Jeffrey M. Stutz
About Jeffrey M. Stutz
Jeffrey M. Stutz, age 54, has served on Johnson Outdoors’ Board since 2023 and is an independent director. He is a member of the Audit Committee and currently serves as Chief Financial Officer of MillerKnoll, Inc., bringing deep experience in finance, accounting, capital markets, and M&A, including architecting the Herman Miller–Knoll merger .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MillerKnoll (formerly Herman Miller) | CFO; previously VP IR, Treasurer, Chief Accounting Officer | Joined 2001; CFO current | Key architect of Herman Miller–Knoll transformative merger; extensive public company reporting and capital markets expertise |
| Donnelly Corporation (automotive supplier) | Financial operations and corporate accounting roles | Pre-2001 | Operational finance and corporate accounting experience |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| MillerKnoll, Inc. | Chief Financial Officer | Current | Public company executive role (no JOUT-disclosed related-party transactions with MillerKnoll) |
Board Governance
- Independence: Confirmed independent under Nasdaq standards; JOUT is a “Controlled Company” but maintains a majority of independent nominees and all Audit Committee members are independent .
- Committees: Audit Committee member (chair is Edward F. Lang; other members Stevens and Sheahan). Audit met 7 times in fiscal 2024; Board met 7 times .
- Attendance: Each director attended at least 75% of Board and committee meetings in fiscal 2024; all incumbent directors attended the Feb 28, 2024 annual meeting (virtual) .
- Executive sessions: Outside directors met in executive session at least twice in fiscal 2024 .
- Risk oversight: Board (via Audit) receives periodic cybersecurity updates; Compensation Committee oversees pay-risk alignment .
- Lead Independent Director: Board has a Lead Independent Director (John M. Fahey, Jr.) coordinating independent directors; enhances board effectiveness in a controlled company context .
Fixed Compensation
| Component | FY2024 Amount/Terms | Notes |
|---|---|---|
| Annual Director Cash Retainer | $60,000 | Standard outside director retainer |
| Committee Member Retainer (Audit) | $10,000 | Stutz is an Audit Committee member (not chair) |
| Vice Chair/Lead Independent Director Retainer | — | Not applicable to Stutz; $50,000 applies to Lead Independent Director |
| Meeting Fees | $0 | No meeting fees for Board/Committee attendance |
| FY2024 Cash Fees Paid to Stutz | $70,000 | Sum of base + Audit member fee |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (Director Equity) | 2/29/2024 | 2,409 shares | $110,007 | One-year cliff; vests ~3/1/2025 | Annual director equity under 2023 Non-Employee Director Stock Ownership Plan |
| Options/RSUs (Director) | — | — | — | — | Company did not grant options to directors in FY2024; directors received restricted stock |
Performance metrics for director equity: None; director equity is time-based restricted stock, not performance-conditioned .
Ownership guidelines: Stock Ownership Guidelines adopted June 3, 2022 apply to all non-employee directors, administered by the Compensation Committee; effective beginning on the five-year anniversary of adoption (compliance window through 2027) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| MillerKnoll, Inc. | CFO | Executive role (not board) | No JOUT-disclosed related-party transactions with MillerKnoll; related-party activity at JOUT is primarily with Johnson Bank and S.C. Johnson entities . |
Expertise & Qualifications
- Financial leadership: CFO of a global public company; audit/controls, SEC reporting, capital markets, and M&A expertise (including Herman Miller–Knoll merger) .
- Audit oversight: Serves on JOUT’s Audit Committee, aligning experience with committee mandate on external audit, disclosure controls, and internal controls .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jeffrey M. Stutz | 3,678 | <1% | Includes 2,409 unvested restricted shares vesting ~3/1/2025; director has voting power but cannot transfer while unvested |
Breakdown (as disclosed):
- Unvested restricted stock: 2,409 shares (vest ~3/1/2025) .
- Pledged/hedged: Company policy prohibits hedging, short sales, and margin accounts for directors; no pledging disclosed for Stutz .
Insider Trades
| Item | Status | Source |
|---|---|---|
| Section 16 filings | All required insider ownership reports were timely filed for fiscal 2024 and fiscal 2025 to date |
Governance Assessment
- Strengths:
- Independence and relevant expertise on Audit Committee; Audit Committee composed entirely of independent directors .
- Strong engagement indicators: ≥75% attendance; participation in annual meeting; Board uses executive sessions .
- Transparent director pay structure with market benchmarking (Pearl Meyer), no meeting fees, reasonable committee retainers; equity aligns interests via annual restricted stock .
- Company-level clawback policy covering incentive compensation; anti-hedging and anti-margin policies strengthen alignment .
- Risks/Considerations:
- Controlled company status reduces certain independence requirements by rule; however, Stutz individually is independent and committee independence is maintained .
- No performance linkage in director equity (time-based RS), typical for boards but offers less pay-for-performance sensitivity versus PSUs; mitigated by ownership guidelines .
- Market signals:
- Say-on-Pay received ~99% support in 2024, indicating broad shareholder confidence in compensation governance (contextual, albeit focused on executives) .
RED FLAGS
- None identified specific to Stutz. No related-party transactions involving Stutz; no pledging disclosed; compliance with insider reporting confirmed; attendance thresholds met .
Compensation Committee Analysis (Context)
- Compensation Committee is fully independent; engages Pearl Meyer; reviews peer benchmarking and adjusts program design (e.g., FY2025 bonus weighting changes and LTI RSU terms for executives) .
- Not directly about director pay but signals disciplined governance guiding broader pay practices.
Summary Director Compensation (FY2024)
| Component | Stutz Amount |
|---|---|
| Cash fees | $70,000 (base + Audit member fee) |
| Equity grant | $110,007 restricted stock (2,409 shares; grant date 2/29/2024) |
| Total | $180,007 |
Overall, Stutz’s financial, capital markets, and M&A expertise strengthens Audit oversight, with clean independence, solid attendance, and straightforward director pay aligned via annual equity and ownership guidelines—constructive signals for investor confidence in board effectiveness .