David W. Johnson
About David W. Johnson
David W. Johnson, age 61, serves as Vice President and Chief Financial Officer of Johnson Outdoors Inc. (since November 2005), after roles as Interim CFO/Treasurer (July–November 2005) and Director of Operations Analysis (December 2001–July 2005); prior to Johnson Outdoors he held finance positions at Procter & Gamble with increasing responsibility . He also serves on the board of Twin Disc, Inc. (appointed July 2016), chairing its Audit Committee and serving on its Nominating & Governance Committee . Company performance during the past four fiscal years shows Total Shareholder Return (TSR) falling to $45.52 (value of $100 invested on 9/30/2020) by FY2024 vs $128.21 in FY2021, alongside net income losses in FY2024 and prior profitability in FY2021–FY2023; pre-tax income similarly turned negative in FY2024 .
| Performance Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| TSR – Johnson Outdoors ($100 baseline 9/30/2020) | $128.21 | $60.87 | $66.28 | $45.52 |
| Net Income ($mm) | $83.38 | $44.49 | $19.53 | $(26.53) |
| Pre-tax Income ($mm) | $112.92 | $58.89 | $25.82 | $(29.86) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson Outdoors Inc. | Director of Operations Analysis | 2001–2005 | Operations analytics supporting financial performance measurement |
| Johnson Outdoors Inc. | Interim CFO & Treasurer | Jul–Nov 2005 | Transitional leadership in finance |
| Johnson Outdoors Inc. | VP & Chief Financial Officer | Nov 2005–Present | Enterprise finance leadership, risk oversight co-chair |
| Procter & Gamble | Finance roles (increasing responsibility) | Pre-2001 | Financial management experience at a global consumer company |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Twin Disc, Inc. | Director | Appointed Jul 2016–Present | Audit Committee Chair; Nomination & Governance Committee member |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $441,692 | $472,424 | $494,190 |
| Perquisites (Exec Flexible Spending Plan) | $7,000 | $7,000 | $7,000 |
| 401(k) Match | $7,731 | $8,480 | $8,626 |
| Qualified Plan Contributions | $14,500 | $9,150 | $6,600 |
| Non-Qualified Plan Contributions | $19,752 | $7,813 | $4,406 |
| All Other Compensation (Total) | $48,983 | $32,443 | $26,632 |
Notes:
- No employment agreement; no severance policy for NEOs (historically case-by-case) .
- Clawback policy covers incentive compensation (cash and equity) granted/paid in the last three fiscal years if financial restatement occurs; amended effective June 30, 2023 .
Performance Compensation
Annual Cash Incentives (Johnson Outdoors Worldwide Key Executives Discretionary Bonus Plan)
- 2024 design: 85% Company financial component (pre-tax income and working capital % of net sales), 15% individual objectives; minimum pre-tax income hurdle applied to both components .
- Target bonus opportunity: 55% of base salary for CFO .
- 2024 outcome: No payout (Company financial component below thresholds; minimum financial metrics not satisfied for individual component) .
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Company financial (pre-tax income; working capital %) | 85% | $231,034 | Below threshold | $0 |
| Individual objectives | 15% | $40,771 | Not eligible (minimum metrics not met) | $0 |
| Total Bonus Paid (FY 2024) | — | $271,805 (target) | — | $0 |
2025 plan changes: Individual objectives component increased to 25%; Company financial component decreased to 75%; max payout remains 200% of target; threshold funding at 25% target; minimum pre-tax income waived for threshold-to-target payouts but reinstated for above-target; e-commerce/digital investments excluded from pre-tax income calculation; individual component capped at 100% if Company pre-tax income below target .
Long-Term Equity Incentives (2020 Long-Term Stock Incentive Plan)
- PSU design (FY2024 grants): 50% cumulative net sales and 50% cumulative profit before taxes over FY2024–FY2026; threshold 50% of target; max 150%; subject to downward adjustment if minimum average ROIC not achieved .
- FY2024 PSU grant: 4,843 target RSUs to CFO (grant date 12/6/2023; $54.20/share) .
- FY2023 PSU outstanding (FY2023–FY2025 performance): 4,643 target RSUs .
- FY2022 PSU payout (FY2022–FY2024 performance): 0 shares earned (targets not satisfied); CFO target was 2,593 RSUs .
| Award | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| FY2022 PSU (granted 12/7/2021) | Cumulative net sales; operating profit | 50% / 50% | 2,593 RSUs | Below threshold | 0 | Dec 2024 determination |
| FY2023 PSU (granted FY2023) | Cumulative net sales; profit before taxes | 50% / 50% | 4,643 RSUs | TBD | TBD | Dec 2025 determination |
| FY2024 PSU (granted 12/6/2023) | Cumulative net sales; profit before taxes | 50% / 50% | 4,843 RSUs | TBD | TBD | Dec 2026 determination |
| FY2025 PSU (granted 12/3/2024) | Cumulative net sales; profit before taxes | 50% / 50% | 7,922 RSUs | TBD | TBD | Dec 2027 determination |
FY2025 PSU changes: Max payout increased to 200% of target; ROIC downward adjustment removed; service-based restricted stock now 3-year cliff vesting .
Service-Based Restricted Stock
- FY2024 grant: 4,843 restricted shares (vest 12/6/2027; 4-year cliff from grant 12/6/2023; $54.20/share) .
- Legacy grants outstanding: 2,825 (vest 12/8/2024); 2,470 (vest 12/7/2025); 4,643 (vest 12/6/2026) .
| Grant | Shares | Vesting Date | Terms |
|---|---|---|---|
| FY2020 grant | 2,825 | 12/8/2024 | 4-year cliff from grant |
| FY2021 grant | 2,470 | 12/7/2025 | 4-year cliff from grant |
| FY2022 grant | 4,643 | 12/6/2026 | 4-year cliff from grant |
| FY2024 grant | 4,843 | 12/6/2027 | 4-year cliff from grant |
Equity Ownership & Alignment
- Beneficial ownership: 33,122 Class A shares; less than 1% of outstanding Class A; excludes 2,439 RSUs for which receipt was deferred .
- Unvested awards at FY2024 year-end and market value (close $36.46 on 9/27/2024) :
- Restricted stock: 2,825 ($103,000), 2,470 ($90,056), 4,843 ($176,576) .
- PSUs at target: 2,593 ($94,541), 4,643 ($169,284), 4,643 ($169,284), 4,843 ($176,576) .
- Hedging/margin accounts prohibited by Insider Trading Policy; all insider transactions must be pre-cleared with CFO and Chief Legal Officer; short sales prohibited .
- Stock Ownership Guidelines adopted June 3, 2022 for executives and directors; effective at 5-year anniversary; administered by Compensation Committee .
| Ownership Detail | Value |
|---|---|
| Beneficially owned shares (Class A) | 33,122; <1% of class |
| Deferred RSUs not included | 2,439 |
| Policy: Hedging/short sales/margin accounts | Prohibited |
| Stock Ownership Guidelines | Adopted 6/3/2022; 5-year compliance window |
Insider transactions: Recent Form 4 filings for David W. Johnson in December 2024 are posted on EDGAR (likely reflecting award grants/vesting events) .
Employment Terms
- Employment agreements: None for NEOs; severance not contractually provided; historically negotiated case-by-case .
- Change-of-control: Plan permits immediate vesting of restricted stock and 100% of target PSUs deemed earned upon change-of-control, at Compensation Committee’s discretion; CFO would accelerate 26,860 restricted shares/RSUs with unrealized value of ~$979,316 at 9/27/2024 close .
- Clawback: Incentive Compensation Recovery Policy (effective 12/2/2015; amended 6/30/2023) covering cash bonuses, restricted stock, RSUs, performance units, and options tied to financial measures for the prior three completed fiscal years .
| Provision | Terms |
|---|---|
| Employment agreement | None |
| Severance policy | None; case-by-case historically |
| Change-of-Control equity acceleration | RS vests; PSUs deemed earned at 100% target |
| Potential CoC accelerated shares/value | 26,860 shares; $979,316 value at $36.46 |
| Clawback policy | Restatement-triggered recovery of incentive pay (3-year lookback) |
Compensation Structure Analysis
- Mix and pay-for-performance: CFO’s base salary represented ~29% of total opportunity in FY2024; remainder at-risk via annual bonus and equity; no guaranteed incentives; no tax gross-ups; no SERP; modest perquisites via Executive Flexible Spending .
- Annual bonus discipline: FY2024 individual and financial components paid $0 due to not meeting minimum financial metrics; indicates strict application of hurdles .
- Long-term incentives: FY2022 PSUs paid 0; FY2023–FY2025 and FY2024–FY2026 PSUs outstanding; FY2025 PSU program raised maximum to 200% and removed ROIC downward adjustment, increasing upside sensitivity to growth/profit metrics .
- Peer benchmarking: Compensation calibrated using Pearl Meyer against a peer group of consumer/engineered product manufacturers (e.g., Deckers, YETI, Acushnet, Callaway, American Outdoor Brands) .
| Element | Practice |
|---|---|
| Cash vs equity mix | Heavy variable/at-risk; base ~29% for CFO |
| Annual bonus metrics | Pre-tax income; working capital %; individual goals; strict hurdles |
| PSU metrics | 3-year cumulative net sales and profit before taxes; 50/50 weighting |
| PSU payout curve | Threshold 50%; max 150% (FY2024 grants); 200% for FY2025 grants |
| Independent consultant | Pearl Meyer; no conflicts |
Say-on-Pay & Governance
- 2024 say-on-pay approval ~99% (weighted by Class B votes when voting jointly) .
- Controlled company status; Compensation Committee comprised of independent directors despite exemption .
- Risk oversight: Board Risk Committee co-chaired by CFO; Compensation Committee oversight to avoid excessive risk-taking in compensation design .
Investment Implications
- Strong pay-for-performance discipline: Zero FY2024 annual bonus and zero FY2022 PSU payout reflect tight linkage to profitability and working capital—supportive of shareholder alignment but may suppress cash comp in down cycles .
- Upcoming vesting cadence may create periodic supply: Service-based restricted stock vests in Dec 2024/2025/2026/2027 (2.8K/2.5K/4.6K/4.8K shares), and PSUs could vest depending on FY2023–FY2025, FY2024–FY2026, and FY2025–FY2027 performance; monitor Form 4s around these dates for potential selling pressure .
- Alignment safeguards: Hedging/short sales/margin accounts prohibited; Stock Ownership Guidelines in place; Clawback policy covers restatements—reducing misalignment/abuse risk .
- Retention/exit economics: No contractual severance and a large portion of compensation in multi-year performance equity suggests retention via unvested awards rather than guaranteed cash; change-of-control accelerates equity (single-trigger for equity), which could be material (26,860 shares at FY2024 pricing) .