Johnson Outdoors Inc

This proposal asks shareholders to cast an advisory "Say on Pay" vote to approve the disclosed compensation of the named executive officers. Management frames the request as an endorsement of a pay program that emphasizes performance-based incentives (annual cash bonuses tied to company financial metrics and individual objectives, and long-term equity awards with performance or time-based vesting) and governance features such as clawback provisions, stock ownership guidelines and independent Compensation Committee oversight. The Compensation Committee uses benchmarking, an independent consultant, and a peer group to set pay levels and designs incentives to align short- and long-term shareholder interests. The vote is non-binding under SEC rules, but the Board and Compensation Committee state they will consider the outcome when setting future compensation arrangements. Company disclosures highlight prior strong shareholder support for "Say on Pay" (approximately 99% in 2025) and note recent plan design adjustments (e.g., shifting performance-periods and award mix for fiscal 2026) in response to business conditions. From a governance perspective, the proposal functions as a feedback mechanism: a strong vote in favor sustains management’s current approach, while a weak vote would likely trigger review and potential changes by the Compensation Committee. Investors should weigh the non-binding nature of the vote, the mechanics and metrics of the incentive programs, historical shareholder support, and the Board’s responsiveness to shareholder feedback when assessing the merits of supporting the proposal.

This management proposal requests shareholder approval to add 400,000 shares to the 2020 Long-Term Stock Incentive Plan, increasing total authorized shares under the plan from 500,000 to 900,000, because available shares have been largely consumed and the Compensation Committee needs capacity to grant future long-term equity awards. Management frames the amendment as necessary to attract, retain and incentivize employees and executives through equity-based compensation tied to profitability and shareholder value. The plan historically has been used to grant performance-based restricted stock units (RSUs) and time-based restricted shares; recent practice for the CEO has favored performance-based RSUs that vest upon achievement of multi-year metrics, though the Committee revised design for fiscal 2026 to blend performance and time-based vesting and shorten the performance period due to forecasting uncertainty. The Board emphasizes administrative discretion and standard anti-dilution adjustment provisions but the proposal will increase potential dilution and overhang, a trade-off shareholders should quantify relative to expected talent retention benefits and projected grant pacing. The company discloses current counts of outstanding awards and remaining runway (47,526 shares remaining at target assumptions), historical issuance (92,568 shares granted in fiscal 2025) and that the additional shares would provide a replenished pool (447,526 shares available at target after approval). The proposal requires a majority vote and is recommended by the Board; investor assessment should consider the size of the increase relative to shares outstanding, historical grant practices, use of performance-based awards versus time-based awards, and governance safeguards such as annual shareholder approval of long-term plans and limits on per-participant grants. From a governance perspective, approving a replenishment is common practice to ensure continuity of incentive programs, but investors focused on dilution may request additional disclosure on expected run-rate of grants and potential maximum dilution under various payout scenarios.

This management proposal seeks shareholder approval to increase the authorized share reserve for the 2023 Non-Employee Director Stock Ownership Plan by 100,000 shares, expanding the plan from 90,000 to 190,000 shares because the plan’s available share pool is nearly exhausted (25,807 shares remaining as of December 3, 2025). Management presents the change as a routine replenishment to sustain competitive non-employee director compensation and alignment of directors with shareholder interests through equity ownership. The filing discloses recent usage (32,536 shares granted in fiscal 2025) and notes that the annual grant value per outside director is determined by the Compensation Committee (currently $115,000 for fiscal 2026) and that individual annual grant limits apply. From a governance and dilution perspective, the increase will have a modest dilutive effect relative to total outstanding shares and should be evaluated against the company’s retention needs for outside directors and the plan’s per-director caps and vesting terms. The Board recommends the amendment and the proposal follows standard plan amendment mechanics including anti-dilution adjustments and limits on repricing without shareholder approval. Investors considering the proposal should weigh the modest incremental dilution against the benefit of maintaining a stable, experienced board compensated in a manner broadly consistent with market practice and should monitor the Compensation Committee’s use of awards going forward.