Edward Stevens
About Edward Stevens
Edward Stevens (age 56) is an independent director of Johnson Outdoors Inc. (JOUT) and has served on the Board since 2016. He is Founder & CEO of Scoot, Inc. (since July 2017) and previously founded Shopatron, a cloud-based eCommerce order management company, serving as CEO from 2001–2015. His core credentials span digital strategy, eCommerce, omni‑channel distribution, and international business strategy—capabilities cited by the Nominating & Corporate Governance Committee in supporting his nomination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Scoot, Inc. | Founder & Chief Executive Officer | Jul 2017–Present | Enterprise virtual communication platform leadership; digital product strategy |
| Demand Q | Chairman of the Board | Mar 2018–Present | Software-based peak demand energy solutions; governance leadership |
| Cellucomn | Board Member | Not disclosed | Sustainable materials manufacturing; advisory/oversight |
| KIBO Software, Inc. | Strategic Board Advisor | Nov 2016–Oct 2017 | eCommerce platform strategy |
| KIBO Software, Inc. | Chief Operating Officer | Dec 2015–Nov 2016 | Operations leadership at eCommerce platform |
| Shopatron | Founder & Chief Executive Officer | 2001–2015 | Built leading cloud-based eCommerce order management systems; omni-channel execution |
External Roles
| Organization | Type | Role | Public Company? |
|---|---|---|---|
| Demand Q | Operating company | Chairman of the Board | Not disclosed as public in proxy |
| Cellucomn | Operating company | Board Member | Not disclosed as public in proxy |
| Other public company directorships (current or past 5 years) | — | — | None disclosed for Stevens in the director biography section that lists such roles when applicable |
Board Governance
- Independence: The Board determined Stevens is independent under Nasdaq standards. JOUT is a “Controlled Company,” but its independent nominees include Stevens .
- Committees (FY2024): Audit Committee (member), Nominating & Corporate Governance Committee (member). He is not a committee chair .
- Attendance: In FY2024, each director attended at least 75% of aggregate Board/committee meetings for which they served; Board met 7x; Audit 7x; Compensation 4x; NCGC 3x; Executive 0x .
- Lead Independent Director: Role held by John M. Fahey, Jr.; independent executive sessions held at least twice in FY2024 .
- Director since: 2016 (Class B nominee) .
- Annual meeting engagement: All incumbent directors attended the Feb 28, 2024 virtual annual meeting .
Fixed Compensation
| Component (FY2024) | Amount/Terms |
|---|---|
| Annual cash retainer (outside directors) | $60,000 |
| Committee membership retainers | Audit $10,000; Nominating & Corporate Governance $5,000; (Compensation $7,500; not applicable to Stevens) |
| Committee chair retainers | Audit Chair $25,000; Compensation Chair $15,000; NCGC Chair $10,000; (Stevens is not a chair) |
| Lead Independent Director retainer | $50,000 (applies to Fahey) |
| Edward Stevens – cash fees earned (FY2024) | $75,000 (consistent with base retainer + Audit + NCGC membership) |
| Meeting fees | None (no per‑meeting fees) |
| FY2024 Director Equity Grant | Details |
|---|---|
| Grant type | Restricted stock (time-based) |
| Grant date | Feb 29, 2024 |
| Shares granted | 2,409 |
| Grant date fair value | $110,007 |
| Vesting | Vests on first anniversary of grant (one-year service vest) |
Performance Compensation
- Non‑employee director equity is service‑based (restricted stock) with no performance metrics; no stock options were granted to outside directors in FY2024 .
- JOUT maintains executive clawback and anti‑hedging policies; directors are subject to the Insider Trading Policy prohibiting hedging, short sales, and margin accounts .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Stevens |
| Private/company boards | Demand Q (Chairman); Cellucomn (Board Member) |
| Interlocks with JOUT competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Digital strategy, eCommerce, and omni‑channel distribution; founder‑operator experience (Shopatron; Scoot) .
- International business strategy; operating leadership at KIBO (COO) and advisory roles in software and sustainable materials .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership (Class A) | 10,509 shares as of Sep 27, 2024 (<1% of class) |
| Unvested restricted stock included | 2,409 shares (vesting around Mar 1, 2025) |
| Options outstanding | None for outside directors as of Sep 27, 2024 |
| Pledged shares | Not disclosed for Stevens; pledges disclosed for CEO only |
| Director ownership guidelines | Stock Ownership Guidelines adopted Jun 3, 2022; five‑year compliance horizon; administered by Compensation Committee |
| Hedging/pledging policy | Prohibits hedging and margin accounts for directors; all trades must be pre‑cleared |
Governance Assessment
-
Positives
- Independent director with relevant digital/eCommerce expertise; serves on Audit and NCGC, supporting board oversight of financial reporting and governance processes .
- Solid engagement: Board reports each director met at least 75% attendance; all directors attended 2024 annual meeting .
- Pay structure emphasizes equity alignment (annual time‑based restricted stock) with straightforward cash retainers; no meeting fees; no option grants; independent compensation review by Pearl Meyer .
- Insider trading and anti‑hedging policies apply to directors; director stock ownership guidelines in place with phased compliance .
-
Risks/Watch‑items
- Controlled Company status concentrates voting power with the Johnson family; while most nominees are independent, the structure can reduce minority shareholder influence .
- Related‑party transactions exist at the company level (services from entities controlled by Johnson family; HQ lease), though overseen by the Audit Committee; no Stevens‑specific related transactions are disclosed .
- CEO share pledging is disclosed; no pledging disclosed for Stevens .
-
RED FLAGS
- Controlled Company with dual‑class voting and related‑party transactions (company‑level) .
- No director‑specific red flags (e.g., related‑party dealings, low attendance, option repricing, hedging/pledging) are disclosed for Stevens in the latest proxy .