Katherine Button Bell
About Katherine Button Bell
Independent Class B director at Johnson Outdoors since 2014 (age 66), Katherine Button Bell is the former Chief Marketing Officer of Emerson Electric (1999–Dec 2022), where she was Senior Vice President and a member of Emerson’s Office of the Chief Executive from 2016; she brings deep expertise in global marketing, digital strategy, market research, and outdoor industry experience to JOUT’s board and currently chairs the Compensation Committee and sits on the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerson Electric Co. | Chief Marketing Officer; Senior Vice President; Member, Office of the Chief Executive | CMO 1999–Dec 2022; OCE since 2016 | Led global marketing and digital strategy; senior leadership credentials |
| Sally Beauty Holdings | Director; Member, Compensation Committee | Past (dates not specified) | Compensation oversight experience at a public company |
| Converse Inc. | Senior Marketing Positions | Not disclosed | Consumer brand and product marketing experience |
| Wilson Sporting Goods | Senior Marketing Positions | Not disclosed | Outdoor/sporting goods category expertise |
| Button Brand Development | President | Not disclosed | Strategic marketing consulting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Business Marketing Association | Director; Vice Chair; Chairwoman | Director 2010–2017; Vice Chair 2012–2013; Chairwoman 2013–2014 | Trade association governance and leadership |
| ANA Business Marketing Hall of Fame | Inductee | 2018 | Industry recognition for marketing leadership |
Board Governance
- Independence: Determined independent under Nasdaq listing standards; JOUT is a “Controlled Company” but maintains independent committees, including the Compensation Committee she chairs .
- Committee assignments: Chair, Compensation Committee (4 meetings in FY2024); Member, Nominating & Corporate Governance Committee (3 meetings in FY2024) .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024; the Board met 7 times; outside directors held at least two executive sessions without management .
- Stock ownership guidelines: Non-employee director stock ownership guidelines adopted June 3, 2022, effective beginning on the five-year anniversary of adoption, administered by the Compensation Committee .
- Policies: Insider trading policy prohibits hedging, short sales, and margin accounts; all director and executive transactions must be pre-cleared .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $60,000 | Standard outside director retainer |
| Compensation Committee chair fee | $15,000 | Chair premium |
| Nominating & Corporate Governance Committee member fee | $5,000 | Member retainer (non-chair) |
| Meeting fees | $0 | JOUT does not pay meeting fees |
| Total cash paid (FY2024) | $80,000 | As reported for Button Bell |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|---|
| Restricted stock (director equity) | Feb 29, 2024 | 2,409 | $110,007 | Vests on first anniversary of grant; time-based only | None (director awards are time-based) |
Compensation Committee–overseen pay-for-performance architecture for executives:
- Annual cash incentives use Company pre-tax income and working capital as % of net sales (75–85% weight historically) plus individual objectives (15–25%), with threshold funding at 25% and max at up to 200%; changes for FY2025 increased the individual objectives portion to 25% and waived minimum profit hurdles up to target, with e-commerce/digital investments excluded from pre-tax income for FY2025 .
- Performance RSUs fund over 3-year periods on cumulative net sales (50%) and cumulative profit before taxes (50%), with threshold at 80% of target (pays 50%), and historically max at 150% (increased to 200% for FY2025 awards); prior ROIC-based downward adjustment was removed for FY2025 grants .
- FY2022–2024 performance RSUs did not pay out; Compensation Committee determined the 3-year measures were not satisfied (signal of discipline) .
Other Directorships & Interlocks
| Company/Body | Relationship | Committee Role | Interlock/Conflict Assessment |
|---|---|---|---|
| Sally Beauty Holdings (public) | Former Director | Compensation Committee member | No JOUT-related transactions disclosed involving Button Bell; no conflict noted |
| Business Marketing Association (non-profit) | Director; Vice Chair; Chairwoman | Board leadership roles | Industry body; no JOUT conflict |
- Related party environment: JOUT engages in related-party transactions with Johnson family entities (e.g., HQ lease from Johnson Bank; admin/transport services from S.C. Johnson), totaling ~$1.538M in FY2024; Audit Committee reviews for arm’s-length terms .
Expertise & Qualifications
- Global marketing leadership, digital strategy, and market research; sector experience in outdoor/sporting goods from Wilson/Converse and executive-level at Emerson; prior public company compensation oversight experience at Sally Beauty .
- Governance credentials: Leads Compensation Committee; experienced in incentive design and peer benchmarking (Pearl Meyer engaged by the Committee) .
Equity Ownership
| Measure (as of Sep 27, 2024) | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 8,112 | <1% of outstanding Class A shares; includes voting power on certain unvested restricted shares |
| Percent of Class A outstanding | <1% | Denoted “*” in proxy (<1%) |
| Unvested restricted shares | 2,409 | Vests March 1, 2025; voting power during vesting |
| Deferred RSUs (vested, shares deferred) | 6,853 | Director elected to defer receipt of shares; not included in beneficial ownership total |
| Options outstanding | None | Outside directors held no options as of FY2024 year-end |
| Director equity grant (FY2024) | 2,409 shares | Granted Feb 29, 2024; fair value $110,007 |
| Ownership guidelines | In effect | Applies to non-employee directors; effective beginning five-year anniversary of adoption (June 3, 2022) |
Insider Trades & Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filing status | All timely | Company states all required Forms were filed timely in FY2024 and FY2025 to-date |
| Form 4 transactions | Not summarized in proxy | Proxy does not enumerate Button Bell’s individual Form 4s; Section 16 compliance affirmed |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with use of an independent consultant (Pearl Meyer); robust pay-for-performance oversight evidenced by zero payout on underperforming long-term awards; strong policies on hedging/short sales/margin; board and committee attendance at least 75%; director stock ownership guidelines instituted .
- Risks/Considerations: JOUT’s controlled company status and related-party transactions with Johnson family entities require continued vigilance by independent directors/committees; Johnson family pledging of shares noted for the controlling shareholder (not Button Bell), presenting broader governance optics risk .
- Signals: 99% “Say on Pay” approval at 2024 meeting suggests investor support for compensation governance; Compensation Committee’s calibrated changes for FY2025 (e.g., metrics and caps) indicate active stewardship .