Edward F. Lang
About Edward F. Lang
Edward F. Lang, age 62, has served on Johnson Outdoors’ Board since 2006. He is Senior Vice President and Chief Financial Officer of the New Orleans Saints (NFL) and New Orleans Pelicans (NBA) since 2012, and previously held senior finance leadership roles with the Nashville Predators (NHL). The Board has designated Lang as an audit committee financial expert based on his work experience and education. He is independent under Nasdaq standards and currently chairs the Audit Committee and serves on the Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Orleans Saints (NFL) & New Orleans Pelicans (NBA) | Senior Vice President & Chief Financial Officer | Since 2012 | Finance leadership; accounting, auditing, operations, ERM |
| Nashville Predators (NHL) | President of Business Operations & Alternate Governor | 2007–2010 | Corporate transactions, operations, ERM |
| Nashville Predators (NHL) | EVP Finance & Administration & CFO | 2004–2007 | Finance leadership |
| Nashville Predators (NHL) | SVP & CFO | 1997–2003 | Finance, accounting, auditing |
External Roles
| Organization | Role | Public/Private | Potential Interlocks/Exposure |
|---|---|---|---|
| New Orleans Saints (NFL) | Senior Vice President & CFO | Private sports franchise | No disclosed JOUT interlock/supplier/customer relationship |
| New Orleans Pelicans (NBA) | Senior Vice President & CFO | Private sports franchise | No disclosed JOUT interlock/supplier/customer relationship |
Board Governance
- Independence: The Board determined Lang is independent under Nasdaq standards; Johnson Outdoors is a “Controlled Company,” but maintains independent directors and committees voluntarily.
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member.
- Audit Committee financial expert: Board determined Lang qualifies under SEC rules.
- Meetings and attendance: FY2024—Board (7), Audit (7), Compensation (4), NCGC (3). Each director attended at least 75% of Board and applicable committee meetings.
- Annual meeting participation: All incumbent directors attended the Feb 28, 2024 virtual annual meeting.
- Executive sessions: Outside directors met in executive session at least twice in FY2024.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard for outside directors |
| Audit Committee Chair retainer | $25,000 | Chair premium |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Member premium |
| Total cash fees (FY2024) | $90,000 | Matches program elements above |
| Equity award grant-date fair value (FY2024) | $110,007 | Restricted stock; service-based vesting |
| Total director compensation (FY2024) | $200,007 | Cash + equity |
Performance Compensation
- Director equity structure: Restricted stock awards vest on the first anniversary of grant; no performance metrics (RSUs/PSUs) are used for director equity.
- Stock ownership guidelines: Adopted June 3, 2022 for non-employee directors; effective beginning on the five-year anniversary; administered by the Compensation Committee.
- Anti-hedging/margin: Directors are prohibited from hedging Johnson Outdoors stock and maintaining margin accounts.
| FY2024 Director Equity Grant Details | Grant Date | Shares Granted | Vesting | Grant-Date Value |
|---|---|---|---|---|
| Restricted stock (Non-Employee Director Stock Ownership Plan) | Feb 29, 2024 | 2,409 | Vests on first anniversary; proxy notes vest on Mar 1, 2025 for 2,409 shares | $110,007 |
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles |
|---|---|---|---|
| None disclosed (public companies) | — | — | — |
| Private sports franchises (Saints, Pelicans) | Private | CFO | Not applicable |
Expertise & Qualifications
- Deep CFO experience in finance, accounting, and auditing; corporate transactions and enterprise risk management; experience in leisure industries/consumer products.
- Designated Audit Committee financial expert; chairs Audit Committee overseeing auditor selection, financial reporting, controls, disclosures, and Audit Committee report.
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A Outstanding | Notes |
|---|---|---|---|
| Edward F. Lang | 30,104 | <1% | Includes 2,409 unvested restricted shares vesting Mar 1, 2025 |
| Unvested Director Equity (as of Sep 27, 2024) | Type | Shares | Vesting |
|---|---|---|---|
| Edward F. Lang | Restricted stock | 2,409 | One-year cliff; first anniversary of grant (Mar 1, 2025 per proxy note) |
Governance Assessment
- Strengths: Independent director; Audit Chair; SEC-designated financial expert; strong committee engagement; outside directors meet in executive session; timely Section 16 filings; anti-hedging/margin policies; director ownership guidelines in place.
- Compensation alignment: FY2024 mix emphasizes equity (~55% of total director pay: $110,007 of $200,007), supporting long-term alignment; no meeting fees, standardized retainers with chair/member differentials.
- Potential risks/mitigants: “Controlled Company” status can reduce mandated independence, but Board voluntarily maintains independent committees and oversight; related-party transactions (Johnson family entities) are reviewed/approved by the Audit Committee chaired by Lang.
- No red flags disclosed specific to Lang: No pledging of Lang’s shares, no related-party transactions involving him, no attendance issues, no legal proceedings disclosed.
Board Governance (Committee Details)
| Committee | Role | Members | FY2024 Meetings | Key Responsibilities |
|---|---|---|---|---|
| Audit | Chair | Lang; Stevens; Stutz; Sheahan | 7 | Auditor appointment/compensation; monitor compliance/financial reporting; oversee audits; prepare Audit Committee report |
| Nominating & Corporate Governance | Member | Fahey (Chair); Lang; Stevens; Alexander; Button Bell | 3 | Director/committee nominations; Board performance assessment; governance shaping |
Director Compensation (Program Structure)
| Element | FY2024 Amount |
|---|---|
| Outside director annual cash retainer | $60,000 |
| Equity award (restricted stock) | $110,000 grant-date value |
| Committee chair retainers | Audit $25,000; Compensation $15,000; NCGC $10,000 |
| Committee member retainers | Audit $10,000; Compensation $7,500; NCGC $5,000 |
| Lead Independent Director retainer | $50,000 |
| Meeting fees | None |
Related Party Transactions (Oversight Context)
- The Company incurred ~$1,538,000 in FY2024 for services from related Johnson family-controlled entities (e.g., S.C. Johnson; Johnson Bank lease). The Audit Committee reviews and approves related person transactions and concluded terms were arm’s-length.
Insider Trades
- Section 16(a) compliance: The Company believes all required filings by officers, directors, and >10% holders were timely for FY2024 and FY2025 to date.
Say-on-Pay & Consultant Independence (Context)
- 2024 Say-on-Pay approval ~99% (with dual-class voting weighting); Compensation Committee engages independent consultant Pearl Meyer; Committee determined no conflicts of interest.
Summary Signal
- Governance signal: Lang’s independent status, audit chairmanship, and financial expertise strengthen Board oversight of financial reporting and related-party review—positive for investor confidence. Controlled-company status is a structural consideration, but mitigated by independent committee leadership and formal policies (clawback, anti-hedging, ownership guidelines).