Sam Johnson
Academy Sports & OutdoorsAbout Sam Johnson
Sam J. Johnson is President of Academy Sports and Outdoors (ASO), appointed effective October 23, 2023, after serving as EVP, Retail Operations since April 2017; he was age 56 at appointment and continues to report to the CEO . Prior experience includes seven years at hhgregg as Chief Retail Officer and 20+ years at Sears in leadership roles, including VP, Small Stores . Recent company performance context for incentive alignment: FY2024 Net Sales were $5.93B (-3.7% YoY), Adjusted EBIT $602M (-18.1% YoY), ROIC 23% (vs 28% in 2023), and diluted EPS $5.73 . ASO returned $396M to shareholders (repurchases and dividends) in 2024, while opening 16 new stores and progressing supply chain systems—areas under Johnson’s remit .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Academy Sports and Outdoors | EVP, Retail Operations | Apr 2017–Oct 2023 | Led transformation to sector-leading store productivity and profitability; record customer satisfaction; enhanced “enthusiasts” selling model; improved operations via technology/process investments . |
| Academy Sports and Outdoors | President | Oct 2023–Present | Oversight of retail operations, real estate & construction, and logistics & supply chain; supported store openings and warehouse management system conversion . |
| hhgregg, Inc. | Chief Retail Officer | 7 years | Led store operations, customer relations, commercial sales, real estate, visual merchandising . |
| Sears Holdings Corporation | Various leadership roles incl. VP, Small Stores | 20+ years | Multi-decade leadership across small-format retail operations . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 592,981 | 728,473 | 837,981 |
| Target Bonus (%) | — | 140% (at FY2023 year-end) | 140% |
| Final Bonus Paid ($) | 584,076 | 103,125 | 751,672 |
| All Other Compensation ($) and components | 25,381 | 29,345 | 34,911 (Financial planning $12,000; Executive physical $2,090; 401(k) match $20,821) |
Performance Compensation
2024 Executive Bonus Plan – Company Metrics
| Metric | Weighting | Target | Actual | Payout % of Target |
|---|---|---|---|---|
| Adjusted EBIT | 45% | $704.40M | $602.18M | 51.6% |
| Net Sales | 45% | $6.21B | $5.93B | 68.2% |
| Individual Performance | 10% | Target | Achieved target (President) | 10.0% |
| Overall Achievement Factor | — | — | — | 63.9% (Johnson) |
| Final Bonus ($) | — | — | — | $751,672 |
Notes: Bonus design weights Company metrics at 90% (Adj. EBIT 45%, Net Sales 45%) with an 80% Adj. EBIT gate; individual goals 10% and payout range 0–200% of target .
Long-Term Equity Incentives – 2024 Awards Structure
| Component | Metric | Weight | Performance Period | Vesting/Payout Terms |
|---|---|---|---|---|
| Performance RSUs | Adjusted Pre-Tax Net Income | ~75% | FY2024–FY2026 | Cliff vest after 3-year period; 0–200% payout with 85% target → 50%, 115% → 200%; linear interpolation . |
| Performance RSUs | ROIC | ~25% | FY2024–FY2026 | Same as above . |
| Time-based RSUs | N/A | 50% of target grant | FY2024–FY2026 | Vest ratably over 3 years . |
| Options | Eliminated in 2024 | — | — | No options granted to NEOs in 2024 . |
2024 Grants (Johnson): Performance RSUs target 22,907 and Time RSUs 22,907 on 3/26/2024 (grant-date fair value $1,499,950 for each component) .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Shares Outstanding |
|---|---|---|---|
| Apr 9, 2024 | 115,163 | <1% | 73,791,013 |
| Apr 10, 2025 | 166,106 | <1% | 66,526,588 |
- Stock ownership guidelines: President must hold 3.0x base salary; all currently employed NEOs are in compliance or within the 5-year window .
- Prohibitions: Executives cannot hedge, pledge, or hold ASO stock in margin accounts; options cannot be repriced without shareholder approval; no tax gross-ups on severance/CoC payments .
- Clawback policy: Recoupment for restatements, administrative errors, and detrimental conduct; applies to cash and equity awards .
Outstanding Equity Awards (as of Feb 1, 2025)
| Grant Date | Options Exercisable | Options Unexercisable | Strike ($) | Expiration | Time RSUs Unvested (#) | PSUs Target/Unearned (#) |
|---|---|---|---|---|---|---|
| 3/31/2021 | 12,790 | 12,790 | 26.99 | 3/31/2031 | — | — |
| 3/30/2022 | 20,347 | 20,348 | 39.17 | 3/30/2032 | 1,991 | 540 |
| 3/21/2023 | 4,176 | 8,353 | 64.67 | 3/21/2033 | 3,866 | 11,597 |
| 6/9/2023 | 1,672 | 3,344 | 50.42 | 6/9/2033 | 1,653 | 4,958 |
| 12/5/2023 | 3,280 | 6,562 | 54.61 | 12/5/2033 | 3,052 | 9,155 |
| 3/26/2024 | — | — | — | — | 22,907 | 22,907 |
- 2024 Stock awards vested: 19,955 shares; value realized $1,101,863; no options were exercised by Johnson in 2024 .
Employment Terms
- Base salary and bonus target: A&R Employment Agreement set base at $825,000 and target bonus at 140% (effective Oct 23, 2023) .
- Severance (without Cause or for Good Reason): 2.0x current base salary + average bonus (paid/earned in prior two fiscal years), paid over 24 months; prior-year bonus, pro-rata current-year bonus (as described), COBRA cash equivalent (24 months), and 24 months of basic life insurance premiums; subject to release and restrictive covenants .
- Restrictive covenants: Confidentiality, non-disparagement, IP assignment; non-compete for 24 months post-termination (sporting goods/outdoors retailers above specified thresholds); non-solicit/no-hire for 24 months .
- Garden leave and Good Reason: Garden leave may be imposed; Good Reason includes reduction in base+target bonus, relocation >50 miles, or material breach (with notice/cure) .
- Change-of-Control equity: Double-trigger—time RSUs (2023+ grants) accelerate upon qualifying termination within 24 months post-CoC; performance RSUs (2023+ grants) deemed earned at target upon CoC; prior performance RSUs rules differ; no enhanced cash severance tied to CoC .
- 280G cutback: Best-net (“cut or pay”) approach to avoid excise taxes if applicable .
- Potential Payments (as of Feb 1, 2025; stock at $52.31):
Payment Type Death/Disability Without Cause/Good Reason Without Cause/Good Reason Following CoC Cash Severance (Salary+Bonus) — 2,367,201 2,367,201 Pro-Rata Bonus — 751,672 751,672 COBRA Insurance — 56,609 56,609 Life Insurance — 540 540 Accelerated Vesting: Options 460,689 — 597,536 Accelerated Vesting: Time RSUs 623,535 — 1,646,614 Accelerated Vesting: Performance RSUs 1,296,015 — 2,647,304 Total 2,380,239 3,176,022 8,067,476
Performance & Track Record
- 2024 individual performance highlights (attainment: target): 16 store openings delivered +5% sales over plan; customer service +150 bps YoY; shrink -10 bps YoY; reduced store turnover by 1,100 bps and DC turnover by 1,820 bps; progressed warehouse management system conversion .
- Company results context: FY2024 Net Sales $5.93B, Adj. EBIT $602M, ROIC 23%, diluted EPS $5.73; $396M returned to shareholders .
Compensation Structure Analysis
- Mix and design: Majority of NEO pay is at-risk, with Company gate at 80% of Adj. EBIT; 2024 eliminated options, shifting long-term equity entirely to RSUs (50% performance, 50% time-based) .
- Year-over-year shifts: Johnson’s stock awards rose to $2,999,900 in 2024 from $2,249,813 in 2023, while option awards went to $0 in 2024 from $749,979 in 2023, reflecting lower option risk and more RSU-based incentives .
- Say-on-pay: 98% approval for 2023 program at 2024 Annual Meeting; no program changes due to strong support .
Equity Ownership & Alignment (Governance)
- Ownership guidelines: President 3x base salary; compliance or within 5-year window .
- Prohibitions: Hedging and pledging banned; no option repricing without shareholder approval; no tax gross-ups .
- Clawbacks: Apply to cash and equity, including restatements and detrimental conduct .
Employment Terms (Additional)
- Principal place of employment: Katy, Texas .
- Expense reimbursement and benefits: Senior executive plans consistent with peers; PTO per policy .
- Dispute resolution: Harris County, TX courts; mediation precondition except for injunctive relief .
- Section 409A compliance and six-month delay for specified employees where required .
Investment Implications
- Incentive alignment: Strong linkage to profitability and capital efficiency via Adj. Pre-Tax Income and ROIC PSUs, plus annual Adj. EBIT/Net Sales cash metrics; elimination of options reduces leverage but increases certainty of equity vesting paths (could modestly dampen upside sensitivity) .
- Near-term supply considerations: Material unvested RSUs/PSUs from 2023–2024 grants with scheduled ratable and cliff vesting could create periodic selling pressure upon vest (e.g., PSUs 22,907 from 2024; multiple prior-year tranches outstanding) .
- Retention vs. cost: Double-trigger equity acceleration and 2.0x cash severance provide retention stability but represent meaningful change-of-control economics; absence of cash CoC enhancements and clawbacks mitigate governance risk .
- Ownership and governance: Beneficial ownership is modest (<1%); strong ownership guidelines and prohibition on hedging/pledging improve alignment; high say-on-pay support indicates investor approval of pay design .