David W. Johnson
About David W. Johnson
Independent director at Twin Disc (TWIN); age 62; serves on the Board since July 2016. Johnson is Vice President and Chief Financial Officer of Johnson Outdoors, Inc., and is designated an SEC-defined “audit committee financial expert.” The Board has affirmatively determined his independence under Nasdaq and SEC rules .
Past Roles
No additional prior roles disclosed beyond current CFO position at Johnson Outdoors .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Outdoors, Inc. | Vice President and Chief Financial Officer | Not disclosed | Financial leadership; expertise recognized at TWIN as audit committee financial expert |
Board Governance
- Committee assignments: Audit Committee Chair; member of Nominating and Governance Committee. Audit Committee members: Johnson (Chair), Giesselman, Larimer, Olsen; all are independent and each qualifies as an “audit committee financial expert.” Committee roster: Audit (Johnson, Giesselman, Larimer, Olsen); Compensation & Human Capital (Giesselman, Doar, Larimer); Nominating & Governance (Doar, Johnson, Olsen) .
- Board independence: Majority independent; Johnson is independent under SEC/Nasdaq and company guidelines .
- Attendance: FY2025—Board met 9 times; Audit 5; Nominating & Governance 2; Compensation 3; all directors attended at least 75% of Board and committee meetings (three absences among incumbents). FY2024—Board met 6 times; Audit 5; Nominating & Governance 2; Compensation 3; all directors attended at least 75% (one absence among incumbents) .
- Board leadership: Chairman (Smiley) separate from CEO (Batten); Chairman leads executive sessions and serves as liaison to independent directors and shareholders .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $51,250 | $64,375 |
| Value of Stock Awards | $103,750 | $100,000 |
| All Other Compensation | $0 | $0 |
| Total | $155,000 | $164,375 |
- Committee chair fees schedule: Audit Chair $20,000; Compensation Chair $15,000; Governance Chair $10,000; Chairman’s fee $54,000 (paid in addition to annual retainer) .
- Directors may irrevocably elect to receive quarterly base cash retainers in restricted shares that vest one year from the payment date; Johnson’s stock awards include shares issued in lieu of cash retainer under director plans .
Performance Compensation
- Director equity is time-based restricted stock as annual retainer; not tied to performance metrics (minimum one-year vesting, typical vest at next annual meeting). Non-employee directors’ restricted shares vest fully upon death or disability; change-in-control acceleration terms in the Omnibus Plan apply to employees/consultants, not to non-employee directors .
- Company performance metrics overseen by the Board’s Compensation & Human Capital Committee (for executives), useful for pay-for-performance governance context:
| CIP Metric (Executives) | FY2024 Target | FY2024 Actual | FY2024 Payout Basis | FY2025 Target | FY2025 Actual | FY2025 Payout Basis |
|---|---|---|---|---|---|---|
| Net Sales | $293.0M (T) | $295.127M | 107.3% | $336.0M (T) | $340.738M | 113.9% |
| EBITDA % of Net Sales | 10.0% (T) | 10.33% | 132.6% | 10.0% (T) | 9.28% | 64.0% |
| Inventory % of Net Sales | 41% (T) | 40.6% | 106.8% | 37.8% (T) | 41.0% | 65.8% |
| Strategic Objectives | Growth/European consolidation/Individual | 100%/50%/— | Incorporated | Corporate Growth/Individual | 100%/— | Incorporated |
- Executive long-term incentive (LTI) metrics: three-year Average ROIC (50%) and Cumulative EBITDA (50%) for FY2025–FY2027 awards; FY2022–FY2025 cycle vested at 166.2% of target based on Average ROIC 6.40% and Cumulative EBITDA $86.17M . Prior FY2021–FY2024 cycle (Average ROIC 40%, Cumulative Sales 30%, Cumulative EPS 30%) vested at ~148.7% (ROIC 6.81%; Sales $815M; EPS $2.42) .
Other Directorships & Interlocks
| Company | Role | Public Company Board? | Potential Interlock/Conflict |
|---|---|---|---|
| Johnson Outdoors, Inc. | VP & CFO | Not disclosed as board service | No related party transactions disclosed; annual related-party review reported none (for directors/officers) |
Expertise & Qualifications
- Financial leadership, operational restructuring, cost savings, strategic analysis; sitting public-company CFO; designated “audit committee financial expert” by TWIN Board .
- Independence affirmed under SEC/Nasdaq and company guidelines .
Equity Ownership
| Metric | As of Aug 16, 2024 | As of Aug 15, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 60,495 | 68,980 |
| Percent of Class | <1% | <1% |
| Unvested Restricted Shares Included | 7,534 | 8,485 |
| Director Restricted Shares Held (year-end) | 7,597 (FY2024) | 8,634 (FY2025) |
| Hedging/Pledging | Prohibited for directors and officers | |
| Director Ownership Guidelines | 3× annual retainer, attainment within 5 years |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with “financial expert” designation; robust anti-hedging/pledging policies; majority-independent Board; separated Chair/CEO roles; consistent >75% attendance; director equity component aligns incentives; meaningful limits on director compensation under Omnibus Plan .
- Compensation governance signals: No director excise tax gross-ups; clawback policies in place; double-trigger CIC for executives only; director equity time-based—not performance-linked—reduces pay risk-taking .
- Shareholder feedback: Say-on-pay received >90% support in 2023 and 2024 votes, indicating broad approval of compensation practices overseen by the Board/Committee .
- Potential conflicts/related party: None disclosed for directors/officers in FY2024–FY2025; family-related employment disclosure relates to CEO’s brother (not Johnson) and is benchmarked to peers .
- RED FLAGS: None identified specific to Johnson. Legacy director retirement benefit remains for one director (Smiley) but program closed to new directors; capped since 2020 .
Overall, Johnson’s profile shows strong audit oversight credentials, independence, and aligned director pay structure with equity retainer and restrictions—supportive of investor confidence in Board effectiveness .