UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☒			Filed by a party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12

JOHNSON OUTDOORS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS

JOHNSON OUTDOORS INC.

555 MAIN STREET

RACINE, WISCONSIN 53403

January 10, 2025

Dear Fellow Stockholders:

You are cordially invited to join us for our 2025 Annual Meeting of Stockholders, which will be held on Thursday, February 27, 2025, at 8:00 a.m., central standard time. The annual meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the annual meeting as well as vote and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/JOUT2025 and entering the 16-digit control number included on your Notice or Proxy Card or the instructions that accompanied your proxy materials.

The Notice of Annual Meeting of Stockholders and the Proxy Statement that follow describe the business to be conducted at the annual meeting. Members of our Board of Directors and executive officer team will participate in the annual meeting and be available to answer questions regarding the Company.

Your vote is very important. Whether or not you attend or participate in the virtual meeting, we encourage you to submit your proxy through the Internet or by mail. This will ensure that your shares are represented at the meeting. Even if you submit a proxy, you may revoke it at any time before it is voted. If you attend the meeting and wish to vote online during the virtual meeting, you will be able to do so using the 16-digit control number included on your Notice of Annual Meeting or Proxy Card or the instructions that accompanied your proxy materials.

We appreciate your continued support of our Company.


			Sincerely

			HELEN P. JOHNSON-LEIPOLD
			Chairman of the Board

TABLE OF CONTENTS

JOHNSON OUTDOORS INC.

555 MAIN STREET

RACINE, WISCONSIN 53403

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 27, 2025

AS A VIRTUAL MEETING


	Date: February 27, 2025 Time: 8:00 a.m., central standard time Place: www.virtualshareholdermeeting.com/JOUT2025 Record Date: December 19, 2024			Agenda: (1) To elect nine directors to serve for the ensuing year. (2) To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as auditors of the Company for its fiscal year ending October 3, 2025. (3) To approve a non-binding advisory proposal on executive compensation. (4) To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on Thursday, December 19, 2024, will be entitled to notice of and to vote at the annual meeting and any adjournment or postponement thereof. Holders of Class A common stock, voting as a separate class, are entitled to elect three directors and holders of Class B common stock, voting as a separate class, are entitled to elect the remaining directors. The holders of Class A common stock and Class B common stock, voting together, as a single class, are entitled to vote on the proposal to ratify the appointment of RSM US LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year, the non-binding advisory proposal on executive compensation, and to transact such other business as may properly come before the meeting of any adjournment or postponement thereof. All shareholders of record are cordially invited to attend and participate in the meeting virtually. Shareholders of record may vote and submit questions while connected to the Annual Meeting on the Internet. Whether or not you plan to attend and participate in the virtual annual meeting, please complete, sign, date and return the enclosed proxy in the accompanying self-addressed postage pre-paid envelope or complete your proxy by following the instructions supplied on the proxy card for voting by telephone or via the Internet (or, if your shares are held in “street name” by a broker, nominee, fiduciary or other custodian, follow the directions given by the broker, nominee, fiduciary or other custodian regarding how to instruct it to vote your shares) as soon as possible. If you attend and participate in the virtual meeting and wish to vote during the virtual meeting, you will be able to do so using the 16-digit control number included on your Notice or Proxy Card or the instructions that accompanied your proxy materials.


			By Order of the Board of Directors

			Secretary & Chief Legal Officer
Racine, Wisconsin
January 10, 2025

TABLE OF CONTENTS

	PROXY STATEMENT SUMMARY			1
	PROXY STATEMENT			4
	PROPOSAL 1: ELECTION OF DIRECTORS			6
	Director Qualifications			6
	Class A Directors			7
	Class B Directors			8
	DIRECTORS’ MEETINGS AND COMMITTEES			10
	Meetings and Attendance			10
	Committees			11
	Charters of Committees			12
	CORPORATE GOVERNANCE MATTERS			13
	Director Independence			13
	Board Leadership Structure			13
	Board Diversity and Disclosure			14
	The Board’s Role in Risk Oversight			14
	Director and Executive Stock Ownership Guidelines			15
	Director Nominations			15
	Communications between Shareholders and the Board of Directors; Director Attendance at Annual Meetings			16
	Employee Code of Conduct and Code of Ethics; Corporate Governance Guidelines; and Procedures for Reporting of Accounting Concerns			17
	Assessing the Performance of the Board and Individual Directors			18
	Insider Trading and Hedging and Margin Account Policies			18
	AUDIT COMMITTEE MATTERS			19
	Audit Committee Report			19
	Audit Committee Financial Expert			20
	Fees of Independent Registered Public Accounting Firm			20
	PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS			21
	STOCK OWNERSHIP OF MANAGEMENT AND OTHERS			22

	EXECUTIVE OFFICERS			24
	EXECUTIVE COMPENSATION			25
	Compensation Discussion and Analysis			25
	Other Compensation Practices, Policies and Guidelines			34
	Report of the Compensation Committee			34
	Summary Compensation Table			35
	Grants of Plan-Based Awards			36
	Outstanding Equity Awards at Fiscal Year End			37
	Option Exercises and Stock Vested			38
	Non-Qualified Deferred Compensation			38
	Employment Agreements			38
	Incentive Compensation Recovery (Clawback) Policy			38
	Post-Employment Compensation			39
	DIRECTOR COMPENSATION			41
	Director Summary Compensation Table			42
	CEO PAY RELATIVE TO MEDIAN PAY OF OUR EMPLOYEES			44
	PAY VERSUS PERFORMANCE			45
	Pay Versus Performance Table			45
	Relationship Between Pay and Performance			46
	Most Important Performance Measures for 2024			48
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			49
	Related Person Transactions			49
	Review and Approval of Related Person Transactions			49
	SECTION 16(a) REPORTS			49
	PROPOSAL 3: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION			50
	The Proposal			50
	Vote Required for Approval			51
	SHAREHOLDER PROPOSALS			52
	OTHER MATTERS			53

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement and our Fiscal 2024 Annual Report on Form 10-K carefully before voting.

2025 ANNUAL MEETING OF STOCKHOLDERS


	Date and Time:			February 27, 2025 at 8:00 a.m., central standard time
	Place:			www.virtualshareholdermeeting.com/JOUT2025
	Record Date:			December 19, 2024

VOTING MATTERS AND BOARD RECOMMENDATION


Voting Matter		Board Recommendation	Page Number with More Information
Proposal 1:	To elect nine directors to serve for the ensuing year.	FOR each nominee	6
Proposal 2:	To ratify the appointment of RSM US LLP, an independent registered public accounting firm, as auditors of the Company for its fiscal year ending October 3, 2025.	FOR	21
Proposal 3:	To approve a non-binding advisory proposal on executive compensation.	FOR	50

DIRECTOR NOMINEES

Committee Memberships

Nominee

Age

Director Since

Independent

A

C

E

NCGC

Class A

John M. Fahey, Jr.

73

2001

✔

C

Paul G. Alexander

64

2021

✔

Jeffrey M. Stutz

54

2023

✔

Class B

Helen P. Johnson-Leipold

68

1994

✔

Katherine Button Bell

66

2014

✔

C

✔

Edward Stevens

56

2016

✔

Edward F. Lang

62

2006

✔

C

✔

Richard (“Casey”) Sheahan

69

2014

✔

Liliann Annie Zipfel

56

2021

✔

A	Audit Committee

C	Compensation Committee

E	Executive Committee

NCGC	Nominating & Corporate Governance Committee


			1

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY

CORPORATE GOVERNANCE HIGHLIGHTS


•	8 of 9 Director Nominees are Independent	•	Code of Ethics for Senior Officers
•	Annual Election of All Directors	•	Non-Employee Directors Regularly Meet Without Management Present
•	Annual Board and Committee Evaluations	•	Code of Conduct for Employees and Directors
•	Oversight of Risk Management (including with respect to the design of compensation programs, Enterprise Risk Management, and Cybersecurity)	•	Formal Corporate Governance Guidelines

2024 COMPENSATION

SUMMARY COMPENSATION TABLE

Name and

Principal Position

Year

Salary

Bonus

Stock

Awards

Non-Equity

Incentive

Plan

Compensation

All Other

Compensation

Total

Helen P. Johnson-Leipold,

Chairman and Chief Executive Officer

2024

$893,918

SEC Form DEF 14A filed by Johnson Outdoors Inc.