John M. Fahey, Jr.

About John M. Fahey, Jr.

Lead Independent Director/Vice Chairman of the Board at Johnson Outdoors (appointed 2022); director since 2001. Age 73. Former Chairman and CEO at National Geographic Society; Non‑Executive Chairman of Time Inc. (2017–2018). Brings leadership, strategic planning, international business, corporate transactions, and enterprise risk management experience; also serves on the Smithsonian Institution Board of Regents and as a director of Lindblad Expeditions Holdings .

Past Roles

External Roles

Board Governance

• Independence: The board determined Fahey is independent under NASDAQ rules; Johnson Outdoors is a “Controlled Company,” but 8 of 9 nominees are independent, including Fahey .
• Leadership: Serves as Lead Independent Director/Vice Chairman; coordinates independent directors, presides and can call executive sessions, and serves as liaison to the Chair/CEO .
• Committee assignments (FY2024):
  • Executive Committee – member (with Chair/CEO)
  • Compensation Committee – member (Chair: K. Button Bell)
  • Nominating & Corporate Governance Committee – Chair
  • Audit Committee – not a member (members: Lang [Chair], Stevens, Stutz, Sheahan)
• Attendance and engagement: In fiscal 2024, the board met 7 times; each director attended at least 75% of board and relevant committee meetings. Outside directors held at least two executive sessions. All incumbents attended the Feb 28, 2024 virtual annual meeting .

Fixed Compensation

Program design for outside directors (FY2024): $60,000 annual cash retainer; equity award (restricted stock) with $110,000 grant date value; additional cash retainers — Lead Independent Director $50,000; committee chair retainers: Audit $25,000, Compensation $15,000, Nominating & Corporate Governance $10,000; committee member retainers (non‑chairs): Audit $10,000, Compensation $7,500, Nominating & Corporate Governance $5,000. No meeting fees .

Fahey’s FY2024 compensation and mix:

Cash/equity mix FY2024 ≈ 54% cash / 46% equity (based on table above) .

Cash retainer components attributable to roles (FY2024): $60,000 base + $50,000 Lead Independent Director + $10,000 NCGC Chair + $7,500 Compensation Committee member = $127,500 .

Performance Compensation

Johnson Outdoors does not use performance‑based pay for non‑employee directors. Annual equity is time‑vested restricted stock (one‑year vesting); no stock options or PSUs for directors are disclosed .

Director equity grant details:

• FY2024 grant: 2,409 restricted shares on Feb 29, 2024; grant date fair value $110,007; vest on first anniversary .
• FY2023 grant: 1,588 restricted shares on Mar 2, 2023; grant date fair value $100,020; vest on first anniversary .

Other Directorships & Interlocks

Expertise & Qualifications

• Board‑level skills cited by JOUT: leadership, strategic planning, international business, corporate transactions, enterprise risk management; familiarity with JOUT’s markets .
• Lead Independent Director responsibilities reinforce independence and board process oversight .

Equity Ownership

Director outstanding/unvested equity:

• Unvested restricted stock at FY2024 year‑end: 2,409 shares (vesting on first anniversary of grant) .
• No options outstanding; director equity is restricted stock; no pledge disclosures for Fahey; JOUT policy prohibits hedging and margin accounts for directors .

Director/Executive Stock Ownership Guidelines:

• Adopted June 3, 2022; apply to all non‑employee directors; compliance effective by five‑year anniversary (June 3, 2027). Specific multiples not disclosed in proxy; administered by the Compensation Committee .

Governance Assessment

• Strengths

  • Independent Lead Director with clear authority to convene and preside over executive sessions; strong role clarity .
  • Chair of Nominating & Corporate Governance Committee; active on Compensation Committee and Executive Committee, indicating centrality to board process .
  • High director independence across board; all directors met attendance thresholds; directors regularly meet without management .

• Risks/Watch‑items

  • Controlled company with combined Chair/CEO; while mitigated by Lead Independent Director structure, this remains a structural governance risk for minority shareholders .
  • Executive Committee includes CEO and Lead Independent Director—can speed decisions but concentrates influence; continue monitoring committee balance and information flow .

RED FLAGS: None specific to Fahey in related‑party transactions, pledging/hedging, or attendance were disclosed in the proxy; Section 16 filings were timely according to the company .

Insider Trades

Related‑Party Exposure

• Company‑level related‑party transactions involve entities affiliated with the Johnson family (e.g., SC Johnson services; headquarters lease from Johnson Bank); total FY2024 spend ≈ $1.538 million, reviewed/approved via Audit Committee policy. No Fahey‑specific related‑party transactions are disclosed .

Say‑on‑Pay & Investor Sentiment (Context)

• Say‑on‑Pay support ≈ 99% at the 2024 annual meeting; Compensation Committee (of which Fahey is a member) is fully independent, uses an independent consultant (Pearl Meyer), and maintains a clawback policy .

Director Compensation Detail (Equity Grants)

Committee Roles Snapshot (FY2024)

Meeting Attendance and Engagement

• Board meetings (FY2024): 7; Fahey met the ≥75% attendance threshold applicable to all directors; outside directors held at least two executive sessions. All incumbents attended the Feb 28, 2024 annual meeting .