Richard (Casey) Sheahan
About Richard (“Casey”) Sheahan
Independent director of Johnson Outdoors since 2014; age 69. Former CEO of Simms Fishing Products (2017–2022), President of Keen Footwear (2016–2017), and President/CEO of Patagonia and Lost Arrow (2005–2014), with prior senior roles at Kelty, Wolverine Worldwide, Merrell, and Nike, plus service on the Outdoor Industry Association (Executive Committee) (2009–2014). Core credentials: deep outdoor industry operating leadership, brand/marketing expertise, and sustainability-oriented business practices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simms Fishing Products LLC | Chief Executive Officer | Nov 1, 2017 – Oct 2022 | Led manufacturing/marketing of fishing products; outdoor performance focus |
| Keen Footwear | President | Oct 1, 2016 – Oct 31, 2017 | Consumer brand leadership in footwear distribution/marketing |
| Patagonia, Inc. / Lost Arrow Corp. | President & CEO | 2005 – 2014 | Sustainability and brand stewardship across premium outdoor apparel |
| Kelty, Wolverine Worldwide, Merrell, Nike | Senior leadership/marketing roles | Prior to 2005 | Category marketing, brand building, outdoor product expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Outdoor Industry Association | Director; Executive Committee | 2009 – 2014 | Industry advocacy; executive committee governance |
No other current public company directorships disclosed .
Board Governance
- Independence: Board determined Sheahan is independent under Nasdaq standards; JOUT is a controlled company but maintains majority independent nominees .
- Committee assignments (FY2024): Audit Committee member; Compensation Committee member; not a chair .
- Audit Committee financial expert: Edward F. Lang designated; Sheahan serves on the committee but is not the named financial expert .
- Board/committee engagement: Board met 7 times in FY2024; Audit 7; Compensation 4; Nominating & Corporate Governance 3. Each director attended at least 75% of Board and relevant committee meetings; outside directors held at least two executive sessions without management .
- Annual meeting: All incumbent directors attended the Feb 28, 2024 virtual annual meeting .
- Lead Independent Director: John M. Fahey, Jr. serves as Lead Independent Director/Vice Chair .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Annual Director Retainer (cash) | $60,000 | Standard outside director retainer |
| Audit Committee Member Retainer (cash) | $10,000 | Non-chair committee member fee |
| Compensation Committee Member Retainer (cash) | $7,500 | Non-chair committee member fee |
| Total Fees Earned | $77,500 | Sum of above; matches reported fees |
Performance Compensation
| Grant | Shares | Grant Date | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock | 2,409 | Feb 29, 2024 | $110,007 | Vests on first anniversary of grant |
- JOUT director equity for FY2024: restricted stock with annual grants; no options granted; time-based vesting (not performance-based) .
- Director stock ownership guidelines adopted Jun 3, 2022 (effective by five-year anniversary); administered by Compensation Committee .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Sheahan .
- Potential interlocks/conflicts: None disclosed for Sheahan; related-party transactions primarily involve Johnson Bank/S.C. Johnson services (company-level), reviewed/approved by Audit Committee .
Expertise & Qualifications
- Outdoor industry operator with CEO-level experience; marketing and brand strategy leadership; sustainability practices .
- Supports Board oversight of consumer products, brand positioning, and category dynamics .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (Class A) | 9,252 shares | Includes unvested restricted shares; <1% of Class A outstanding |
| Ownership % of Class A | <1% | As disclosed in beneficial ownership table |
| Unvested Restricted Shares | 2,409 | Vests Mar 1, 2025; included in total |
| Implied Vested Shares | 6,843 | Total minus unvested; derived from footnote (includes unvested) |
| Options | None | No director options outstanding |
| Pledging/Hedging | Prohibited; no pledging disclosed for Sheahan | Insider trading policy prohibits hedging/short sales/margin; no pledging noted for Sheahan |
Governance Assessment
- Board effectiveness: Active participation via Audit and Compensation committees; attendance threshold met; presence of independent compensation consultant (Pearl Meyer) with no conflicts; regular executive sessions demonstrate independent oversight .
- Pay structure: Balanced cash/equity mix aligned to market medians; FY2024 director cash fees plus time-based restricted stock; no meeting fees; lead independent director retainer signals board leadership structure .
- Shareholder sentiment: Strong say-on-pay support (~99% approval at 2024 meeting) indicates investor confidence in compensation governance .
- Conflicts/related parties: No Sheahan-specific related-party transactions; company-level transactions with Johnson Bank/S.C. Johnson reviewed by Audit Committee; controlled company status appropriately disclosed and mitigated via independent committee composition .
- RED FLAGS: None specific to Sheahan identified (no low attendance, no pledging, no director-related related-party transactions, no tax gross-ups in programs); note controlled company status as structural consideration for governance analysis .
Director Compensation Summary (FY2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $77,500 |
| Stock Awards (Grant Date Fair Value) | $110,007 |
| Total | $187,507 |
Committee Structure Snapshot (FY2024)
| Committee | Members | Chair | Meetings |
|---|---|---|---|
| Audit | Lang, Stevens, Stutz, Sheahan | Lang | 7 |
| Compensation | Button Bell, Fahey, Sheahan, Zipfel | Button Bell | 4 |
| Nominating & Corporate Governance | Fahey, Lang, Stevens, Button Bell, Alexander | Fahey | 3 |
| Executive | Johnson-Leipold, Fahey | Johnson-Leipold (Board Chair) | 0 |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~99%; annual frequency affirmed; Compensation Committee views results as strong endorsement of program design .
Related Party Transactions (Company-level context)
- Services from Johnson Bank/S.C. Johnson and related entities totaled approximately $1,538,000 in FY2024; Audit Committee reviews for arm’s-length terms; no Sheahan involvement disclosed .
Policies Relevant to Alignment and Risk
- Stock Ownership Guidelines for directors (effective by five-year mark); Clawback policy amended Jun 30, 2023 for incentive compensation tied to financial metrics; insider trading policy prohibits hedging, short sales, and margin accounts; preclearance required for directors .