings of outside (non-management) directors without management present are held regularly for a general discussion of relevant subjects. In fiscal 2023, the outside directors met in executive session at least two times in accordance with the requirements of the NASDAQ Stock Market.

The Board of Directors has adopted a written charter for each of its Committees which may be amended from time to time. The Company makes available copies of each of these charters on its website at www.johnsonoutdoors.com, 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.

The Company is committed to establishing and maintaining high standards of corporate governance, which are intended to serve the long-term interests of the Company and its shareholders. The Board of Directors has adopted Corporate Governance Guidelines which the Company has published on its website at www.johnsonoutdoors.com.

The Board of Directors has determined that the Company is a “Controlled Company,” as defined in NASDAQ Stock Market Listing Rule 5615(c)(1). The Board has based this determination on the fact that Helen P. Johnson-Leipold is deemed to be the beneficial owner of more than 50 percent of the voting power of the Company. The Company, therefore, is exempt from certain independence requirements of the NASDAQ Stock Market rules, including the requirement to maintain a majority of independent directors on the Company’s Board of Directors and the requirement to maintain a Nominating and Corporate Governance Committee and a Compensation Committee composed entirely of independent directors. Notwithstanding such exemption, the Board of Directors has reviewed the independence of the nominees for election to the Board at the Annual Meeting under the applicable standards of the NASDAQ Stock Market. Based upon this review, of the nine nominees, the Board of Directors has determined that each of the following nominee directors was independent under the NASDAQ listing standards:

The Board of Directors determined that Ms. Johnson-Leipold was not independent in accordance with the NASDAQ standards because she is an executive officer of the Company.

The Board of Directors determines whether it is appropriate to combine or separate the roles of Chairman of the Board and Chief Executive Officer depending on the Company’s circumstances at the time. Ms. Johnson-Leipold currently serves as the Company’s Chief Executive Officer and as Chairman of the Board of Directors. Ms. Johnson-Leipold possesses extensive experience in the industries in which the Company operates, and in-depth knowledge of the issues, opportunities and challenges the Company faces, and is thus best positioned to develop agendas and highlight issues that ensure that the Board of Directors’ time and attention are focused on the most critical matters. In addition, the Board of Directors has determined that this leadership structure is optimal because it believes that having one leader serving as both the Chairman and Chief Executive Officer provides decisive, consistent and effective leadership, as well as clear accountability. Having one person serve as Chairman and Chief Executive Officer also enhances the Company’s ability to communicate its message and strategy clearly and consistently to its shareholders, employees, and business partners, particularly during times of turbulent economic and industry conditions. Although the Company believes that the combination of the Chairman and Chief Executive Officer roles is appropriate under current circumstances, it will continue to review this issue periodically to determine whether, based on the relevant facts and circumstances, separation of these offices would serve the Company’s best interests and the best interests of its shareholders.

John M. Fahey, Jr., serves as the Company’s Lead Independent Director/Vice Chairman of the Board. In his capacity as lead outside or independent director, Mr. Fahey coordinates the activities of the independent directors and serves as a liaison between the Chairman and the independent directors. Mr. Fahey also presides at the executive sessions of the independent directors and has the authority to call additional executive sessions or meetings of the independent directors.

Johnson Outdoors is a strong proponent of the diversity disclosure rule adopted by the Nasdaq Stock Market. As evidenced by the disclosures in the table below, the Company has historically been proactive in seeking to ensure that its Board possesses, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, while at the same time seeking to ensure that the Board is comprised of directors who have broad and diverse backgrounds, perspectives and experiences. The following table reflects Johnson Outdoors’ Board Diversity Matrix as of September 29, 2023 disclosed in accordance with Nasdaq Rule 5606, as self-disclosed by the current incumbent directors to Johnson Outdoors. To review our Board Diversity Matrix as of September 30, 2022 please see our Proxy Statement for our 2023 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on January 9, 2023.

The Company has established a Risk Committee, which is primarily responsible for the Company’s enterprise risk assessment and enterprise risk management oversight. The Risk Committee is co-chaired by the Company’s Chief Financial Officer and General Counsel and includes various other members of senior management. The role of the Board of Directors in the Company’s risk oversight process includes receiving reports and presentations from the Risk Committee or other senior management leaders on areas of material risk to the Company, including operational, financial, legal and regulatory, strategic, reputational, cybersecurity and Environmental, Social and Governance (“ESG”) related risks and any measures taken to mitigate such risks. In addition, the Board of Directors regularly reviews and discusses areas of material risk at its meetings.

As noted above, the Company has established a Risk Committee, which is primarily responsible for the Company’s enterprise risk assessment and overseeing enterprise risk management. Notwithstanding such delegation of responsibility by the Company’s Board of Directors, the Board has reserved to the Company’s Compensation Committee primary oversight responsibility to ensure that compensation programs and practices of the Company do not encourage unreasonable or excessive risk-taking and that any risks are subject to appropriate controls. As part of this process, the Company (with the oversight of the Compensation Committee)

designs the Company’s overall compensation programs and practices, including incentive compensation for both executives and non-executive employees, in a manner intended to support its strategic priorities and initiatives to enhance long-term sustainable value without encouraging unnecessary or unreasonable risk-taking. At the same time, the Company recognizes that its goals cannot be fully achieved while avoiding all risk. The Compensation Committee (along with assistance from management) periodically reviews the Company’s compensation programs and practices in the context of its risk profile, together with its other risk mitigation and risk management programs, to ensure that these programs and practices work together for the long-term benefit of the Company and its shareholders. Based on its recently completed review of the Company’s compensation programs, the Compensation Committee concluded that the Company’s incentive compensation policies for both executive and non-executive employees have not materially and adversely affected the Company by encouraging unreasonable or excessive risk-taking in the recent past, are not likely to have a material adverse effect in the future and provide for multiple and reasonably effective safeguards to protect against unnecessary or unreasonable risk-taking.

Effective June 3, 2022, the Company’s Board of Directors adopted Stock Ownership Guidelines for certain Company executives and all of the non-employee members of the Company’s Board of Directors, which are effective beginning on the five-year anniversary of the adoption date. The Guidelines establish minimum levels of stock ownership for certain executives and all the non-employee members of the Board and will be administered by the Compensation Committee of the Board of Directors. The Board of Directors believes these Guidelines will help further align the interests of management and the Board with the interests of shareholders and to focus the Company’s directors and executives on the long-term success of the Company. A copy of the Company’s Stock Ownership Guidelines, which may be amended from time to time, is available on its website at www.johnsonoutdoors.com, 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.

The Company has a standing Nominating and Corporate Governance Committee. Based upon the review described under “Corporate Governance Matters – Director Independence,” the Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent under the applicable standards of the NASDAQ Stock Market.

The Nominating and Corporate Governance Committee will consider director nominees recommended by shareholders. Recommendations for consideration by the Nominating and Corporate Governance Committee should be sent to the Secretary of the Company in writing, together with appropriate biographical information concerning each proposed nominee, including the following information: (1) the name, address (business and residence), date of birth and principal occupation or employment (present and for the past five years) of each person whom the shareholder proposes to be considered as a nominee; (2) the number of shares of the common stock (of each class) beneficially owned (as defined by section 13(d) of the Securities Exchange Act of 1934, as amended) by each such proposed nominee; (3) any other information regarding such proposed nominee that would be required to be disclosed in a definitive proxy statement to shareholders prepared in connection with an election of directors pursuant to section 14(a) of the Securities Exchange Act of 1934, as amended; and (4) the name and address (business and residential) of the shareholder making the recommendation and the number of shares of the common stock (regardless of class) beneficially owned (as defined by section 13(d) of the Securities Exchange Act of 1934, as amended) by the shareholder making the recommendation. The Company may require any proposed nominee to furnish additional information as may be reasonably required to determine the qualifications of such proposed nominee to serve as a director of the Company. The Company’s Bylaws also set forth certain requirements for shareholders wishing to nominate director candidates directly for consideration by the shareholders. With respect to an election of directors to be held at an annual meeting, a shareholder must, among other things, give notice of intent to make such a nomination to the Secretary of the Company in advance of the meeting in compliance with the terms and within the time period specified in the Bylaws. Pursuant to these requirements, a shareholder must give a written notice of intent to the Secretary of the Company not earlier than

the close of business on the 120^th day and not later than the close of business on the 90^th day prior to the first anniversary date of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the shareholder must be so delivered not earlier than the close of business on the 120^th day prior to the date of such annual meeting and not later than the close of business on the later of the 90^th day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10^th day following the day on which public announcement of the date of such meeting is first made by the Company. The Nominating and Corporate Governance Committee will consider any nominee recommended by a shareholder in accordance with the preceding paragraph under the same criteria as any other potential nominee. In identifying and evaluating nominees for director, the Nominating and Corporate Governance Committee of the Board of Directors seeks to ensure that the Board of Directors possesses, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives, and seeks to ensure that the Board of Directors is comprised of directors who have broad and diverse backgrounds, possessing knowledge in areas that are of importance to the Company. In addition, the Nominating and Corporate Governance Committee believes it is important that at least one director have the requisite experience and expertise to be designated as an “audit committee financial expert.” The Nominating and Corporate Governance Committee looks at each nominee on a case-by-case basis regardless of who recommended the nominee. In looking at the qualifications of each candidate to determine if their election would further the goals described above, the Nominating and Corporate Governance Committee takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint and industry knowledge. At a minimum, each director nominee must have displayed the highest personal and professional ethics, integrity, values and sound business judgment. In addition, the Nominating and Corporate Governance Committee believes that the following specific qualities and skills are necessary for all Company directors to possess:

In 2019, based on a recommendation from the Nominating and Corporate Governance Committee, the Board of Directors adopted a director retirement age of 75 in the Company’s Corporate Governance Guidelines, which are posted on the Company’s website located at www.johnsonoutdoors.com.

The Nominating and Corporate Governance Committee considered several candidates for appointment to the Board of Directors in fiscal 2023. Based on the considerations described above (including as referenced in the biography and related discussion of director qualifications), and further due diligence led by Mr. Fahey, one of the Company’s outside directors and Chairman of the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee nominated and the Board of Directors appointed Jeffrey M. Stutz as a director on May 23, 2023. The Nominating and Corporate Governance Committee retained a third party search firm to identify qualified candidates for review by the Committee. Mr. Stutz was recommended to the Nominating and Corporate Governance Committee through this process.

Shareholders may communicate with the Board of Directors by writing to the Board of Directors (or, at the shareholder’s option, to a specific director) care of the Secretary of the Company at Johnson Outdoors Inc., 555 Main Street, Suite 342, Racine, Wisconsin 53403. Subject to the conditions described below, the Secretary will ensure that this communication (assuming it is properly addressed to the Board of Directors or to a specific director) is delivered to the Board of Directors or the specified director, as the case may be. Each such communication should indicate that the sender is a shareholder of the Company and that the sender is directing the communication to one or more individual directors or to the Board of Directors as a whole.

All communications will be compiled by the Company’s Secretary and submitted to the Board of Directors or the individual directors on an as needed basis unless such communications are considered, in the reasonable judgment of the Secretary, to be improper for submission to the intended recipient(s). Examples of shareholder communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to the Company or its business or communications that relate to improper or irrelevant topics. The Secretary may also attempt to handle a communication directly where appropriate, such as where the communication is a request for information about the Company or where it is a stock-related matter.

Directors are encouraged to attend the Company’s Annual Meeting of Shareholders. All the incumbent directors who were serving as a director at the time of the meeting attended the Company’s Virtual Annual Meeting of Shareholders that occurred on March 1, 2023.

The Company has adopted an Employee Code of Business Conduct (the “Code of Conduct”). The Company requires all directors, officers and employees to adhere to the Code of Conduct in addressing legal and ethical issues encountered in conducting their work. The Code of Conduct requires the Company’s directors, officers and employees to avoid conflicts of interest, comply with all applicable laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interests. The Company has placed a copy of the Code of Conduct on its website located at www.johnsonoutdoors.com. In addition, all directors, officers and salaried employees are required to complete compliance training on the Code of Conduct and certain other subjects.

The Company also adopted a Code of Ethics for the Chief Executive Officer and Senior Financial and Accounting Officers (the “Code of Ethics”), which governs the conduct of the Company’s Chief Executive Officer, Chief Financial Officer and its other senior financial and accounting officers and executives. The Code of Ethics supplements the Code of Conduct and is intended to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of conflicts of interest; provide full, fair, accurate, timely and understandable disclosure in the Company’s public documents; promote compliance with applicable laws and regulations; ensure the prompt reporting of violations of the Code of Ethics; and provide accountability for adherence to the Code of Ethics. The Company has placed a copy of the Code of Ethics on its website located at www.johnsonoutdoors.com. The Company intends to disclose any amendments to, or waivers from, the Code of Ethics on its corporate website.

In addition, the Company has adopted a set of Corporate Governance Guidelines (the “Corporate Governance Guidelines”). The Corporate Governance Guidelines have been established to assist the Board of Directors in the exercise of its responsibilities and to reflect the Board’s commitment to monitoring the effectiveness of policy and decision making at both the Board and management levels. The Corporate Governance Guidelines address issues such as composition of the Board, director retirement requirements, independence criteria for Board members, Board leadership, evaluating performance of the Board, directors’ responsibilities, the Board’s relationship with senior management, Committee matters and director continuing education. The Company has placed a copy of the Corporate Governance Guidelines on its website located at www.johnsonoutdoors.com.

Further, the Company has established “whistle-blower procedures” which provide a process for the confidential and anonymous submission, receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. These procedures provide protections to employees who report possible Company misconduct.

The Nominating and Corporate Governance Committee is responsible for annually reporting to the Board of Directors regarding the Committee’s assessment and evaluation of the performance of the Board as a whole. This report and assessment is discussed with the full Board and includes specific review of performance areas in which the Nominating and Corporate Governance Committee believes a better contribution could be made. The purpose of this assessment and evaluation is to increase the effectiveness of the Board as a whole and not necessarily to focus on individual Board members.

The Company has adopted an Insider Trading Policy applicable to all of the Company’s and its designated subsidiaries’ employees, officers, directors and consultants with respect to transactions in the Company’s securities. A copy of this Policy is available on the Company’s website at www.johnsonoutdoors.com, 24 hours a day and free of charge. This Policy has been reasonably designed to promote compliance by the Company and its employees, officers, and directors with all applicable insider trading laws, rules and regulations and with applicable listing standards of the Nasdaq Stock Market on which the Company’s Class A common stock trades. Moreover, as part of this Policy, the Company’s stock trading policies prohibit directors and the Company’s employees, including its executive officers, from (i) purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s common stock, including zero-cost collars and forward sale contracts; (ii) engaging in short sales related to the Company’s common stock; and (iii) maintaining margin accounts. Pursuant to the terms and condition of the Company’s Insider Trading Policy, all transactions in Johnson Outdoors securities by directors and executive officers must be pre-cleared with the Company’s Chief Financial Officer and General Counsel.

The Audit Committee is currently comprised of four members of the Company’s Board of Directors. Based upon the review described under “Corporate Governance Matters – Director Independence,” the Board of Directors has determined that each member of the Audit Committee is independent under the applicable standards and rules of the NASDAQ Stock Market and the rules of the SEC. The duties and responsibilities of the Company’s Audit Committee are set forth in the Audit Committee Charter, which may be found on the Company’s website at www.johnsonoutdoors.com.

In accordance with its written charter adopted by the Board of Directors, the Audit Committee has oversight responsibility for the quality and integrity of the financial reporting practices of the Company. While the Audit Committee has oversight responsibility, the primary responsibility for the Company’s financial reporting, disclosure controls and procedures and internal control over financial reporting and related internal controls and procedures rests with management, and the Company’s independent registered public accounting firm is responsible for auditing the Company’s financial statements. In discharging its oversight responsibility as to the audit process, the Audit Committee has:

Based upon the above-described review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Company’s Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 29, 2023 for filing with the SEC.

The Company’s Board of Directors has determined that at least one of the members of the Audit Committee, Edward F. Lang, qualifies as an “audit committee financial expert” as defined by the rules of the SEC based on his work experience and education.

The following table summarizes the fees the Company was billed for audit and non-audit services rendered by the Company’s independent registered public accounting firm, RSM US LLP, related to fiscal years 2023 and 2022.

The Audit Committee of the Board of Directors of the Company considered that the provision of the services and the payment of the fees described above are compatible with maintaining the independence of RSM US LLP.

The Audit Committee is responsible for reviewing and pre-approving any non-audit services to be performed by the Company’s independent registered public accounting firm. These non-audit services are evaluated by the Audit Committee taking into account scope, fees, and applicable laws and regulations (including SEC rules) related to the independence of the independent registered public accounting firm. The Audit Committee has delegated its pre-approval authority to the Chairman of the Audit Committee to act between meetings of the Audit Committee for amounts up to $50,000. Any pre-approval given by the Chairman of the Audit Committee pursuant to this delegation is presented to the full Audit Committee at its next regularly scheduled meeting.

Each new engagement of the Company’s independent registered public accounting firm to perform non-audit services has been approved in advance by the Audit Committee or the Chairman of the Audit Committee pursuant to the foregoing procedures.

Our Audit Committee has appointed RSM US LLP as the independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending September 27, 2024. Unless otherwise directed, proxies will be voted FOR the ratification of such appointment.

Although this appointment is not required to be submitted to a vote of shareholders, our Board of Directors believes it appropriate as a matter of policy to request that our shareholders ratify the appointment. If shareholder ratification is not received, the Board of Directors will reconsider the appointment, and may retain that firm or another firm without resubmitting the matter to the Company’s shareholders. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different firm at any time during the fiscal year if it determines that such change would be in the Company’s best interests.

It is expected that a representative of RSM US LLP will participate in the virtual Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

If a quorum exists, the approval of the ratification of RSM US LLP requires that the number of votes properly cast for this proposal exceed the number of votes properly cast against this proposal. Abstentions and broker non-votes will not count toward the determination of whether this proposal is approved and will have no impact on the vote.

The following table sets forth certain information as of September 29, 2023 regarding the beneficial ownership of each class of Company common stock by each director, each person known by the Company to own beneficially more than 5 percent of either class of the Company’s common stock (including any “group” as set forth in Section 13(d)(3) of the Exchange Act), each of the officers named in the Summary Compensation Table in this Proxy Statement (the “named executive officers”), and all directors and current Section 16 executive officers as a group based upon information furnished by such persons or in information otherwise publicly available in filings with the SEC.

The Company has determined beneficial ownership in accordance with the rules of the SEC. Except as indicated in the footnotes, the persons listed below have sole voting and investment power over the shares beneficially owned. Shares of common stock subject to options that are either currently exercisable or exercisable within 60 days of September 29, 2023 or restricted stock units (with each unit representing one share of Class A common stock issuable on such vesting date) which are vested or which vest within 60 days of September 29, 2023 are treated as outstanding (but only to the extent the reporting person has not made an election to defer receipt of the underlying shares as of such vesting date) and beneficially owned by the holder for the purpose of computing the percentage ownership of the holder. However, these shares are not treated as outstanding for the purpose of computing the percentage ownership of any other person, except with respect to restricted stock units that have vested and been issued as shares of Class A common stock. The table lists applicable percentage ownership based on 9,043,189 shares of Class A common stock outstanding as of September 29, 2023 plus restricted stock units which vested within 60 days of that date and 1,207,760 shares of Class B common stock outstanding as of September 29, 2023.

As of September 29, 2023, the Johnson Family beneficially owned 3,638,468 Class A Shares, or approximately 40.2% of the outstanding Class A Shares, and 1,204,946 Class B Shares, or approximately 99.8% of the outstanding Class B Shares.

The following table provides information as of the date of this Proxy Statement about each of the Company’s current executive officers who are not nominees for election to the Board of Directors at the Annual Meeting. The information presented includes information each executive officer has given the Company about his or her age and his or her principal occupation and business experience for the past five years:

This CD&A addresses the Company’s compensation philosophy and objectives, describes the elements of our executive compensation programs, and explains how the Compensation Committee of our Board of Directors (the “Compensation Committee”) arrived at its compensation decisions for our fiscal 2023 named executive officers (“NEOs”) each of whom are listed below:

The compensation of these individuals is presented in the tables and other quantitative information that follows this section.

Overview. Johnson Outdoors believes it is important to provide a compensation package that is competitive, promotes increased shareholder value and contains performance-based features that are aligned with strategic objectives for the organization.

The objectives of the Compensation Committee in establishing compensation arrangements for the Company’s NEOs are to:

Compensation Elements. Our compensation philosophy and objectives are supported by the following principal elements of compensation:

At our 2023 Annual Meeting of Shareholders, we received substantial support for our executive compensation program, with approximately 99% of the shareholders who voted on the advisory “Say on Pay” proposal (excluding abstentions and broker non-votes and taking into account the fact that holders of Class B shares of common stock are entitled to 10 votes per share when voting together with holders of Class A shares of common stock) approving the compensation of our NEOs. The Compensation Committee has reviewed and considered the results of this advisory shareholder vote as a strong endorsement of the Company’s executive compensation program. The Company conducts annual “Say on Pay” proposals. Additionally, at our 2023 Annual Meeting,

shareholders voted on a non-binding advisory vote on the frequency of future advisory votes on executive compensation and shareholders overwhelmingly voted for every 1 year for the frequency of future “say on pay” votes. Accordingly, the Company will continue to conduct annual “Say on Pay” proposals regarding its executive compensation practices.

The Role of the Compensation Committee. Compensation for the NEOs and, at the option of the Compensation Committee, other officers and senior managers, is evaluated and determined by the Compensation Committee of our Board of Directors. The Compensation Committee currently consists of four independent directors under the applicable standards of the NASDAQ Stock Market. Additional information regarding the Compensation Committee is disclosed under the section “Directors’ Meetings and Committees – Compensation Committee” included elsewhere in this Proxy Statement.

The Compensation Committee views compensation as an ongoing process and may convene special meetings in addition to its regularly scheduled meetings throughout the year for purposes of evaluation, planning and appropriate action.

At the end of each fiscal year (typically in our fourth fiscal quarter), the Compensation Committee determines and sets the Company's financial and strategic goals for the upcoming fiscal year. This includes setting Company-wide financial performance targets and individual performance objectives under each of the Cash Bonus Plan and the Stock Incentive Plan. Then, during the first quarter of each fiscal year, the Compensation Committee meets to review Company and individual performance for the prior fiscal year and determine any base salary adjustments and set target awards under the Cash Bonus Plan and Stock Incentive Plan. Additionally, at the first quarterly meeting held after the prior fiscal year ends, the Compensation Committee reviews performance for the prior fiscal year and calculates and confirms bonus payouts, if any, under the Cash Bonus Plan, determines the amount of equity incentive compensation to be granted, and confirms the payouts, if any, under the Stock Incentive Plan with respect to the target awards for the prior performance period.

The Compensation Committee held four meetings during fiscal 2023. The Compensation Committee typically holds an executive session without management present. The Compensation Committee receives and reviews materials in advance of each meeting, including materials that management believes will be helpful to the Committee as well as materials specifically requested by members of the Committee.

The Role of the Management. The Company’s management assists the Compensation Committee in its oversight and determination of compensation. Management’s role includes assisting the Compensation Committee with evaluating employee performance, assisting with establishing individual and company-wide performance targets and objectives, recommending salary levels and equity incentive grants, providing financial data on Company performance, providing calculations and reports on achievement of performance objectives and furnishing other information as requested by the Committee. The CEO works with the Compensation Committee in making recommendations regarding overall compensation policies and plans as well as specific compensation levels for the Company’s executive officers and other key employees, other than for herself. Members of management who were present during Compensation Committee meetings held in fiscal 2023, and the first quarter of fiscal 2024, included the CEO, CFO, Vice President – Human Resources, and Vice President, General Counsel. The Compensation Committee makes all decisions regarding the compensation of the CEO without the CEO or any other member of the Company’s management present.

The Role of the Independent Consultant. The Compensation Committee’s Charter authorizes the Committee to engage any compensation consultants and other advisers as the Committee may deem appropriate. During fiscal 2023 and consistent with prior fiscal years, the Compensation Committee directly engaged Pearl Meyer, an independent compensation consultant, to assist the Company with reviewing its compensation practices and levels. Pearl Meyer did not provide any other services to the Company or its affiliates during fiscal 2023 or during fiscal 2024 to date and the Compensation Committee determined that engaging and retaining Pearl Meyer did not create any conflicts of interest.

As noted above, during fiscal 2023 (as well as in prior years) the Company engaged Pearl Meyer to prepare comparative compensation reports for the Compensation Committee to assist the Committee and the Company in setting compensation levels and targets for the NEOs, directors and other members of senior management. The Pearl Meyer comparative compensation reviews were based upon publicly-disclosed data from a peer group described below, as well as general industry compensation survey data. Pearl Meyer’s reports included detailed analysis showing how the Company’s compensation elements for each of (a) the Company’s NEOs and senior management, including the base salary, short-term cash incentive compensation, equity incentive compensation and total compensation levels, and (b) the Company’s directors, including the cash, equity and total compensation levels, compared in each case to the peer group companies and general industry data included within the benchmark data. The comparative compensation reports also contained recommendations on the Company’s compensation policies for both its NEOs and senior management and for its directors. Pearl Meyer also provided the Compensation Committee with detailed analysis on the Company’s compensation programs in terms of design, metrics and time horizons for payouts (including long-term incentive vesting schedules) to evaluate how the Company’s programs compare with (i) the peer group companies and general industry data included within the benchmark data and (ii) the consultant’s assessment of best practices. Representatives of Pearl Meyer participated in four of the Compensation Committee’s meetings during fiscal 2023 to describe and discuss the results of their analysis during such year. The Compensation Committee used the results of these reports and analysis in setting the compensation levels and target compensation awards, including performance- and service-based vesting criteria, where applicable, for the Company’s NEOs and directors for fiscal 2023 and 2024.

The companies comprising the peer group in the 2023 Pearl Meyer comparative report were:

While the peer group companies do not necessarily compete in the Company’s specific industry or industries, they generally have similar characteristics to Johnson Outdoors, including in terms of size and scale, a consumer discretionary product focus, the manufacturing of engineered products, and global operations. Two peer group companies were added to replace Vista Outdoors Inc., and iRobot Corporation from the prior year peer group. The two new additions are Malibu Boats and Solo Brands. The Company made this change based on the recommendation of Pearl Meyer, the Company’s independent compensation consultant, to ensure the Peer Group remained relevant based on size, industry focus and business relevance.

Set forth below is a detailed discussion of the compensation elements impacting fiscal 2023.

Base Salary. Base salary is a key component of executive compensation. In determining base salaries, the Compensation Committee considers the NEOs qualifications and experience, responsibilities, past performance and goals and objectives, together with salary levels for comparable positions at peer group companies and

other similarly sized companies nationally, as covered in the above-referenced Pearl Meyer comparative report. Base salaries of the NEOs are reviewed annually by the Compensation Committee to determine whether any adjustments are necessary. Base salary levels for our NEOs are generally positioned to be competitive with market, as described above.

Annual Cash Incentives. The NEOs and other officers and senior managers determined by the Compensation Committee are eligible to receive annual cash incentives under the Cash Bonus Plan. While the Company principally relies on this Cash Bonus Plan for annual cash incentives, the Compensation Committee, on rare occasions, may decide to grant discretionary cash bonuses outside of this Plan based on special circumstances. In fiscal 2023 the Committee considered the extraordinary time and effort of Mr. Johnson related to the assumption of interim GVP, Fishing responsibilities in addition to his normal CFO role. Those efforts were key to the achievement of key strategic initiatives and business continuity through our leadership transition. As such, the Committee awarded Mr. Johnson a discretionary cash bonus of $150,000 for assuming such temporary responsibility as interim GVP, Fishing.

The purpose of the Cash Bonus Plan is to drive continuous improvement year over year, enhance shareholder value and provide a framework for determining cash incentive compensation for our NEOs that financially rewards them for achieving various short-term Company and individual performance objectives. As such, the Cash Bonus Plan is generally comprised of the following two components:

Target awards for each participant have historically ranged from 55% to 90% of the participant’s base salary. For fiscal 2023, the target was 90% of base salary for Ms. Johnson-Leipold and 55% of base salary for Mr. Johnson. The Compensation Committee believes these target award opportunities are competitive with industry practices as reflected by the Pearl Meyer comparative report described above. The threshold or minimum financial performance level for payment of the fiscal 2023 awards under the Cash Bonus Plan was 70% of the financial performance target, in which event the participant would receive a payout for the Company financial component at 25% of the target bonus amount. Additionally, the maximum financial performance level during fiscal 2023 for the awards under the Company financial component was 160% of the financial performance target, in which event the participant would receive a payout for the Company financial component at 200% of the target bonus amount.

The Compensation Committee retains the final authority to approve individual bonus payments under our Cash Bonus Plan after completion of the applicable fiscal year. The Compensation Committee may, in its sole discretion, increase, reduce or eliminate bonuses which are otherwise earned during the fiscal year using the foregoing components or formula, including with respect to approving certain adjustments to our financial results in connection with determining cash bonus amounts. In making such determinations, the Compensation Committee considers factors such as a minimum level of Company profitability and return of profits to shareholders.

For the Company financial component of the fiscal 2023 bonus, payouts can range from 0 to 200% of the target. The actual payout is based on how well the Company performs compared to the goals for pre-tax income and working capital as a percentage of net sales. For fiscal 2023, the Company financial component was below target goals and the bonuses were paid at 0% of the target bonus award for this component.

With respect to the individual objectives component of the annual bonus, payouts also range from 0% to 200% of target. The actual payout is based on how well the individual objectives are satisfied compared to applicable goals for the individual participant as determined by the Compensation Committee. For fiscal 2023, the individual objectives component of the bonus was paid at 80% of target bonus for Ms. Johnson-Leipold and 120% of target bonus for Mr. Johnson.

Accordingly, for fiscal 2023, the Compensation Committee paid the following annual incentive bonuses to the NEOs under the Cash Bonus Plan:

Based upon Pearl Meyer’s report prepared during fiscal 2023 as described above, the Compensation Committee determined to keep the Cash Bonus Plan in its current design for fiscal 2024 and to continue to have target awards split between an individual objectives component (15% of total bonus opportunity) and a Company financial component (85% of total bonus opportunity). Additionally, with respect to the Company financial component for fiscal 2024, the Compensation Committee determined to: (1) continue to use both a target level of pre-tax income and a specified level of working capital as a percentage of net sales; (2) set the threshold or minimum level for payouts of bonus awards at 70% of the target financial performance; (3) set the payment or funding amount at 25% of the target bonus amount for financial performance at 70% of target, which is the minimum performance level for payouts of bonus awards; and (4) set the payment or funding amount at 200% of the target bonus amount at the maximum financial performance level. With respect to the individual objectives component of the Cash Bonus Plan, the Compensation Committee has determined for fiscal 2024 to continue to set the payment or funding amount at 0-200% of the target bonus amount for that component. The Company believes that the foregoing elements of the Cash Bonus Plan mitigate against potential unnecessary risk taking because the plan contains a payout curve such that there is no one cliff event that has the potential to make a significant difference in the payout opportunity.

Equity Based Compensation. The Company believes that equity-based compensation is an effective means of aligning the long-term interests of Company employees, including the named executive officers with Company shareholders. The 2020 Stock Incentive Plan authorizes the Compensation Committee to issue stock options, shares of restricted stock and restricted stock units, as well as other forms of equity-based compensation.

With respect to fiscal 2023, the Compensation Committee granted long-term equity-based awards shown in the charts below for the NEOs. For the CEO, the long-term equity-based compensation consisted solely of an award of performance-based restricted stock units tied to achievement of certain financial objectives to be measured over a three-year performance period. For the other named executive officer, long-term equity-based compensation was granted using a mix of performance-based restricted stock units and service-based restricted stock. Shares of restricted stock subject to service-based vesting criteria support our leadership retention objectives.

 

On December 6, 2022, the Compensation Committee established target awards for Ms. Johnson-Leipold and Mr. Johnson under our Stock Incentive Plan as shown in the table below. For these awards, the number of restricted stock units and shares of restricted stock granted was determined using a share price of $56.535.

The actual number of shares tied to the performance-based awards to be earned, if any, will be determined based on performance over the three-year performance period, i.e., fiscal 2023-2025. Service-based awards are subject to four-year cliff vesting periods from the date of grant. In addition, for service-based awards, the Compensation Committee has discretion, depending upon Company and participant performance for the applicable fiscal year, to reduce the value of the award.

The Compensation Committee establishes pre-determined financial performance goals for the Company at the last quarterly Compensation Committee meeting held during the prior fiscal year (typically in September). The amount of the target award for each participant is set by the Compensation Committee during the first quarterly Compensation Committee meeting held during the initial fiscal year of the three year performance period (typically in December).

For fiscal 2023, performance-based restricted stock units awarded to our NEOs are tied to three-year sales and profit before taxes goals aligned with our strategic plan. These performance-based restricted stock units, similar to performance based restricted stock unit awards granted in prior years, include the following general provisions:

As noted above, the performance-based equity awards granted at the Compensation Committee meeting held in December 6, 2022 cover a three-year performance period (fiscal years 2023 through 2025) with vesting to be determined in December 2025, depending on whether the performance criteria are satisfied.

On December 6, 2023, the Compensation Committee approved performance-based restricted stock unit awards to our NEOs for fiscal 2024. These awards cover a three-year performance period consisting of fiscal years 2024 through 2026 with vesting determined by the Compensation Committee in December 2026, depending on whether the performance criteria are satisfied. The performance-based restricted stock unit awards granted during fiscal 2024 have the same general award terms as described above for the performance- based restricted stock unit awards granted by our Compensation Committee for fiscal 2023. The fiscal 2024 target awards for Ms. Johnson-Leipold and Mr. Johnson under our Stock Incentive Plan are as shown in the table below. For these awards, the number of restricted stock units and shares of restricted stock granted were determined using a share price of $54.20.

Additionally, as noted above, our Compensation Committee has granted similar performance-based restricted stock unit awards to our NEOs containing award terms similar to those described above. Set forth in the table below are the outstanding performance-based restricted stock unit awards (with a three year performance period covering fiscal years 2022 through 2024) previously granted to our NEOs in prior fiscal years that remain outstanding (other than the award granted in December 2022 with respect to the fiscal years 2023 through 2025 performance period and the award granted in December 2023 with respect to the fiscal years 2024 through 2026 performance period, which are already described above):

On December 8, 2020, the Compensation Committee approved performance-based equity awards to our NEOs for fiscal 2021 with 50% of the performance-based award tied to achievement of cumulative net sales over a three-year period (fiscal 2021 - 2023) and the remaining 50% tied to achievement of cumulative operating profit over the same three-year period. These performance-based restricted stock units were determined using a share price of $88.485 and were granted having terms for payout as described above for the fiscal 2023 performance-based restricted stock unit awards.

On December 6, 2023, after reviewing the Company’s performance over the three-year performance period ending with fiscal 2023, the Compensation Committee approved payment of these performance-based equity awards at 119.2% of the target award for each of Ms. Johnson-Leipold and Mr. Johnson, respectively. The actual number of earned shares of the Company’s Class A common stock tied to the performance-based awards were as follows:

Perquisites and Other Compensation. The named executive officers participate in other benefit plans generally available to all employees on the same terms as similarly situated employees, including participation in medical, health, dental, disability, life insurance, 401(k) plans and other qualified and non-qualified retirement plans. These benefits are included in the Summary Compensation Table provided below under the “All Other Compensation” column. In addition, named executive officers also participate in the Company’s discretionary Executive Flexible Spending Account Plan which provides for reimbursement for certain expenses that relate to an executive’s personal financial planning and/or for purchases of office equipment. This program is available to other key executives as well and the amounts typically range from $5,000 to $8,500 of potential reimbursement each calendar year, provided the eligible participant submits the appropriate documentation. Reimbursement under this plan is taxable income. See the notes to the Summary Compensation Table for additional information on payments to the named executive officers during fiscal 2023 in connection with this compensation program.

Change of Control and Severance Benefits. Historically, Johnson Outdoors has not entered into employment agreements with any NEOs and does not have contractual obligations to provide severance benefits to either of the NEOs. In the past, Johnson Outdoors has negotiated payment of certain severance benefits on a case-by-case basis with terminated NEOs. The amount and type of severance benefits provided to these former NEOs has depended upon the circumstances of the termination, the position of the former NEOs and certain other performance-related factors. Should Johnson Outdoors pay severance benefits in the future to former NEOs, we expect to do so on a case-by-case basis in accordance with prior practice.

Accounting Considerations. Although the Compensation Committee designs certain components of executive compensation to preserve income tax deductibility, it believes that it is not in the shareholders’ interest to restrict the Compensation Committee’s discretion and flexibility in developing appropriate compensation programs and establishing compensation levels and, in some instances, the Compensation Committee may approve compensation that is not fully deductible.

Timing of Restricted Stock and Restricted Stock Unit Grants. Generally, grants of shares of restricted stock and performance-based restricted stock units to employees (other than inducement grants to new employees) are made annually on the date of the first quarterly meeting of the Compensation Committee held in December of each year, after prior fiscal year earnings have been determined, and the amount of the actual grant can be calculated. The grant date is always the date of approval of the grant by the Compensation Committee.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this Proxy Statement with our management and, based on such review and discussions with management, the Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

The following table provides information for fiscal 2023, 2022, and 2021, concerning the compensation paid by Johnson Outdoors to the individual who served as our principal executive officer during fiscal 2023 and the person who served as our principal financial officer in fiscal 2023. We refer to these two executive officers as our NEOs in this Proxy Statement.

The following table sets forth information regarding all incentive plan awards that were granted to the named executive officers during fiscal 2023 including equity-based, non-equity based and other plan-based awards. Disclosure on a separate line item is provided for each grant made to a named executive officer during the fiscal year. Non-equity incentive plan awards are awards that are not subject to FASB Accounting Standards Codification Topic 718 and are intended to serve as an incentive for performance to occur over a specified period, and include performance bonus awards under the Cash Bonus Plan. Equity incentive plan awards include the service-based award to our CFO and the performance-based restricted stock units awarded to each NEO under the Stock Incentive Plan and are awards subject to a performance condition or a market condition as those terms are defined by FASB Accounting Standards Codification Topic 718. We did not grant any stock options during fiscal 2023.

The following table provides information regarding unvested shares of restricted stock or restricted stock units held by the named executive officers at September 29, 2023. Neither of the named executive officers held any unexercised stock options as of September 29, 2023.

The following table sets forth information relating to the restricted stock awards and restricted stock units that vested during fiscal 2023 for each of the named executive officers on an aggregate basis. No common stock options were exercised by the named executive officers during fiscal 2023.

A description of our Nonqualified Deferred Compensation Plan is provided below under the heading “Nonqualified Deferred Compensation.”

The Company has not entered into any employment agreements with the named executive officers.

The Company’s Board of Directors has adopted an Incentive Compensation Recovery (Clawback) Policy effective as of December 2, 2015 and amended effective June 30, 2023. A copy of this policy is available on the Company’s website at www.johnsonoutdoors.com, 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. The policy is administered by our Board of Directors and covers all current and former executive officers. Under this policy, the Board of Directors will require reimbursement or forfeiture of any excess incentive compensation awarded or paid in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under federal securities laws. The incentive compensation covers all awards granted or paid during the last three completed fiscal years including, but not limited to, annual performance bonuses (including any amounts deferred) and long-term incentive grants, including any of the following, provided that, such compensation is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure (as defined in the policy): cash bonuses and incentive cash compensation; stock options; restricted stock; restricted stock units; and performance-based units. The amount to be recovered is the excess amount of the incentive compensation received by the executive officer based on the erroneous data from the accounting restatement. The policy applies to all incentive compensation approved, awarded or granted after the effective date of the policy.

Currently, Johnson Outdoors does not provide the named executive officers with pension benefits. U.S.-based executive officers are eligible to participate in the Johnson Outdoors Retirement and Savings 401(k) Plan on the same terms as other U.S.-based employees. In any plan year, the Company may make matching contributions to a participant’s account equal to 50 percent of the first six percent of an employee’s annual wages. All named executive officers participated in the 401(k) Plan during fiscal 2023 and received Company provided matching contributions. In addition, the Company also has a discretionary retirement contribution component to its 401(k) program in which the named executive officers are also eligible to participate. Under this component, a discretionary retirement contribution can be made to the participant’s 401(k) Plan account. This discretionary contribution ranges from 0-6% of an employee’s eligible base calendar year earnings. The Company made a discretionary contribution of 5% in 2023 based on calendar year 2022 for all participants.

The Johnson Outdoors’ Deferred Compensation Plan was amended and restated on September 18, 2007. The Non-Qualified Deferred Compensation Plan provides an opportunity for the named executive officers to defer a portion of their compensation and uses such deferral to encourage the continued loyalty and service of such persons to the Company. Eligible participants of this plan are designated by the Compensation Committee as Highly Compensated Employees (HCE) under the definition of the Internal Revenue Code as well as employees with designated titles, including executive, director, senior manager or employees whose positions are recognized as key technical lead positions. The Compensation Committee has delegated authority to the Retirement Plan Committee to determine annual eligibility based upon the criteria noted above. A participant’s election shall specify the percentage (in increments of one percent to a maximum of 13 percent) of the participant’s base compensation. Participants may also specify the percentage (in increments of one percent to a maximum of seven percent) of their cash bonus for deferral under the plan. A participant who makes a bonus deferral under this plan may be entitled to a matching contribution credit, determined and credited following the conclusion of each plan year, equal to 50 percent of the first six percent of the participant’s annual bonus award that the participant elects to have contributed to his/her account as a bonus deferral. Participants designate how his or her account shall be deemed to be invested among the investment options. Each day that the U.S. financial markets are open, the account of each participant will be credited (or charged) based upon the investment gain (or loss) that the participant would have realized with respect to his or her account since the immediately preceding valuation date had the account been invested in accordance with the participant’s investment election. The named executive officers have made elections for distributions allowed by the Non-Qualified Deferred Compensation Plan upon separation from service. The distribution of the named participant’s pre-2005 account, if applicable, would be made or commence on the first day of the month that is at least 60 days following the date the participant separates from service. Named participants’ post-2004 account distributions, if applicable, would commence on the first day of the month following the six month anniversary of the participant’s separation from service.

Pursuant to the terms of the Stock Incentive Plan, the Compensation Committee in its discretion may, at the time of an award or at any time thereafter, provide (1) for the immediate vesting of all outstanding stock options and shares of restricted stock upon a change of control of the Company or (2) that any outstanding performance-based restricted stock units shall be deemed earned at the target grant amount. The grant agreements for shares of restricted stock have generally provided for immediate vesting upon a change of control of the Company and the grant agreements for performance-based restricted stock units have generally provided that 100% of the target grant is deemed earned upon a change of control of the Company. The following table sets forth the unvested stock options, shares of restricted stock and restricted stock units held by the named executive officers as of September 29, 2023 under all of the Company’s stock incentive plans, that would become vested or earned as of such date in the event of a change of control of Johnson Outdoors.

Johnson Outdoors seeks to attract and retain highly qualified individuals to serve on the Board of Directors. To that end, the Company maintains a philosophy of paying outside Directors fairly and consistently with respect to the external market. Moreover, the Company adheres to a process for reviewing the market and considering revisions to its Director compensation program that is consistent with good governance practices.

Approximately every other year, the Compensation Committee tasks its independent compensation consultant, Pearl Meyer, with reviewing the external market with respect to Director compensation levels, mix, and practices among our peers and more broadly among public companies of similar size to Johnson Outdoors, including a review of the companies listed above under the section “Peer Group Benchmarking”. For the latter perspective, Pearl Meyer makes use of the National Association of Corporate Directors’ (NACD) annual survey of director compensation. Generally, the Committee seeks to deliver an overall compensation package near the market median. Based on this review, the Committee considers potential changes to the level of various compensation elements.

Johnson Outdoors uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board of Directors. With respect to fiscal 2023 and based upon the recommendations of Pearl Meyer, the outside directors received a $60,000 annual retainer and an equity award of restricted stock having a grant date value of $100,000. For fiscal 2023, the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee chairs received additional annual retainers of $25,000, $15,000 and $10,000, respectively. Each director who is member of a Committee (other than the chairperson) receives an annual cash retainer as follows: Audit: $10,000; Compensation: $7,500; and Nominating and Corporate Governance: $5,000. There are no meeting fees for attendance at Board and Committee meetings. The Vice Chairman/Lead Independent Director of the Board of Directors receives an additional annual retainer of $50,000. Based upon the recommendations of Pearl Meyer, for fiscal 2024, the outside directors’ annual equity award will increase to a grant date value of $110,000.

In connection with the 2023 Annual Meeting of Shareholders, the Board of Directors and the Company’s shareholders approved the Johnson Outdoors Inc. 2023 Non-Employee Director Stock Ownership Plan. The plan provides that upon first being elected or appointed as one of the Company’s directors, and thereafter on the first business day after the annual meeting of shareholders, the Company has the option of granting equity awards to such persons containing a value determined by the Compensation Committee. Equity awards may be granted under the plan in the form of stock options, shares of restricted stock or restricted stock units. For any award made under the Plan, the number of shares granted is based on the fair market value per share on the date of the award or, in the case of restricted stock units, at the fair market value per share of the underlying Class A common stock on the date of the award.

The following table provides information concerning the compensation paid by Johnson Outdoors in fiscal 2023 to each of the outside directors.