JOHNSON OUTDOORS INC
For the period ended Feb 26, 2026. Filed Jan 9, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 26, 2026 · Filed Jan 9, 2026
Contents
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement and our Fiscal 2025 Annual Report on Form 10-K carefully before voting.
2026 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: | February 26, 2026 at 8:00 a.m., central standard time |
| Place: | www.virtualshareholdermeeting.com/JOUT2026 |
| Record Date: | December 18, 2025 |
VOTING MATTERS AND BOARD RECOMMENDATION
| Voting Matter · Board Recommendation · Page Number with More Information | |||
|---|---|---|---|
| Proposal 1: | To elect nine directors to serve for the ensuing year. | FOR each nominee | 6 |
| Proposal 2: | To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as auditors of the Company for its fiscal year ending October 2, 2026. | FOR | 20 |
| Proposal 3: | To approve a non-binding advisory proposal on executive compensation. | FOR | 48 |
| Proposal 4: | To adopt and approve an amendment to the Johnson Outdoors Inc. 2020 Long-Term Stock Incentive Plan to increase the number of shares available thereunder for awards to participants. | FOR | 51 |
| Proposal 5: | To adopt and approve an amendment to the Johnson Outdoors Inc. 2023 Non-Employee Director Stock Ownership Plan to increase the number of shares available thereunder for awards to participants. | FOR | 57 |
DIRECTOR NOMINEES
| Committee Memberships | |||||||
|---|---|---|---|---|---|---|---|
| Nominee | Age | Director Since | Independent | A | C | E | NCGC |
| Class A | |||||||
| John M. Fahey, Jr. | 74 | 2001 | ✔ | ✔ | ✔ | C | |
| Paul G. Alexander | 65 | 2021 | ✔ | ✔ | |||
| Jeffrey M. Stutz | 55 | 2023 | ✔ | ✔ | |||
| Class B | |||||||
| Helen P. Johnson-Leipold | 69 | 1994 | ✔ | ||||
| Katherine Button Bell | 67 | 2014 | ✔ | C | ✔ | ||
| Edward Stevens | 57 | 2016 | ✔ | ✔ | ✔ | ||
| Edward F. Lang | 63 | 2006 | ✔ | C | ✔ | ||
| Richard (“Casey”) Sheahan | 70 | 2014 | ✔ | ✔ | ✔ | ||
| Liliann Annie Zipfel | 57 | 2021 | ✔ | ✔ | |||
| A | Audit Committee |
|---|
| C | Compensation Committee |
|---|
| E | Executive Committee |
|---|
| NCGC | Nominating & Corporate Governance Committee |
|---|
PROXY STATEMENT SUMMARY
CORPORATE GOVERNANCE HIGHLIGHTS
| • | 8 of 9 Director Nominees are Independent | • | Code of Ethics for Senior Officers |
| • | Annual Election of All Directors | • | Non-Employee Directors Regularly Meet Without Management Present |
| • | Annual Board and Committee Evaluations | • | Code of Conduct for Employees and Directors |
| • | Oversight of Risk Management (including with respect to the design of compensation programs, Enterprise Risk Management, and Cybersecurity) | • | Formal Corporate Governance Guidelines |
2025 COMPENSATION
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary | Bonus | StockAwards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total |
|---|---|---|---|---|---|---|---|
| Helen P. Johnson-Leipold, Chairman and Chief Executive Officer | 2025 | $924,419 | $207,994 | $1,150,000 | $458,315 | $26,400 | $2,767,128 |
| 2024 | $893,918 | — | $1,150,016 | — | $37,386 | $2,081,320 | |
| 2023 | $860,821 | $92,969 | $1,149,478 | — | $44,483 | $2,147,751 | |
| David W. Johnson, Vice President and Chief Financial Officer | 2025 | $511,052 | $66,756 | $525,000 | $154,839 | $15,693 | $1,273,340 |
| 2024 | $494,190 | — | $524,982 | — | $26,632 | $1,045,804 | |
| 2023 | $472,424 | $196,770 | $524,984 | — | $32,443 | $1,226,621 |
For more information, visit page 33.
PROXY STATEMENT SUMMARY
EXECUTIVE COMPENSATION HIGHLIGHTS
| ✔ | Members of Compensation Committee are Independent |
| ✔ | Pay for Performance |
| ✔ | No Tax Gross-up for Compensation Programs |
| ✔ | Clawback Policy |
| ✔ | No Employment Agreements |
| ✔ | No Severance or Termination Pay to Named Executive Officers |
555 Main Street
Racine, Wisconsin 53403
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