DEF 14A of Callaway Golf Co, Apr 16, 2025

DEF 14A of Callaway Golf Co

Filed Apr 16, 2025 · FY20240000837465-25-000039

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  1. Table of Contents

    | GENERAL INFORMATION | 1 | | VOTING INFORMATION | 3 | | BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 | | Corporate Governance Guidelines | 8 | | Director Independence | 8 | | Director Skills Matrix | 10 | | Identification of Potential Director Candidates | 11 | | Nomination Process | 11 | | Service on Other Public Boards | 11 | | Majority Voting Standard | 11 | | Shareholder Nominees - Proxy Access | 12 | | Annual Board and Committee Assessment and Evaluation | 12 | | Board Leadership Structure | 12 | | Risk Oversight | 13 | | Board Committees | 13 | | Meetings and Director Attendance | 16 | | Communications with the Board | 16 | | Code of Conduct | 16 | | Sustainability Program | 17 | | Environmental Responsibility | 17 | | Social Responsibility | 18 | | Stock Ownership Guidelines | 18 | | Insider Trading Policy | 19 | | Policy on Speculative Trading Activities — Anti-Hedging and Pledging Policy | 19 | | Compensation Committee Interlocks and Insider Participation | 19 | | Shareholder Engagement | 19 | | Director Compensation | 20 | | PROPOSAL NO. 1 - ELECTION OF DIRECTORS | 22 | | AUDIT COMMITTEE REPORT | 30 | | INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 32 | | PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 34 | | EXECUTIVE OFFICER COMPENSATION | 35 | | COMPENSATION AND MANAGEMENT SUCCESSION COMMITTEE REPORT | 35 | | COMPENSATION DISCUSSION AND ANALYSIS | 35 | | 2024 COMPENSATION TABLES | 56 | | PROPOSAL NO. 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS | 71 | | PROPOSAL NO. 4 - APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2022 INCENTIVE PLAN | 72 | | TRANSACTIONS WITH RELATED PERSONS | 88 | | NO INCORPORATION BY REFERENCE | 89 | | ANNUAL REPORT | 89 | | SHAREHOLDER NOMINATIONS AND PROPOSALS | 89 | | OTHER MATTERS | 90 |

  2. Director Compensation

    Director Compensation Directors who are not also Company employees are compensated for their service on the Board and its committees with a mix of cash and equity-based compensation. Directors are also reimbursed for their travel expenses incurred in connection with their duties, and receive other benefits, as described below. The Compensation Committee periodically reviews the compensation and benefits the directors receive from the Company for service on the Board and on Board committees and recommends changes to the Board. Mr. Brewer, as the Company’s President and Chief Executive Officer, does not receive any additional cash or equity-based compensation for serving on the Board. In determining the reasonableness of the Company’s director compensation, the Compensation Committee periodically consults with, and reviews market data provided by, its independent compensation consultant. The primary source of the market data is the same group of companies that are used for executive compensation determination purposes (the “Compensation Comparison Group”). We do not target a specific level of director compensation relative to the market reference information, but rather use such information, along with information on broader trends and practices, to help guide our decisions related to our director compensation program. In 2024, the Compensation Committee elected not to change director compensation levels from 2023. Cash Compensation. Non-employee directors were paid an annual base cash compensation of $100,000 and the Board Chairman was paid an additional annual $50,000 cash retainer. Non-employee directors who serve as chairs of Board committees are paid an additional annual retainer fee. The Chair of the Audit Committee is paid $15,000; the Chair of the Compensation Committee is paid $12,500; the Chair of the Nominating and Corporate Governance Committee is paid $10,000. Members of our Board may elect to receive their cash retainers in the form of fully vested shares of our Common Stock, which shares are issued on the 15th day of the last calendar month of each calendar quarter. The number of shares issued is equal to (1) the cash retainers to be paid in the form of shares, divided by (2) the closing price per share on the 15th day of the last calendar month of each calendar quarter (or if such day is not a trading day, on the immediately preceding trading day). These shares are issued under the Company’s 2022 Incentive Plan. Equity-Based Compensation. Upon the initial election or appointment of a new director and for each year of continuing service on the Board, a non-employee director is granted restricted stock units generally (but may be granted stock options, restricted stock, restricted stock units, or a combination thereof, as permitted under the Company’s 2022 Incentive Plan) with an aggregate grant date fair value of approximately $125,000 (which may be prorated as determined by the Board) as the long-term incentive portion of director compensation. Such equity-based awards are made as of the date of appointment or re-election in the form and amount as determined by the Board on the recommendation of the Compensation Committee and are based on the average closing price of the Common Stock for the 20-trading days immediately preceding the grant date. The awards generally vest on the first anniversary of the grant date. The value and the number of equity awards granted to the directors in 2024 are reported in the table below. Other Benefits. The Company has a policy that the non-employee directors should promote the Company’s products by using the products whenever they play golf. To assist them in complying with this policy, non-employee directors are entitled to receive the Company’s golf club and golf ball products, free of charge, for their own personal use and the use of immediate family members residing in their households. Non-employee directors also receive a limited amount of other products (e.g., apparel and other accessories) free of charge and the right to purchase a limited amount of additional golf clubs, balls and accessories at a discount. The aggregate value of this personal benefit did not exceed $10,000 for any director in 2024 and is therefore not required to be reported in the table below.

  3. Director Compensation in Fiscal Year 2024

    Director Compensation in Fiscal Year 2024 The following table summarizes the compensation of the Company’s non-employee directors for fiscal year 2024:

  4. Director Compensation in Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Erik J Anderson | $100,000 | $124,436 | $— | $— | $— | $— | $224,436 | | Laura J. Flanagan (3) | $100,000 | $124,436 | $— | $— | $— | $— | $224,436 | | Russell L. Fleischer (4) | $115,000 | $124,436 | $— | $— | $— | $— | $239,436 | | Bavan M. Holloway | $100,000 | $124,436 | $— | $— | $— | $— | $224,436 | | John F. Lundgren | $150,000 | $124,436 | $— | $— | $— | $— | $274,436 | | Scott M. Marimow | $100,000 | $124,436 | $— | $— | $— | $— | $224,436 | | Adebayo O. Ogunlesi (5) | $110,000 | $124,436 | $— | $— | $— | $— | $234,436 | | Varsha R. Rao (6) | $100,000 | $124,436 | $— | $— | $— | $— | $224,436 | | Linda B. Segre | $112,500 | $124,436 | $— | $— | $— | $— | $236,936 | | Anthony S. Thornley | $100,000 | $124,436 | $— | $— | $— | $— | $224,436 | | C. Matthew Turney | $100,000 | $124,436 | $— | $— | $— | $— | $224,436 |

  5. Director Compensation in Fiscal Year 2024

    (1)In addition to the annual $100,000 cash retainer: Mr. Lundgren was paid $50,000 for service as Board Chairperson; Mr. Fleischer was paid $15,000 for service as Audit Committee Chair; Ms. Segre was paid $12,500 for service as Compensation Committee Chair; and Mr. Ogunlesi was paid $10,000 for service as Nominating and Corporate Governance Committee Chair. (2)Represents the aggregate grant date fair value of restricted stock units (“RSUs”) calculated for financial reporting purposes for 2024 utilizing the provisions of Accounting Standards Codification Topic 718, “Compensation — Stock Compensation” (“ASC 718”). See Note 15, “Stock Plans and Share-Based Compensation,” to the Company’s Audited Consolidated Financial Statements set forth in the Company’s Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025 (the “2024 Form 10-K”), for information concerning the ASC 718 values, which are based on the fair value of the Common Stock on the date of grant. In 2024, each non-employee director who was re-elected or elected to the Board on the date of our 2024 annual meeting was granted 8,096 RSUs, which, subject to continued service, vest on the one-year anniversary of the grant date. The number of RSUs granted was based on the average closing price of the Common Stock for the 20-trading days immediately preceding the grant date. As of December 31, 2024, the non-employee directors listed in the table above held the following RSUs (including accrued share dividend equivalents): Mr. Anderson, 8,096 RSUs; Ms. Flanagan, 8,096 RSUs; Mr. Fleischer, 8,096 RSUs; Ms. Holloway, 8,096 RSUs; Mr. Lundgren, 8,096 RSUs; Mr. Marimow, 8,096 RSUs; Mr. Ogunlesi, 8,096 RSUs; Ms. Rao, 8,096 RSUs; Ms. Segre, 8,096 RSUs; Mr. Thornley, 8,096 RSUs; and Mr. Turney, 8,096 RSUs. As of December 31, 2024, Mr. Anderson also held 151,185 options to purchase shares of our Common Stock, which options the Company assumed in connection with our merger with Topgolf in March 2021. (3)Ms. Flanagan will not stand for reelection at the Annual Meeting and will cease serving on the Board on such date. (4)Mr. Fleischer chose to receive $115,000 of fees earned in 2024 in the form of fully vested shares of our Common Stock and received an aggregate of 10,430 shares. The amount of the cash retainers that Mr. Fleischer elected to receive in the form of shares is reflected in the “Fees Earned or Paid in Cash” column. (5)Mr. Ogunlesi chose to receive $110,000 of fees earned in 2024 in the form of fully vested shares of our Common Stock and received an aggregate of 9,977 shares. The amount of the cash retainers that Mr. Ogunlesi elected to receive in the form of shares is reflected in the “Fees Earned or Paid in Cash” column. (6)Ms. Rao chose to receive $100,000 of fees earned in 2024 in the form of fully vested shares of our Common Stock and received an aggregate of 9,070 shares. The amount of the cash retainers that Ms. Rao elected to receive in the form of shares is reflected in the “Fees Earned or Paid in Cash” column.

  6. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    PROPOSAL NO. 1 - ELECTION OF DIRECTORS The terms of all of the Company’s directors expire at the Annual Meeting. The current size of the Company’s Board is 12 members; however, effective as of the Annual Meeting, the size of the Board will be reduced to 11 members. Pursuant to a Stockholders Agreement, dated as of October 27, 2020 (the “Stockholders Agreement”) entered into in connection with the Company’s merger with Topgolf, each of PEP TG Investments LP (“Providence”), DDFS Partnership LP and Dundon 2009 Gift Trust (together, “Dundon”) and TGP Investors, LLC, TGP Investors II, LLC and TGP Advisors, LLC (together, “WestRiver”), have the right to designate one person (for a total of three persons) to be appointed or nominated, as the case may be, for election to the Board for so long as such shareholder maintains beneficial ownership of 50% or more of the shares of Common Stock owned by them on the closing date of the merger with Topgolf, which occurred on March 8, 2021. Only Providence and Dundon maintain the requisite shares to designate a director. As such, Scott M. Marimow and C. Matthew Turney were appointed to the Board by Providence and Dundon, respectively, pursuant to the terms of the Stockholders Agreement. Laura J. Flanagan is not standing for re-election to the Board at the Annual Meeting. In connection with Ms. Flanagan not standing for re-election, the Board has determined that it is in the best interests of the Company and its shareholders to decrease the number of directors constituting the whole Board from 12 to 11, effective as of the date of the Annual Meeting. Accordingly, upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the 11 individuals identified in the table below to stand for election at the Annual Meeting to serve until the 2026 annual meeting of shareholders and until their respective successors are elected and qualified. Each of the nominees currently serves as a director of the Company.

  7. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    | Director Nominee | Positions with the Company | | Oliver G. (Chip) Brewer III | Director and President and Chief Executive Officer | | John F. Lundgren | Chairperson of the Board | | Erik J Anderson | Vice Chairperson of the Board | | Russell L. Fleischer | Director | | Bavan M. Holloway | Director | | Scott M. Marimow | Director | | Adebayo O. Ogunlesi | Director | | Varsha R. Rao | Director | | Linda B. Segre | Director | | Anthony S. Thornley | Director | | C. Matthew Turney | Director |

  8. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    Each director nominee has consented to being named in this Proxy Statement as a nominee and has agreed to serve as a director if elected. If any one or more of such nominees should for any reason become unavailable for election, the persons named in the accompanying form of proxy may vote for the election of such substitute nominees as the Board may propose. The accompanying form of proxy contains a discretionary grant of authority with respect to this matter. There is no family relationship between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

  9. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    | Oliver G. (Chip) Brewer III | Director and President and Chief Executive Officer | | Age: 61 Director Since: 2012 Board Committees: None | Since 2012, Mr. Brewer has served as the Company’s President and Chief Executive Officer and as a member of the Board. He had also, since 2012, served as a Director of Topgolf until the completion of the Company’s merger with Topgolf on March 8, 2021. From January 2002 to February 2012, Mr. Brewer served as the President and Chief Executive Officer and as a member of the board of Adams Golf, Inc. He was President and Chief Operating Officer of Adams Golf from August 2000 to January 2002 and served as its Senior Vice President of Sales and Marketing from September 1998 to August 2000. Mr. Brewer is a graduate of William and Mary College and received his MBA from Harvard Business School in 1991. Specific Qualifications, Attributes, Skills & Experience Mr. Brewer is highly qualified, and was renominated, to serve on the Board, among other reasons, because the Board believes it is important to have the Company’s Chief Executive Officer serve on the Board as he is the one closest to the Company’s day-to-day operations. In addition, Mr. Brewer has extensive experience in the golf industry, public golf company board and executive officer experience, and has functional expertise in finance, human resources, manufacturing, international business matters, research and development, strategic planning, consumer sales and marketing, selling to retailers, mergers and acquisitions, entertainment and hospitality, cybersecurity, compliance and environmental, social and governance matters. | | John F. Lundgren | Chairperson of the Board | | Age: 73 Director Since: 2009 Board Committees: Audit, Compensation and Nominating and Corporate Governance | Mr. Lundgren is the Chairman of the Board of Directors at the Company. Mr. Lundgren served as Chairman and Chief Executive Officer of Stanley Black & Decker, Inc., from 2004 through July 2016, after which time he served as Special Advisor to the company through April 2017. Stanley Black & Decker, Inc. is the successor entity following the merger of The Stanley Works and Black and Decker in March 2010. Prior to the merger, Mr. Lundgren served as Chairman and Chief Executive Officer of The Stanley Works, a worldwide supplier of consumer products, industrial tools and security solutions for professional, industrial and consumer use. Prior to joining The Stanley Works in 2004, Mr. Lundgren served as President — European Consumer Products, of Georgia Pacific Corporation and also held various positions in finance, manufacturing, corporate development and strategic planning with Georgia Pacific and its predecessor companies, namely James River Corporation from 1995 to 1997 and Fort James Corporation from 1997 to 2000. Mr. Lundgren began his business career in brand management at the Gillette Corporation. Mr. Lundgren is the Chairman of the board of directors of VISA Inc., was a member of the board of directors of Staples Inc. prior to its sale to a private equity fund in September of 2017, and was a former director of the National Association of Manufacturers (NAM). Mr. Lundgren is also the Lead Independent Director of Pella Inc., a director of The Chamberlain Group and is on the Advisory Board of American Securities. Mr. Lundgren is a graduate of Dartmouth College and received his MBA from Stanford University. Specific Qualifications, Attributes, Skills & Experience Mr. Lundgren is highly qualified, and was renominated, to serve on the Board, among other reasons, due to his prior experience with the Company as a Board member as well as his experience as a chief executive officer of a public company, his prior operating experience, and his experience with corporate governance and executive compensation matters. Mr. Lundgren also has functional expertise in finance, human resources/compensation, manufacturing, international business matters, strategic planning, consumer sales and marketing, retail sell-through, mergers and acquisitions, cybersecurity, compliance and environmental, social and governance matters. |

  10. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    | Erik J Anderson | Vice Chairperson of the Board | | Age: 66 Director Since: 2021 Board Committees: None | Mr. Anderson is the Vice Chairman of the Board of Directors at the Company. From 2008 until the completion of the Company’s merger with Topgolf in March 2021, Mr. Anderson served as a director of Topgolf, including as chairman from October 2015 to January 2018. Mr. Anderson also served as Chief Executive Officer of Topgolf from October 2015 until January 2018, and as Topgolf’s Executive Chairman from January 2018 until the completion of the Company’s merger with Topgolf. While at Topgolf, he received numerous honors, including the Ernst & Young Entrepreneur of the Year Award. In 2018 and 2017 he was honored by Goldman Sachs as one of their Top 100 Most Intriguing Entrepreneurs. In 2019 and 2018 he was ranked by Golf Inc. as the No. 3 most powerful person in the golf industry after being ranked No. 8 in 2017. Mr. Anderson is Founder and CEO of WestRiver Group, which provides integrated capital solutions for the global innovation economy. He also serves as CEO of Singularity University, a global community using exponential technologies to tackle the world’s biggest challenges. From 1998 to 2002, Mr. Anderson was the Chief Executive Officer of Matthew G. Norton Co., a private investment company. In addition, he was a partner at the private equity firm of Frazier & Company, LP, and a Vice President at Goldman, Sachs & Co. Mr. Anderson is currently a member of the boards of directors of Hyzon Motors Inc., and Solid Power, Inc., and he served as a member of the board of directors of Decarbonization Plus Acquisition Corporation II until January 2022 and Decarbonization Plus Acquisition Corporation IV until February 2023. Mr. Anderson served on the board of directors of Avista Corporation, a publicly traded electric and natural gas provider, from May 2011 to May 2019. Mr. Anderson has also served, and continues to serve, on the board of directors of various private companies, including several companies in the sports industry. Mr. Anderson received an M.S. and B.S. in Industrial Engineering from Stanford University in 1982 and a B.A. in Economics and Management Engineering from Claremont McKenna College in 1979. Specific Qualifications, Attributes, Skills & Experience Mr. Anderson is highly qualified to serve on the Board, among other reasons, due to his prior service as Executive Chairman and Chief Executive Officer of Topgolf, his extensive experience as a board member of numerous private companies, his other public company board experience, and his experience with audit, corporate governance and executive compensation matters. He also has functional expertise in finance, accounting, investment banking, human resources/compensation, technology, international business matters, investor relations, strategic planning, mergers and acquisitions, entertainment and hospitality, cybersecurity, compliance and environmental, social and governance matters. |

  11. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    | Russell L. Fleischer | Director | | Age: 57 Director Since: 2018 Board Committees: Audit (Chair), Compensation | Mr. Fleischer has served as a general partner at Battery Ventures, a global investment firm providing venture capital and private equity, since 2015, after joining as a partner in 2014. Mr. Fleischer has experience serving as Chief Executive Officer of three privately held corporations: HighJump Software, a supply chain management software company, from 2010 to 2014; Healthvision Software, a healthcare information technology provider, and TriSyn Group, a core banking applications software provider. Mr. Fleischer has been both a public and private company Chief Financial Officer, including for Adams Golf from 2000 to 2002. Mr. Fleischer also served as a board member of Adams Golf from 2005 to 2012. Mr. Fleischer earned a B.A. in Economics from Johns Hopkins University and an MBA from Vanderbilt University. Specific Qualifications, Attributes, Skills & Experience Mr. Fleischer is highly qualified, and was renominated, to serve on the Board of the Company, among other reasons, due to his prior chief executive officer experience as well as his extensive financial executive experience with significant experience in the golf industry and experience in finance, accounting, human resources/compensation, technology, manufacturing, international business matters, strategic planning, mergers and acquisitions, cybersecurity, compliance and environmental, social and governance matters. |

  12. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    | Bavan M. Holloway | Director | | Age: 60 Director Since: 2021 Board Committees: Audit | Ms. Holloway has served as a Director of the Company since December 2021 and has over 30 years of broad finance and audit experience in complex and highly regulated business environments. She previously served as Vice President of Corporate Audit for The Boeing Company, among other senior finance roles, until her retirement in April 2020. Prior to joining Boeing in May 2002, Ms. Holloway spent 16 years at KPMG LLP primarily serving financial clients in Chicago and New York. She currently serves on the board of directors of TPI Composites Inc. and previously served on the board of directors of T-Mobile US, Inc. from June 2021 through June 2023. Ms. Holloway holds a bachelor’s degree in business administration from the University of Tulsa and a master’s degree in financial markets and trading from the Illinois Institute of Technology. In October 2021, Ms. Holloway also received her CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute. Specific Qualifications, Attributes, Skills & Experience Ms. Holloway is highly qualified to serve on the Board, among other reasons, due to her extensive experience in the areas of finance, accounting and corporate audit as well as her experience serving as a board member at other public companies. She also has functional expertise in finance, accounting, technology, manufacturing, international business matters, cybersecurity and compliance. | | Scott M. Marimow | Director | | Age: 45 Director Since: 2021 Board Committees: Nominating and Corporate Governance | From 2016 until the completion of the merger with Topgolf in March 2021, Mr. Marimow served as a director of Topgolf, where he was Chairman of the Real Estate Committee and a member of the Compensation Committee. Mr. Marimow is a Managing Director at Providence Equity Partners, a Providence, Rhode Island-based private equity firm, where he has led investments in the sports, entertainment and media sectors. Current and past portfolio companies include the Company, AutoTrader, EZLinks Golf, Hulu, Learfield Sports, Major League Soccer, Newport Television, RentPath, TAIT Towers and ZeniMax Media. Prior to joining Providence Equity Partners in 2004, Mr. Marimow was an analyst in the media investment banking group of Deutsche Bank. Mr. Marimow received a B.Sc. in Business Administration from the Wharton School of the University of Pennsylvania in 2002. Specific Qualifications, Attributes, Skills & Experience Mr. Marimow was designated for nomination to the Board under the terms of the Stockholders Agreement among the Company, Providence, Dundon and WestRiver (see “Transactions with Related Persons - Stockholders Agreement”). Mr. Marimow is highly qualified to serve on the Board, among other reasons, due to his prior service as a member of the Topgolf Board, his extensive experience as a board member of numerous private companies, and his knowledge of and executive and operational experience with sports, entertainment and media portfolio companies of Providence Equity Partners. He also has functional expertise in finance, accounting, investment banking, consumer sales/marketing, mergers and acquisitions, entertainment and hospitality, strategic planning and compliance. |

  13. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    | Adebayo O. Ogunlesi | Director | | Age: 71 Director Since: 2010 Board Committees: Audit, Nominating and Corporate Governance (Chair) | Mr. Ogunlesi has served as Senior Managing Director and a member of the Global Executive Committee of BlackRock, Inc., an investment management firm providing investment management and technology services to retail and institutional clients, since October 2024. Prior to the acquisition of Global Infrastructure Management, LLC (“GIP”) by BlackRock, Mr. Ogunlesi was Chairman and Managing Partner of GIP, a private equity firm which invests worldwide in infrastructure assets in the energy, transport, and water and waste industry sectors, from 2006 to October 2024. Prior to founding Global Infrastructure Management, Mr. Ogunlesi spent 23 years at Credit Suisse where he held senior positions, including Executive Vice Chairman and Chief Client Officer and prior to that Global Head of Investment Banking. Mr. Ogunlesi is currently a member of the board of directors of The Goldman Sachs Group, a position he has held since 2012, and Kosmos Energy Ltd., a position he has held since 2004. Mr. Ogunlesi holds a B.A. (First Class Honours) in Politics, Philosophy and Economics from Oxford University, a J.D. (magna cum laude) from Harvard Law School and an M.B.A. from Harvard Business School. Prior to joining Credit Suisse, he was an attorney with the New York law firm of Cravath, Swaine & Moore. From 1980 to 1981, he served as a Law Clerk to the Honorable Thurgood Marshall, Associate Justice of the United States Supreme Court. Specific Qualifications, Attributes, Skills & Experience Mr. Ogunlesi is highly qualified, and was renominated, to serve on the Board, among other reasons, due to his prior service on the Company’s Board, his current executive officer position, and his experience with investment banking, legal matters, corporate governance and executive compensation. Mr. Ogunlesi also has functional expertise in finance, law, investment banking, human resources/compensation, international business matters, strategic planning, mergers and acquisitions, cybersecurity, compliance and environmental, social and governance matters. | | Varsha R. Rao | Director | | Age: 55 Director Since: 2022 Board Committees: Compensation | Ms. Rao is a startup investor and has served as the Chief Executive Officer of Zeal AI since November 2024. Ms. Rao previously served as the Chief Executive Officer of Nurx, a leading direct-to-consumer telehealth platform, from April 2019 to August 2022. Prior to her role at Nurx, Ms. Rao served as the Chief Operating Officer of Clover Health, a healthcare technology company, from September 2017 to January 2019. From November 2013 to December 2016, Ms. Rao served as the Head of Global Operations at Airbnb, Inc., a global travel marketplace. Ms. Rao previously served on the board of directors at Viasat, Inc., a global satellite telecommunications company, from 2017 to 2023, and on the board of directors at Social Capital Hedosophia Holdings Corp. VI from 2021 to 2022. Ms. Rao earned a B.A. degree in Mathematics and a B.S. degree in Economics from the University of Pennsylvania, and an M.B.A. degree from the Harvard Business School. Specific Qualifications, Attributes, Skills & Experience Ms. Rao is highly qualified, and was renominated, to serve on the Board, among other reasons, due to her experience as a Chief Executive Officer, her other public company board experience and her extensive knowledge of corporate operations and the e-commerce industry. Ms. Rao also has functional experience in finance, accounting, investment banking, human resources/compensation, technology, manufacturing, international business matters, strategic planning, consumer sales and marketing, retail, mergers and acquisitions, cybersecurity, compliance and environmental, social and governance matters. |

  14. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    | Linda B. Segre | Director | | Age: 64 Director Since: 2015 Board Committees: Compensation (Chair), Nominating and Corporate Governance | Ms. Segre served as Executive Vice President, Chief Strategy and People Officer of Diamond Foods, Inc., a San Francisco-based, publicly-traded company that produced premium snack food and culinary nut products, from 2009 until its sale in February 2016. Ms. Segre first joined Diamond Foods in 2009 as Senior Vice President, Corporate Strategy. Before joining Diamond Foods, Ms. Segre served as Managing Director of Google.org and Vice President and Managing Director of The Boston Consulting Group’s San Francisco Office. From 1981 until 1985, Ms. Segre was a touring golf professional in the United States, Europe and Asia having won five tournaments including the Irish Open and the Reno Open. Ms. Segre has also served as a director and chairperson of the compensation committee of the board of directors of Mission Produce, Inc., a publicly traded company, since July 2020, and also serves as a director on the board of directors of Pecan Grove Farms, LLC and DAFgiving360 (formerly named Schwab Charitable). Ms. Segre earned a B.A. degree with Academic Distinction in Economics and an MBA from Stanford University. Specific Qualifications, Attributes, Skills & Experience Ms. Segre is highly qualified, and was renominated, to serve on the Board, among other reasons, due to her extensive public company executive officer experience, her prior service on the Company’s Board, her extensive knowledge of corporate strategy and the consumer products industry and the unique perspective regarding the golf business that she brings as a former professional golfer. Ms. Segre also has functional expertise in finance, human resources, executive compensation, manufacturing, international business matters, strategic planning, consumer sales/marketing, sell-through retail, mergers and acquisitions, entertainment and hospitality, compliance and environmental, social and governance matters. | | Anthony S. Thornley | Director | | Age: 78 Director Since: 2004 Board Committees: Audit, Nominating and Corporate Governance | Mr. Thornley served as interim President and Chief Executive Officer of the Company from June 2011 to March 2012. From 2002 to 2005, he served as President and Chief Operating Officer of QUALCOMM Incorporated, the San Diego-based company that pioneered and developed technologies used in wireless networks throughout much of the world. He previously served as QUALCOMM’s Chief Financial Officer beginning in 1994, while also holding titles of Vice President, Senior Vice President and Executive Vice President. Prior to joining QUALCOMM, Mr. Thornley worked for Nortel Networks for 16 years, serving in various financial and information systems management positions including Vice President of Public Networks, Vice President of Finance NT World Trade, and Corporate Controller Northern Telecom Limited. Before Nortel, Mr. Thornley worked for Coopers & Lybrand. Mr. Thornley also served as a board member of Transdel Pharmaceuticals, Inc. from 2007 to 2011 and Peregrine Semiconductor Corp. from 2010 to 2014. Mr. Thornley previously served as a board member of Cavium, Inc. from 2006 to 2018. Mr. Thornley received his degree in chemistry from Manchester University, England, and qualified as a chartered accountant. Specific Qualifications, Attributes, Skills & Experience Mr. Thornley is highly qualified, and was renominated, to serve on the Board, among other reasons, due to his prior service as interim President and Chief Executive Officer of the Company, extensive experience with the Company as a Board member as well as his prior executive and operational experience, his other public company board experience, and his experience with audit, corporate governance and executive compensation matters. He also has functional expertise in finance, accounting, human resources/compensation, technology, manufacturing, international business matters, research and development, strategic planning, consumer sales and marketing, mergers and acquisitions, cybersecurity, compliance and environmental, social and governance matters. |

  15. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    | C. Matthew Turney | Director Nominee | | Age: 31 Director Since: 2023 Board Committees: None | Mr. Turney is the Chief Financial Officer of Dundon Capital Partners, a Dallas-based private investment firm founded by Thomas Dundon. Mr. Turney has served as Chief Financial Officer of Dundon Capital Partners since May 2021 and is responsible for transaction execution, operations, financial reporting and monitoring portfolio companies. Since June 2021, Mr. Turney has also served as the Chief Strategy Officer of the Carolina Hurricanes, a team in the National Hockey League. Prior to joining Dundon Capital Partners, from June 2016 through February 2021, Mr. Turney worked as an investment banker for Citi, where he focused on mergers and acquisitions in the aerospace and defense and automotive sectors. Mr. Turney holds a B.B.A. in finance with a specialization in alternative asset management from Southern Methodist University. In addition to his roles with Dundon Capital Partners and the Carolina Hurricanes, Mr. Turney sits on the advisory board of the SMU Alternative Asset Management Center. Specific Qualifications, Attributes, Skills & Experience Mr. Turney was designated for nomination to the Board under the terms of the Stockholders Agreement among the Company, Providence, Dundon and WestRiver (see “Transactions with Related Persons - Stockholders Agreement”). Mr. Turney was renominated to serve on the Board due to his experience with the Company as a Board member, as well as his executive experience and functional experience in finance, investment banking, compliance and mergers and acquisitions. |

  16. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    | Vote Required. Assuming a quorum is present, the affirmative vote of holders of a majority of the votes cast is required for the election of each of the 11 nominees to be elected as directors. You may vote “for” or “against” with respect to the election of any or all of the nominees. YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE. |

  17. Pay for Performance Philosophy Evident in 2024 Pay Mix

    Pay for Performance Philosophy Evident in 2024 Pay Mix The overarching goal of our compensation philosophy and incentive plan design is to motivate management and to align their interests with those of our shareholders. Accordingly, each of the Company’s NEOs receives the majority of pay from performance-based compensation tied to quantitative, objective metrics, or tied to the value of our stock price. In 2024, (i) approximately 71% of the Chief Executive Officer’s targeted total direct compensation, and approximately 52% of the targeted total direct compensation for each of the other NEOs, was comprised of short-term and long-term incentives that were subject to corporate and individual performance and therefore at risk (annual non-equity incentive plan compensation and PRSUs) and (ii) approximately 70% of the Chief Executive Officer’s targeted total direct compensation, and approximately 55% of the targeted total direct compensation for the other NEOs, was provided in the form of long-term equity compensation (PRSUs and RSUs). The following graphs provide a snapshot of the elements of pay for the Company’s NEOs: Note: The percentages in the charts above reflect the base salary, target annual incentive and targeted value of all long-term equity incentive awards for the NEOs for 2024, but do not include other forms of compensation, and thus are not intended to match amounts shown in the Summary Compensation Table or the Grant of Plan-Based Awards Table below.

  18. Compensation Best Practices

    | | What We Do | | What We Do Not Do | | ✓ | Link annual incentive pay to objective, pre-established Company financial goals, while also taking into account individual executive performance | ✗ | No excise tax gross ups | | ✓ | Grant over 50% of long term incentive awards with vesting contingent on achieving clearly defined and objective performance measures that are focused on drivers of shareholder value creation | ✗ | No single trigger change-in-control severance payments | | ✓ | Grant equity awards under a policy that has strict controls on grant processes and timing | ✗ | No single trigger accelerated vesting of equity awards that are assumed in a change-in-control | | ✓ | Include clawback provisions in U.S. executive employment agreements and maintain an SEC- and NYSE-compliant clawback policy for recovery of erroneously awarded incentive compensation | ✗ | No dividends on RSUs prior to vesting | | ✓ | Maintain stock ownership guidelines and holding requirements for executive officers and directors | ✗ | No dividends on PRSUs | | ✓ | Engage an independent compensation consultant through the Compensation Committee | ✗ | No pension benefits to executives | | ✓ | Engage with shareholders as appropriate and consider their input in designing the Company’s executive compensation programs | ✗ | No re-pricing of stock options without shareholder approval | | ✓ | Conduct an annual risk assessment of the Company’s executive and broad-based compensation programs | ✗ | No hedging, short sales or pledging of Company stock by executive officers permitted |

  19. Guiding Principles for Executive Compensation

    Guiding Principles for Executive Compensation Given the competitive nature of our business, the Board must recruit and appoint highly-qualified individuals to serve as the Company’s executive officers to oversee and manage the Company’s complex global operations. The purpose of the Company’s executive compensation program is to attract, retain, motivate and appropriately reward these executive officers and to align their interests with those of the Company’s shareholders by incentivizing the executive officers to operate the Company in a manner that creates shareholder value. In developing appropriate executive compensation programs, the Compensation Committee is generally guided by the following principles: Compensation levels should be sufficiently competitive to attract and retain the executive talent needed to compete. The Company’s overall compensation levels are targeted to attract the management talent needed to achieve and maintain a leadership position in the businesses where the Company chooses to compete. As discussed below under “—The Compensation Committee’s Role —The Role of Peer Companies and Competitive Market Data,” the Company does not target or position compensation at a specific percentile relative to market data. Instead, given the complexity and competitiveness of the Company’s business, this information is used as a general guide in setting and assessing executive compensation levels and practices. A significant portion of total compensation should be related to performance. Executive compensation should be linked to Company or business unit and individual performance. The annual incentive compensation element is tied directly to short-term corporate or business unit performance, but the final payout may be affected by individual performance, and a majority of the long-term incentive compensation element is tied to corporate performance. Over time, there is a strong correlation between the Company’s long-term performance and the Company’s stock price. Under the Company’s plans, performance above targeted goals generally results in compensation above targeted levels, and performance below targeted goals generally results in compensation below targeted levels. Compensation should reflect position and responsibility, and incentive compensation should be a greater proportion of total compensation for more senior positions. Total compensation should generally increase with position and responsibility. At the same time, a greater percentage of total compensation should be tied to corporate and individual performance, and therefore at risk, as position and responsibility increase. Accordingly, individuals with greater roles and responsibility for achieving the Company’s performance targets should bear a greater proportion of the risk if those goals are not achieved and should receive a greater proportion of the reward if goals are met or surpassed. Incentive compensation should strike a balance between short-term and long-term performance. The Company’s compensation plans focus management on achieving strong annual performance in a manner that supports the Company’s long-term success and profitability. Accordingly, the Company uses both annual incentives and long-term incentives, with the proportion of long-term incentives increasing at higher levels of responsibility where individuals have the greatest influence over the Company’s strategic direction and results over time. A significant portion of executive compensation should be equity-based. To further align the interests of the Company’s executive officers with those of the Company’s shareholders, the Compensation Committee believes that a significant portion of executive compensation should be stock-based compensation. The executive officers are also subject to stock ownership guidelines which require the executive officers to own a specified minimum amount of Common Stock and hold a portion of the shares of Common Stock received from the long-term incentive awards if they are not in compliance with the guidelines. The Compensation Committee uses various resources to guide its compensation decisions. In setting compensation, the Compensation Committee works with the Company’s Chief Executive Officer and EVP, Chief People Officer. In addition, the Compensation Committee has engaged an outside independent compensation consultant to provide independent advice and information on executive compensation matters. See below “—The Compensation Committee’s Role—The Independent Compensation Consultant’s Role.”

  20. The Compensation Committee’s Role

    The Compensation Committee’s Role The Board has delegated to the Compensation Committee general responsibility for oversight of the Company’s compensation philosophy, policies and programs, including those applicable to the NEOs. The Compensation Committee, comprised entirely of independent directors, is responsible for, among other things, approving and overseeing the Company’s executive compensation programs. This includes the design and implementation of those programs to ensure they are reasonable and not excessive, reward corporate and individual performance, provide appropriate incentives for the executive officers, and do not encourage excessive risk taking. It also includes setting base salaries, developing appropriate short-term and long-term incentives, and approving stock-based award plans and grants, employment agreements (including severance and change-in-control provisions), and other compensation and benefit plans, arrangements and agreements applicable to executive officers. The Compensation Committee, in consultation with the other independent directors, sets the compensation of the Chief Executive Officer, and the Compensation Committee, in consultation with the Chief Executive Officer, sets the compensation of the other executive officers. The Compensation Committee consults with outside compensation advisors and legal counsel as it deems appropriate. The Compensation Committee reviews the performance of the executive officers. The review includes a detailed comparison of the Company’s financial performance in absolute terms and against its annual operating plan, a review of performance against stipulated metrics and performance criteria in various compensation plans, a review of the respective executive’s accomplishments including performance against any agreed-upon objectives, and any other relevant factors pertinent to the year’s results as discussed below. In the case of the Company’s Chief Executive Officer, the review also includes a written evaluation of his performance by the independent directors based upon his agreed-upon annual objectives and accomplishments and his self-appraisal of his performance. The Compensation Committee also seeks input from the Chief Executive Officer’s direct reports as appropriate. Following this detailed review, all of the independent directors participate in executive session to review this information and provide input to the Compensation Committee in its consideration of any changes in compensation for the Chief Executive Officer. Mr. Brewer is not present during voting or deliberations by the independent directors regarding his own compensation. The Compensation Committee routinely reviews the Company’s executive compensation programs and makes modifications as appropriate in light of Company and industry dynamics as well as current trends and best practices. The amounts paid to an individual executive in any given year reflect the Company’s current compensation programs, continuing prior commitments under previous programs or contracts, and the current performance of that executive. Additional information concerning the Compensation Committee’s responsibilities can be found under the section entitled “Board of Directors and Corporate Governance—Board Committees,” above.

  21. The Independent Compensation Consultant’s Role

    The Independent Compensation Consultant’s Role The Compensation Committee selects and retains the services of its own independent compensation consultant and annually reviews the performance of the selected consultant. As part of the review process, the Compensation Committee considers the independence of the consultant in accordance with applicable SEC and NYSE rules. In 2024, the Compensation Committee engaged Mercer, LLC (“Mercer”) as its compensation consultant to provide independent advice and information on executive compensation matters. Mercer representatives report directly to the Compensation Committee and provide comparative market data, information on compensation trends, and an objective view of compensation matters. Mercer representatives generally interact with the Compensation Committee Chair and with senior management at the direction of the Compensation Committee, attend Compensation Committee meetings, and meet in executive session with Compensation Committee members and, for matters relating to the compensation of the Company’s Chief Executive Officer, with the other independent directors as well. The Company generally does not use Mercer or Mercer’s affiliates for any other purpose, except that the Company occasionally purchases broad industry compensation survey data from Mercer that it makes available for third parties to purchase. The Compensation Committee requires that the Company obtain the Compensation Committee’s approval prior to engaging Mercer for any other purpose. The Compensation Committee has reviewed an assessment of any potential conflicts of interest raised by Mercer’s work for the Compensation Committee, which assessment considered the following six factors: (i) the provision of other services to the Company by Mercer and its affiliates; (ii) the amount of fees received from the Company by Mercer and its affiliates, as a percentage of Mercer’s and its affiliates’ total revenue; (iii) the policies and procedures of Mercer that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the Mercer consultant with a member of the Compensation Committee; (v) any Company stock owned by the Mercer consultants; and (vi) any business or personal relationship of the Mercer consultant or Mercer and its affiliates with any of the Company’s executive officers. The Compensation Committee assessed Mercer’s independence in light of these standards and determined that there were no conflicts of interest or independence concerns with respect to Mercer. The Compensation Committee also receives advice from legal counsel as appropriate and conducts a review of the same six factors with regard to the outside legal counsel providing such advice.

  22. The Role of Peer Companies and Competitive Market Data

    The Role of Peer Companies and Competitive Market Data In determining the reasonableness and competitiveness of the Company’s executive officer compensation, the Compensation Committee periodically reviews market data for comparisons to the Company’s programs. These comparisons are used as reference guides to aid the Compensation Committee in assessing the reasonableness of the Company’s proposed compensation levels and targets in any given year. The Company, however, does not target or position compensation at a specific percentile relative to the market data. Depending upon the particular issue or circumstance, the Compensation Committee will use (i) broad industry survey data (without disclosure of the individual corporations) from Radford McLagen and Mercer for companies of similar revenue size as the Company and/or (ii) a predetermined group of corporations in the “Compensation Comparison Group”, as described below. The Compensation Comparison Group consists of companies that are similar in revenue size to, and have similar business characteristics to those of the Company. In addition, the Company often competes for executive talent with corporations outside the golf industry, as the complexity of the Company’s operations, brand and product portfolio continues to expand. Therefore, the Compensation Committee compares executive compensation levels to companies in industries with similar characteristics. The Compensation Comparison Group is reviewed periodically as warranted and revised as appropriate to ensure that the companies in the group continue to be a reasonable comparison for compensation purposes. In 2024, the companies included in the Compensation Comparison Group remained the same as 2023. The Compensation Comparison Group used to inform 2024 pay decisions is listed below.

  23. The Role of Peer Companies and Competitive Market Data

    | Acushnet Holdings Corp. | Darden Restaurants, Inc. | Lululemon Athletica Inc. | Vail Resorts, Inc. | | Bloomin’ Brands, Inc. | Dave & Buster’s Entertainment, Inc. | Peloton Interactive, Inc. | Vista Outdoor, Inc. | | Brinker International, Inc. | Deckers Outdoor Corporation | Polaris, Inc. | Yum! Brands, Inc. | | Brunswick Corporation | Electronic Arts, Inc. | Texas Roadhouse, Inc. | | | Columbia Sportswear Company | G-III Apparel Group, Ltd. | Under Armour, Inc. | |

  24. The Role of Peer Companies and Competitive Market Data

    The Compensation Committee’s executive compensation determinations are subjective and the result of the Compensation Committee’s business judgment, which is informed by the experiences of the members of the Compensation Committee, market data, and input provided by the Compensation Committee’s independent compensation consultant.

  25. Components of the Executive Compensation Program

    | Element | Purpose & Characteristics | Tie to Compensation Philosophy | | Base Salary | •Fixed cash compensation recognizing individual performance, time in role, scope of responsibility, leadership skills and experience. •Compensates for day-to-day job responsibilities. •Reviewed annually and adjusted when appropriate based on individual performance, expanded duties and changes in the competitive marketplace. | •Competitive base salaries help attract and retain executive talent. •Increases are not automatic or guaranteed, to promote a performance culture. •The Compensation Committee also considers how an executive’s base salary compares to the base salaries of the other executives. | | Annual Incentive | •Variable compensation based on performance against annually established targets and individual performance; payable in cash. •Intended to provide an incentive to drive a high level of business unit, corporate and individual performance without excessive risk taking. | •Target award values, metrics, and goals are evaluated each year for alignment with business strategy as well as Company and industry dynamics. | | Annual Long-Term Equity Incentives | •Variable compensation; annual awards granted in the form of PRSUs, which constitute the majority of the awards, and RSUs. •Designed to drive long-term Company performance, provide a means for retaining executives through long-term vesting, and align the interests of the executives with the interests of shareholders through stock-based incentives. •PRSU awards for NEOs based on performance metrics (e.g., exclusively on rTSR objectives for awards granted in 2024). •A multiple of the target number of PRSUs (0% to 200%) vests after three years based on achievement of performance goals over a three-year performance period. •RSUs vest ratably over three-years. | •Target award value, performance metrics, and goals reviewed annually. •RSUs are designed to motivate an executive to remain with the Company and to align an executive’s interests with shareholders. •PRSUs reward executives for creating long-term shareholder value. •Awards are consistent with the Compensation Committee’s guiding principles in that a majority are performance-based and all are equity-based. |

  26. Annual Incentive

    Annual Incentive

  27. Overview

    Overview The annual incentive serves as the short-term performance-based element of the executive compensation program. The incentive is at-risk, with payment based on Company-wide goals for the CEO, CFO, and Mr. Leposky, and business unit goals for Mr. Starrs and Mr. Hickey. The incentive is intended to motivate an executive to drive a high level of Company-wide and/or business unit performance without excessive risk taking while also ensuring overall Company-wide performance is able to appropriately fund any awards earned under the program. It allows those NEOs with primary oversight of a significant business unit to be rewarded for strong business unit performance. The payout of annual incentives to executive officers is subject to the Compensation Committee’s approval following its review and assessment of Company-wide and business unit performance results.

  28. How Incentive Opportunity and Payout is Determined

    How Incentive Opportunity and Payout is Determined The annual incentive payout for the NEOs is determined using the following process: First, the participant’s annual base salary is multiplied by the participant’s target incentive percentage and by the applicable Company-wide or business unit performance modifier, as described below, to determine the participant’s baseline incentive payout.

  29. How Incentive Opportunity and Payout is Determined

    | Participant’s Annual Base SalaryX | Participant’s Target Incentive %X | Company-wide or Business Unit Performance Modifier % | = | Baseline Incentive Payout |

  30. How Incentive Opportunity and Payout is Determined

    Second, the participant’s baseline incentive payout may be adjusted upward or downward based on individual performance relative to individual performance factors set for such executives for 2024, in the sole discretion of the Compensation Committee, to determine the final incentive payout. Any upward adjustment based on individual factors is limited to no more than 33%. A participant’s incentive payout may not exceed 200% of the target incentive. Target Incentive and Business Unit Performance Basis. The target incentive percentage, which the Compensation Committee sets each year, is a percentage of the executive’s base salary and is the amount the executive could earn assuming the Company or business unit achieved target goals, the executive achieved his/her individual objectives, and otherwise met performance expectations. The 2024 target incentive percentage was increased from the 2023 level for Mr. Brewer based on a review of relevant competitive market data. Target incentive percentages were based on each executive’s position and were set to be generally consistent with market data and the range of total direct compensation that the Compensation Committee targets for the NEOs. The target incentive percentages for each NEO during 2024 and 2023 are detailed in the table below.

  31. How Incentive Opportunity and Payout is Determined

    | Name | 2024 | 2023 | | Oliver G. (Chip) Brewer III | 150% | 140% | | Brian P. Lynch | 100% | 100% | | Arthur F. Starrs | 100% | 100% | | Mark F. Leposky | 75% | 75% | | Glenn F. Hickey | 75% | 75% |

  32. How Incentive Opportunity and Payout is Determined

    As discussed below, the actual incentive payouts for each executive can vary from zero to 200% of such executive’s target incentive percentage. Company-Wide Performance Goal. Adjusted EBITDA, as further adjusted for items mentioned in the table footnote below, was the Company-wide performance metric for 2024. Business Unit Performance Goals. The primary financial metrics for the defined business units are CTP, Adjusted EBITDA and Topgolf Cash Flow. Business unit metrics spanning multiple global locations are currency neutral to planned budgeted currency exchange rates.

  33. How Incentive Opportunity and Payout is Determined

    | NEO | Applicable Metric(s) for Performance Unit Goals | | Oliver G. (Chip) Brewer III | Company-wide Adjusted EBITDA | | Brian P. Lynch | Company-wide Adjusted EBITDA | | Arthur F. Starrs | Topgolf Adjusted EBITDA, Topgolf Cash Flow and SVS | | Mark F. Leposky | Company-wide Adjusted EBITDA | | Glenn F. Hickey | Contribution to Profit - Callaway Equipment & Soft Goods |

  34. How Incentive Opportunity and Payout is Determined

    For Mr. Starrs, the primary business unit financial metrics were split into two parts: Topgolf Adjusted EBITDA was used to establish threshold and target level performance goals and Topgolf Cash Flow was used to establish target and maximum level performance goals. In addition, any payout above target level required that 2024 Global Same Venue Sales (“SVS”), as defined below, performance exceed 2023 Global SVS. If this requirement was not met, no payout above target level was allowed regardless of Topgolf Adjusted EBITDA or Topgolf Cash Flow results. The 2024 Company-wide Adjusted EBITDA performance goals, Topgolf Cash Flow and business unit level CTP and Adjusted EBITDA goals, were set by the Compensation Committee in February 2024. In setting these goals, the Compensation Committee considered the 2023 Company-wide and business unit level performance, the 2024 Company-wide and business unit level operational goals, and the 2024 budget. Prior to approving the goals, the Compensation Committee discussed them with management and with its outside compensation consultant. Potential payouts attributable to the Company-wide or business unit modifiers are determined based on the performance level achieved, and are interpolated on a straight-line basis for achievement between threshold, target, and maximum performance goals. No annual incentive is paid unless the threshold performance goal is achieved. Furthermore, unless otherwise approved by the Compensation Committee, the achieved performance modifier opportunity for the respective business unit metrics is limited based on the overall Company-wide Adjusted EBITDA performance levels as described below:

  35. How Incentive Opportunity and Payout is Determined

    | Business Unit Achievement Level Modifier | Required Company-wide Adjusted EBITDA Modifier | | 50% - 100% | 50% minimum | | 100% - 150% | 100% Minimum | | 150% - 200% | 150% Minimum |

  36. How Incentive Opportunity and Payout is Determined

    Should the Company-wide achievement modifier exceed the calculated business unit achievement level modifier, the business unit level modifier will be applied to the participant’s incentive calculation and will not be increased or adjusted relative to the Company-wide modifier. The table below shows the 2024 Company-wide and business unit performance goals, the NEO associated with each, the relationship between the respective goals and related performance modifiers for purposes of determining the potential payout, and the actual performance and payout modifier achieved:

  37. How Incentive Opportunity and Payout is Determined

    | Metric / Performance Levels: | Associated NEO | Threshold | | Target | | Maximum | | Actual | | | | | Value | Modifier | Value | Modifier | Value | Modifier | Value(2) | Modifier | | Company-wide Adjusted EBITDA(1) | Mr. Brewer, Mr. Lynch & Mr. Leposky | $587.0 MM | 50% | $638.0 MM | 100% | $689.0 MM | 200% | $587.7 MM | —% | | Topgolf Adjusted EBITDA(3) | Mr. Starrs | $320.6 MM | 50% | $356.2 MM | 100% | n/a | n/a | $337.2 MM | 72.4% | | Topgolf Cash Flow(4) | | n/a | n/a | $159.8 MM | 100% | $195.4 MM | 200% | n/a | n/a | | Global SVS(5) | | n/a | n/a | 0% | 100% | n/a | n/a | (9)% | —% | | Aggregate CTP - Callaway Equipment & Soft Goods(6) | Mr. Hickey | $284.0 MM | 50% | $308.7 MM | 100% | $333.4 MM | 200% | $252.4 MM | —% |

  38. How Incentive Opportunity and Payout is Determined

    (1)Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization expenses, non-cash stock compensation expenses, and non-cash lease amortization expense, in addition to costs associated with certain non-recurring and non-cash items. These non-recurring and non-cash items for 2024 included charges related to restructuring and reorganization costs in the Active Lifestyle and Golf Equipment segments, costs incurred related to the planned separation of Topgolf, currency translation adjustments for the dissolution of a foreign subsidiary, the 2024 debt repricing, a 2023 cybersecurity incident, additional impairment and abandonment of the Shankstars media game, and IT integration costs stemming primarily from the merger with Topgolf. Appendix A to this Proxy Statement includes a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure prepared in accordance with GAAP. (2)The Actual Adjusted EBITDA shown does exceed the threshold level goal for this metric. However, to earn an incentive under this plan, the Adjusted EBITDA result inclusive of related incentive payout amounts must remain above threshold goal level. After accounting for projected incentive awards, the net Adjusted EBITDA is below the threshold level goal, therefore no incentive is formally earned under this plan. The final Adjusted EBITDA without incentives is shown. (3)Topgolf segment Adjusted EBITDA is the Adjusted EBITDA for the Company’s Topgolf segment and is calculated as Topgolf segment operating income, less depreciation and amortization, non-cash stock compensation expense and other expense. See Appendix A to this Proxy Statement for a reconciliation of Topgolf segment Adjusted EBITDA to Topgolf segment operating income. (4)Topgolf Cash Flow is defined as Topgolf segment Adjusted EBITDA, less venue financing cash interest, less maintenance and support capital expenditures. Topgolf Adjusted EBITDA did not reach target level goals, therefore the Topgolf Cash Flow metric did not factor into final award level calculations. (5)Global SVS is sales for the comparable venue base, which is defined as the number of Company-operated venues with at least 24 full fiscal months of operations in the year of comparison. (6)Aggregate CTP - Callaway Equipment & Soft Goods is revenue minus direct expenses for the Callaway Golf Equipment business, the Callaway Golf soft goods business, the TravisMathew business in Japan, Korea and the rest of Asia and the Jack Wolfskin business in Japan.

  39. 2024 Annual Incentive Payouts

    2024 Annual Incentive Payouts As noted above, the Company-wide Adjusted EBITDA for 2024 was $587.7 million, a decrease of 1.5% compared to 2023. This actual result at this performance level, prior to accounting for incentive award payments for the eligible employees under this portion of the incentive structure, was between threshold and target level goals for the annual incentive plan. However, after accounting for projected incentive award payments for the participants under this portion of the plan, the final net EBITDA fell below threshold level, which does not satisfy the plan’s funding requirements. For Mr. Hickey, the performance result for the Callaway Equipment & Soft Goods business unit was below threshold level, resulting in no payout. For Mr. Starrs, the Topgolf Adjusted EBITDA result was between threshold and target levels, resulting in a 72.4% award modifier. As the Company-wide Adjusted EBITDA result was above the threshold level, even after accounting for Mr. Starrs’ bonus and incentives for other eligible Topgolf employees under the same incentive structure, the Compensation Committee determined that Mr. Starrs had earned a 72.4% payout, which was recommended by the Compensation Committee, and approved by the Board.

  40. 2024 Annual Incentive Payouts

    | Name | Base SalaryX | Incentive Target %X | Business Performance Modifier | Individual Performance Modifier | = | Actual Incentive $ | | Oliver G. (Chip) Brewer III | $1,100,000x | 150.0%x | —%x | —% | = | $— | | Brian P. Lynch | $650,000x | 100.0%x | —%x | —% | = | $— | | Arthur F. Starrs | $850,000x | 100.0%x | 72.4%x | 100.0% | = | $615,400 | | Mark F. Leposky | $536,000x | 75.0%x | —%x | —% | = | $— | | Glenn F. Hickey | $536,000x | 75.0%x | —%x | —% | = | $— |

  41. Annual Long-Term Equity Incentives

    Annual Long-Term Equity Incentives

  42. Overview of Annual Long-Term Equity Incentives

    Overview of Annual Long-Term Equity Incentives Consistent with the Compensation Committee’s goal of aligning executive compensation with long-term Company performance and with the Compensation Committee’s guiding principle that a majority of the long-term incentives should be performance-based, and that all long-term incentives should be equity-based, the Compensation Committee determined to award PRSUs and RSUs to the NEOs in 2024. These awards are designed to motivate our executives to remain with the Company, achieve strong long-term operational performance and increase shareholder value. PRSUs tie executives’ interests to the interests of shareholders by focusing and rewarding our executives for achieving key financial objectives that link to the creation of shareholder value. RSUs provide a retention incentive as they vest solely based on continued service, and upon vesting they provide an ownership stake in the Company. They also further align the interests of the executives with those of the Company’s shareholders as the executives generally have the same long-term economic benefits and risks as those of a shareholder. All NEO awards in 2024 were made under our 2022 Incentive Plan (the “2022 Plan”).

  43. How Annual Long-Term Equity Incentive Awards are Determined

    How Annual Long-Term Equity Incentive Awards are Determined For each NEO, the Compensation Committee sets an annual targeted long-term incentive award value. The targeted value generally varies by position and responsibility and is reviewed annually. In setting the targeted value, the Compensation Committee consults with its independent compensation consultant and compares the targeted value to applicable market data, including broad industry data and, as warranted, data from the Compensation Comparison Group. It also considers the effect the long-term incentives may have on the executive’s total direct and realizable compensation opportunities. The Compensation Committee then allocates the targeted annual long-term incentive award value between PRSUs and RSUs. The mix of the awards is intended to align with the Company’s philosophy that a majority of the long-term incentive awards for senior executives should be performance-based. With the exception of Mr. Brewer, for 2024, the target number of shares underlying the PRSUs and RSUs was determined by multiplying the targeted annual long-term incentive award value by 55% and 45%, respectively, and dividing that number by the average closing price of the Common Stock for the 20 trading days immediately preceding the date on which the Compensation Committee approves the awards. For Mr. Brewer, the allocation of underlying shares for the PRSUs and RSUs used a factor of 75% and 25% respectively, then applied the average closing stock price as described above. A 20 trading day average price, as opposed to a single price on the approval date, is used to mitigate the potential impact of single trading day aberrations on the number of shares granted. The table below sets forth, for 2024, the targeted annual long-term incentive value and the resulting “target” number of PRSUs and the number of RSUs for each of the NEOs subject to their annual long-term incentive awards granted in February 2024:

  44. How Annual Long-Term Equity Incentive Awards are Determined

    | Name | 2024 Targeted Long-Term (1) Incentive Award Value | Target No. of Shares Underlying PRSUs | No. of Shares Underlying RSUs | | Oliver G. (Chip) Brewer III | $6,500,000 | 349,965 | 116,655 | | Brian P. Lynch | $1,500,000 | 59,225 | 48,457 | | Arthur F. Starrs | $2,500,000 | 98,708 | 80,761 | | Mark F. Leposky | $1,000,000 | 39,484 | 32,305 | | Glenn F. Hickey | $1,000,000 | 39,484 | 32,305 |

  45. How Annual Long-Term Equity Incentive Awards are Determined

    (1)The targeted long-term incentive award values for 2024 were the same as 2023, with the exception of Mr. Starrs. After a review of competitive market data, Mr. Starrs award was increased from $2,250,000 in 2023 to the amount shown above. As described above, these “target” values are converted at the time of grant into a “target” number of PRSUs and RSUs, respectively, based on the 20 trading day average price described above. As a result, the actual aggregate grant date fair value of these awards, computed in accordance with ASC Topic 718, may differ from the target values reflected in the table above. For the grant date fair value of the PRSU and RSU awards granted to the Company’s NEOs during 2024, please see the Summary Compensation Table below.

  46. 2024 Annual Long-Term Equity Incentive Awards

    2024 Annual Long-Term Equity Incentive Awards Both RSUs and PRSUs are contingent rights to receive one share of Common Stock upon vesting of the applicable award. RSUs. The RSUs granted in 2024 vest and the restrictions lapse in three equal annual installments commencing on the one-year anniversary of the grant date, subject to continued employment through each applicable vesting date. This schedule means that, to receive the full benefit of the RSUs, the recipient must generally perform three years of continuous service following the grant date. PRSUs. The PRSUs granted in 2024 are subject to both service-based and performance-based vesting with performance tied 100% to the Company’s rTSR, to be measured over a three-year performance period beginning January 1, 2024 and ending December 31, 2026. Any PRSUs for which the performance criteria are satisfied will cliff-vest on the third anniversary of the grant date. To calculate the Company’s rTSR, the TSR of the Company for the three-year performance period is ranked on a percentile basis in comparison to the calculated TSR for companies in the LTIP Reference Group. The number of shares earned based on the Company’s calculated rTSR over the three-year performance period compared to the LTIP Reference Group may vary from 0% to 200%. The final calculation will be based only on those companies included in the LTIP Reference Group as of the end of the performance period. If a company is removed from the index during the three-year performance period, they will be removed from the LTIP Reference Group for purposes of the final calculation. The TSR for the Company and the LTIP Reference Group is calculated using a trailing 20 trading day average at the beginning and end of the performance period. The performance goals for rTSR relative to the LTIP Reference Group, and related award levels are as follows:

  47. 2024 Annual Long-Term Equity Incentive Awards

    | Performance Period | No Payout | Threshold (50% Award) | Target (100% Award) | Maximum Award (200% Award) | | 2024 - 2026 | Below 25th Percentile | 25th Percentile | Median (50th Percentile) | 75th Percentile or Above |

  48. 2024 Annual Long-Term Equity Incentive Awards

    The extent to which PRSUs are eligible to vest is determined based on the performance level achieved, with award levels interpolated on a straight-line basis for achievement between threshold, target and maximum performance goals. Performance below the threshold performance goal results in no PRSUs being eligible to vest. The PRSUs are subject to double-trigger acceleration. If an executive’s employment is terminated without cause or for good reason, in either case within the one year period following a change in control, the PRSUs will be eligible for accelerated vesting at the target performance level.

  49. 2024 One-Time Equity Incentive Awards

    2024 One-Time Equity Incentive Awards Additionally, in April 2024, the Compensation Committee granted Mr. Leposky an award of 6,243 RSUs in recognition of additional responsibilities he has assumed on an interim basis with respect to the Jack Wolfskin business. Such RSUs are scheduled to vest in full on April 23, 2026, subject to Mr. Leposky’s continued employment through the vesting date.

  50. Annual Long-Term Equity Incentive Award Outcomes

    Annual Long-Term Equity Incentive Award Outcomes 2022 - 2024 LTIP Plan. PRSUs for the three-year performance period that ended on December 31, 2024 were earned based on the achievement rTSR objectives. The cumulative rTSR objectives and actual rTSR performance compared to the constituents of the LTIP Reference Group, are described in the table below.

  51. Annual Long-Term Equity Incentive Award Outcomes

    | Cumulative Metric / Performance | | | | | | Metric | Threshold | Target | Maximum | Actual | | Cumulative rTSR ranking | 25th percentile | 50th percentile | 75th percentile or Above | 6th percentile | | Award Level | 50% | 100% | 200% | 0% |

  52. Annual Long-Term Equity Incentive Award Outcomes

    On February 27, 2025, the Compensation Committee determined that, based on these results, none of the total aggregate PRSUs were earned and were forfeited.

  53. Dividend Equivalents

    Dividend Equivalents None of the PRSUs include dividend equivalents. Unvested RSUs granted to all of the Company’s employees, including the NEOs, have dividend equivalents in the form of additional RSUs. Dividend equivalents entitle holders of RSUs to the same dividend value per share as holders of Common Stock but are accrued in additional RSUs. Dividend equivalents are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs. The additional RSUs accrued in respect of dividends are accumulated and issued when and to the extent the underlying RSUs vest. In August 2020, as part of the Company's effort to manage costs and capital allocation most efficiently, the Company announced the cessation of its quarterly dividends.

  54. Employment and Change in Control Agreements

    Employment and Change in Control Agreements

  55. Employment Agreements of NEOs

    Employment Agreements of NEOs The Company has entered into an employment agreement with each of the NEOs, copies of which have been filed with the SEC. The Company believes that employment agreements are beneficial to it as they provide, among other things, protections related to the Company’s trade secrets and intellectual property. Each employment agreement generally requires the executive officer to devote his or her full productive time and best efforts to the Company, to hold in confidence all trade secrets and proprietary information he or she receives from the Company and to disclose and assign to the Company any inventions and innovations he or she develops during the course of employment with the Company. The employment agreements set forth the base salary, incentive compensation, and, in general terms, the benefits and perquisites that the executive officer is entitled to as described above. The employment agreements also set forth the benefits and rights the executive officer is entitled to upon termination of employment and upon a change-in-control of the Company. These rights are described below, and tables quantifying the potential payments to the NEOs upon the occurrence of such events are included with the other compensation tables included in this Proxy Statement.

  56. Termination of Employment Generally

    Termination of Employment Generally In general, whether a NEO is entitled to severance benefits upon termination of employment depends upon the reason for the termination of employment. If an executive voluntarily resigns without “good reason” or the Company terminates the executive’s employment for “substantial cause,” then the executive is generally not entitled to any severance benefits. If the Company terminates the executive’s employment without substantial cause or if the executive resigns for good reason or because the Company elected not to renew the executive’s employment agreement at the expiration of its term, then the executive is generally entitled to severance benefits described below. “Substantial cause” means the executive’s (i) failure to substantially perform the executive’s duties, (ii) material breach of the executive’s employment agreement, (iii) misconduct, including use or possession of illegal drugs during work and/or any other action that is damaging or detrimental in a significant manner to the Company, (iv) conviction of, or plea of guilty or nolo contendere to, a felony, or (v) failure to cooperate with, or any attempt to obstruct or improperly influence, any investigation authorized by the Board or any governmental or regulatory agency. “Good reason” means a material breach of the employment agreement by the Company, and with respect to Mr. Brewer, also means any material diminishment in his position or duties or any requirement that he relocate his principal residence. The severance benefits to which the NEOs may be entitled are based upon an assessment of competitive market terms and a determination of what is needed to attract and retain the executive officers. Having negotiated these terms in advance allows for an orderly and amicable separation and, with respect to certain of these benefits, for the obtainment for the Company’s benefit of a release of claims, and provides an incentive for the executive not to compete with the Company.

  57. Termination of Employment Generally

    | Termination Event | Cash Payments | Equity Award Vesting | Other Benefits | | By executive without “good reason” or by Company with “substantial cause” | None. | None. | None. | | By the Company without “substantial cause,” by executive for “good reason,” or failure by the Company to renew expired employment agreement | An amount equal to the annual incentive payment the executive would have received in the then-current year in light of the Company’s actual performance as measured against the requirements of the annual incentive plan, pro-rated to the date of termination.(1) Severance Payment: A payment of .50 times (.75 times for Mr. Brewer) the sum of his most recent base salary and annual target incentive payable over 12 months (18 months for Mr. Brewer). (2) Incentive Payment: A payment of .50 times (.75 times for Mr. Brewer) the sum of his most recent base salary and annual target incentive payable over 12 months (18 months for Mr. Brewer) (the “Incentive Payments”) (3) | Accelerated vesting of all long-term incentive compensation awards held by the executive that would have vested had the executive continued to perform services pursuant to the employment agreement for 12 months (18 months for Mr. Brewer) from the date of termination. (1) | Payment of COBRA premiums and the continuation of the financial, tax and estate planning services benefit for 12 months (18 months for Mr. Brewer) and outplacement services for one year. (2) |

  58. Termination of Employment Due to Disability or Death

    Termination of Employment Due to Disability or Death In the event of a NEO’s permanent disability, the executive is generally entitled to the following benefits (i) a cash payment based on the incentive payment the executive would have received in light of the Company’s actual performance as measured against the requirements of the annual incentive plan and pro-rated to the date of permanent disability; (ii) a lump sum payment equal to six months of then current base salary; (iii) the vesting of all unvested long-term incentive compensation awards held by the executive that would have vested had the executive continued to perform services pursuant to the employment agreement for 12 months (18 months for Mr. Brewer) from the date of permanent disability; and (iv) the payment of premiums owed for COBRA insurance benefits for 12 months (18 months for Mr. Brewer) from the date of permanent disability. The payment of any benefits described in clauses (i) and (iii) above will be paid after the completion of any relevant performance period and the evaluation of whether, and the degree to which, the performance criteria have been met. In the event of a NEO’s death, the executive’s estate is generally entitled to accelerated vesting of all service-based full value long-term incentive awards held by the executive.

  59. Change-in-Control Arrangements with NEOs

    Change-in-Control Arrangements with NEOs To provide independent leadership consistent with the shareholders’ best interests in the event of an actual or threatened change-in-control of the Company, the Company’s employment agreements with its officers, including the NEOs, provide certain protections in the event of a change-in-control. A “change-in-control” of the Company is defined, in general, as the acquisition by any person of beneficial ownership of 30% or more of the voting stock of the Company, the incumbent members of the Board cease to constitute a majority of the Board, certain business combinations of the Company, or any shareholder-approved or court-ordered plan of liquidation of the Company. The Company’s change-in-control benefits require a double trigger prior to payment. In other words, there must be a change-in-control and a “termination event” (described below) within one year following a change-in-control. A “termination event” generally means the occurrence of any of the following within one year of the change-in-control: (i) the termination without substantial cause or a material breach of the employment agreement by the Company, (ii) failure by the successor company to assume the employment agreement, (iii) any material diminishment in the position or duties that the executive had immediately prior to the change-in-control, (iv) any reduction in compensation or benefits, or (v) any requirement that the executive relocate his principal residence. In the event there is such a change-in-control and termination event, each named executive officer currently employed by the Company is generally entitled to the following benefits:

  60. Change-in-Control Arrangements with NEOs

    | Cash Payments | Equity Award Vesting | Other Benefits | | An amount equal to the annual incentive payment the executive would have received in the then-current year in light of the Company’s actual performance as measured against the requirements of the annual incentive plan, pro-rated to the date of termination.(1) Severance Payment: A payment of 1.0 times the sum of the most recent base salary and annual target incentive payable over 24 months.(2) Incentive Payment: A payment of 1.0 times the sum of the most recent base salary and annual target incentive payable over 24 months(3) | Accelerated vesting of all long-term incentive compensation awards held by the executive that would have vested had the executive continued to perform services pursuant to his employment agreement for 12 months (18 months for Mr. Brewer) from the date of termination. (1) | Payment of COBRA premiums and the continuation of the financial, tax and estate planning services benefit for 24 months and outplacement services for one year. (2) |

  61. Change-in-Control Arrangements with NEOs

    _______________________________ (1)These benefits will be paid after the completion of the relevant performance period and after the evaluation of whether, and the degree to which, the performance criteria have been met. (2)Subject to the executive executing a release of claims in favor of the Company, the executive not engaging in any disparaging conduct or communications and his compliance with certain other requirements of his employment agreement. (3)Payable as long as the executive chooses not to engage in any business that competes with the Company. Our current form of long-term equity award agreements provide that upon a change-in-control the Compensation Committee will determine (based upon the nature of the change-in-control transaction) whether the awards are assumed or continued or a substitute award is issued or whether, in the event the awards are not assumed or continued or substituted for, the awards vest on an accelerated basis. For this purpose, if the Compensation Committee determines that the awards vest on an accelerated basis, performance awards will vest at least at “target” if the performance period has not been completed. In addition, for awards that are assumed, continued or substituted for in a change-in-control, our current form of long-term equity award agreements provide for accelerated vesting in the event of an executive’s termination other than for substantial cause or resignation for good reason, in either case within one year following a change-in-control (with the PRSUs vesting at least at “target” levels), which acceleration is in addition to the accelerated vesting provided in the employment agreements. The Company’s 401(k) Plan also provides for full vesting of all participant accounts immediately prior to a change-in-control (as defined in the plan).

  62. Equity Grant Practices

    Equity Grant Practices The Compensation Committee has adopted Equity Grant Guidelines that govern the timing of annual equity award grants, and the Company does not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. Our Equity Grant Guidelines generally provide that annual equity award grants be made at a regularly scheduled or special meeting of the Compensation Committee or the Board during the first quarter of each year and that the stock price used for purposes of calculating the number of equity award shares or units to be granted is the trailing 20-trading day average of the Company’s closing stock price on the New York Stock Exchange. During fiscal year 2024, we did not grant any stock options or option-like awards to any of our employees. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in 2024.

  63. Excise Taxes

    Excise Taxes The employment agreements for the NEOs do not obligate the Company to provide indemnification for excise taxes. Furthermore, the employment agreements for the NEOs provide that to the extent that any or all of the change-in-control payments and benefits provided to the executive under the employment agreement or any other agreement constitute “parachute payments” within the meaning of Section 280G of the Code and would otherwise be subject to the excise tax imposed by Section 4999 of the Code, then the aggregate amount of such change-in-control payments and benefits would be reduced by the minimum amounts necessary to equal one dollar less than the amount which would result in such payments and benefits being subject to such excise tax.

  64. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table summarizes the compensation paid to or earned by the Company’s NEOs. For a description of the components of the Company’s 2024 executive compensation program, see “Executive Officer Compensation—Compensation Discussion and Analysis—Components of the 2024 Executive Compensation Program.”

  65. 2024 Summary Compensation Table

    | Name and Principal Position(a) | Year(b) | Salary(c) | Bonus(d) | Stock Awards (1)(e) | Option Awards(f) | Non-Equity Incentive Plan Compen- sation(2)(g) | Change in Pension Value and Nonqualified Deferred Compen- sation Earnings(h) | All Other Compensation (3)(4)(i) | Total(j) | | Oliver G. (Chip) Brewer III | 2024 | $1,100,000 | $— | $8,200,847 | $— | $— | $— | $77,718(5) | $9,378,565 | | President and Chief Executive Officer | 2023 | $1,095,765 | $— | $8,979,665 | $— | $947,100 | $— | $83,316 | $11,105,846 | | | 2022 | $1,045,765 | $— | $7,286,664 | $— | $2,625,000 | $— | $73,969 | $11,031,398 | | Brian P. Lynch | 2024 | $647,883 | $— | $1,768,892 | $— | $— | $— | $39,907(6) | $2,456,681 | | Executive Vice President, Chief Financial Officer and Chief Legal Officer | 2023 | $622,882 | $— | $1,909,381 | $— | $384,375 | $— | $36,350 | $2,952,988 | | | 2022 | $595,765 | $— | $1,538,934 | $— | $1,020,000 | $— | $35,599 | $3,190,298 | | Arthur F. Starrs | 2024 | $846,154 | $— | $2,948,138 | $— | $615,400 | $— | $40,400(7) | $4,450,091 | | Chief Executive Officer, Topgolf International, Inc. | 2023 | $810,577 | $— | $2,864,064 | $— | $537,075 | $— | $20,850 | $4,232,566 | | | 2022 | $750,000 | $— | $1,846,711 | $— | $1,275,000 | $— | $13,100 | $3,884,811 | | Mark F. Leposky | 2024 | $534,645 | $— | $1,280,228 | $— | $— | $— | $18,501(8) | $1,833,373 | | Executive Vice President and Chief Supply Chain Officer | 2023 | $518,306 | $— | $1,272,940 | $— | $239,850 | $— | $20,017 | $2,051,113 | | | 2022 | $497,499 | $— | $984,930 | $— | $750,000 | $— | $18,670 | $2,251,099 | | Glenn F. Hickey | 2024 | $534,645 | $— | $1,179,278 | $— | $— | $— | $21,776(9) | $1,735,699 | | Executive Vice President and President, Callaway Golf | 2023 | $518,306 | $— | $1,272,940 | $— | $239,850 | $— | $20,726 | $2,051,822 | | | 2022 | $498,835 | $— | $984,930 | $— | $750,000 | $— | $17,966 | $2,251,731 |

  66. 2024 Summary Compensation Table

    (1) Represents the aggregate grant date fair value of RSUs and PRSUs calculated for financial reporting purposes for the applicable year in accordance with Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (“ASC 718”). See Note 15, “Stock Plans and Share-Based Compensation,” to the Company’s Audited Consolidated Financial Statements set forth in the 2024 Form 10-K for information concerning the ASC 718 values. With respect to the PRSUs granted as annual awards to the NEOs, the number of PRSUs that are eligible to vest will be determined based on the measurement of the Company’s calculated rTSR ranked on a percentile basis against the calculated TSR for the companies listed in the LTIP Reference Group over a three-year performance period measured from January 1 of the year of grant. For the PRSU awards granted in 2022, 2023 and 2024 tied to rTSR performance, the grant date fair value included in column (e) is calculated based on the Monte Carlo simulation model, which incorporated the following significant inputs: (i) the stock price on the date of grant; (ii) an expected term that was based on the actual three-year term of the award; (iii) a risk-free interest rate derived from the yield on U.S. government bonds of appropriate term from the U.S. Department of Treasury; (iv) a dividend yield based on historic and future dividend yield estimates; (v) the stock price volatility of the Company and each company in their respective LTIP reference groups over the time horizons matching the performance periods; and (vi) the initial TSR performance based on the actual historical TSR performance for the Company and each company in their respective LTIP reference groups from the beginning of the performance period through the grant date. The following table presents the fair value assumptions used in the valuation of the PRSUs tied to rTSR performance granted during the fiscal years ended December 31, 2024, 2023 and 2022:

  67. 2024 Summary Compensation Table

    | | Grant Date | | | | | February 6, | February 22, | February 17, | | | 2024 | 2023 | 2022 | | Closing price | $13.27 | $23.49 | $23.41 | | Risk free rate | 4.1% | 4.5% | 1.7% | | Dividend yield | —% | —% | —% | | Volatility | 45.6% | 62.0% | 59.0% | | Initial TSR performance | -2.6% | 13.0% | -13.6% | | Fair value per share based on the Monte Carlo valuation | $19.01 | $36.58 | $34.68 |

  68. 2024 Summary Compensation Table

    The highest level of performance that may be achieved for the PRSUs is 200% of the target. The value of the PRSUs reported in this column (e) does not reflect the targeted value of the PRSUs on the grant date. The targeted value of the awards reflects the approximate value of the Company’s stock based upon a trailing 20-trading day average of the Company’s closing stock price. The value of the PRSUs tied to rTSR performance reported in this column (e) reflects the amount the Company is required to expense for accounting purposes. This amount is based on a Monte Carlo simulation model which assumed an outperformance of the Company’s stock price over the three-year performance period relative to the stock appreciation of the LTIP reference group as discussed above. The Company’s stock price may or may not outperform this much during that period. The amount of accounting expense also does not necessarily reflect the amount the executive will receive, which will be determined at the end of the three-year performance period. (2) The amounts in this column represent the actual amounts earned under the Company’s annual incentive program for the applicable year. For additional information regarding this program, see “Executive Officer Compensation—Compensation Discussion and Analysis—Components of the 2024 Executive Compensation Program—Annual Incentive.” (3) Includes perquisites and personal benefits. All NEOs were eligible to receive any or all of the following perquisites during all or a portion of 2024, subject to certain cost and other limitations set forth in the Company’s internal policies: (a) tax and estate planning services, (b) the reimbursement of country club dues and golfing fees and (c) supplemental long-term disability insurance. Additional types of perquisites and personal benefits granted to individual NEOs are disclosed and quantified in additional footnotes to this table, in accordance with applicable SEC disclosure requirements. (4) The Company believes the dollar value of dividends paid or accrued on the stock awards reported in column (e) is factored into the grant date fair value of the stock awards reported in those columns. Accordingly, the dollar value of dividends paid or accrued is not reported as “All Other Compensation” in this column (i). (5) Consists of (i) a $10,350 Company matching contribution under its 401(k) Retirement Investment Plan, (ii) an allowance of $25,000 paid to Mr. Brewer for business expenses not otherwise reimbursable under the Company’s policies, (iii) $40,832 of perquisites and other personal benefits comprised of items (a), (b), and (c) described in footnote 3, and (iv) $548 in connection with the reimbursement of costs related to spousal travel and the related income tax gross-up of $989 for income imputed under IRS regulations in connection with the reimbursement of taxable benefits. (6) Consists of (i) a $10,350 Company matching contribution under its 401(k) Retirement Investment Plan and (ii) $29,557 of total perquisites and other personal benefits comprised of items (a) and (b) described in footnote 3. (7) Consists of (i) a $13,800 Company matching contribution under its 401(k) Retirement Investment Plan and (ii) $25,700 of total perquisites and other personal benefits comprised of items (a) and (b) described in footnote 3, in addition to a cell phone allowance. (8) Consists of (i) a $10,350 Company matching contribution under its 401(k) Retirement Investment Plan and (ii) $8,151 of total perquisites and other personal benefits comprised of item (b) described in footnote 3. (9) Consists of (i) a $10,350 Company matching contribution under its 401(k) Retirement Investment Plan and (ii) $11,426 of total perquisites and other personal benefits comprised of items (b) and (c) described in footnote 3.

  69. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table sets forth certain information with respect to grants of awards to the NEOs under the Company’s non-equity and equity incentive plans during fiscal year 2024. For additional information concerning the annual and long-term incentives included in the Company’s executive compensation programs, see “Executive Officer Compensation—Compensation Discussion and Analysis—Components of the 2024 Executive Compensation Program.”

  70. Grants of Plan-Based Awards in Fiscal Year 2024

    | Name | Grant Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Oliver G. (Chip) Brewer III | N/A (2) | 825,000 | 1,650,000 | 3,300,000 | | | | | | | | 2/6/2024(3) | | | | 174,983 | 349,965 | 699,930 | | 6,652,835 | | | 2/6/2024(4) | | | | | | | 116,655 | 1,548,012 | | Brian P. Lynch | N/A (2) | 325,000 | 650,000 | 1,300,000 | | | | | | | | 2/6/2024(3) | | | | 29,613 | 59,225 | 118,450 | | 1,125,867 | | | 2/6/2024(4) | | | | | | | 48,457 | 643,024 | | Arthur F. Starrs | N/A (2) | 425,000 | 850,000 | 1,700,000 | | | | | | | | 2/6/2024(3) | | | | 49,354 | 98,708 | 197,416 | | 1,876,439 | | | 2/6/2024(4) | | | | | | | 80,761 | 1,071,698 | | Mark F. Leposky | N/A (2) | 201,000 | 402,000 | 804,000 | | | | | | | | 2/6/2024(3) | | | | 19,742 | 39,484 | 78,968 | | 750,591 | | | 2/6/2024(4) | | | | | | | 32,305 | 428,687 | | | 4/23/2024(5) | | | | | | | 6,243 | 100,949 | | Glenn F. Hickey | N/A (2) | 201,000 | 402,000 | 804,000 | | | | | | | | 2/6/2024(3) | | | | 19,742 | 39,484 | 78,968 | | 750,591 | | | 2/6/2024(4) | | | | | | | 32,305 | 428,687 |

  71. Grants of Plan-Based Awards in Fiscal Year 2024

    ____________ (1)The Board or the Compensation Committee approved the grants of the equity-based awards to the NEOs as follows: (A) the equity awards to all NEOs that were granted and approved on February 6, 2024; and (B) the equity awards granted to Mr. Leposky were granted and approved on April 23, 2024. (2)The amounts shown in this row reflect the estimated threshold, target and maximum amounts that could have been paid to the NEO under the 2024 annual incentive program, the material terms of which are described under “Executive Officer Compensation—Compensation Discussion and Analysis—Components of the 2024 Executive Compensation Program—Annual Incentive.” (3)The amounts shown represent the threshold, target and maximum number of shares subject to PRSU awards that were granted to the NEOs in 2024. The number of PRSUs that will be eligible to vest is determined based on the Company’s calculated rTSR ranked on a percentile basis against the calculated TSR for the companies listed in the LTIP Reference Group, over a three-year performance period beginning January 1, 2024 and ending December 31, 2026. Each PRSU represents the right to receive one share of Common Stock upon vesting of the award. Subject to the achievement of the requisite performance, the PRSUs are scheduled to vest on the third anniversary of the grant date. PRSUs do not have voting rights or dividend equivalent rights. See “Executive Officer Compensation-Compensation Discussion and Analysis-Components of the 2024 Executive Compensation Program-Annual Long-Term Equity Incentives.” (4)The amounts shown reflect the number of shares underlying RSU awards granted to the NEOs in 2024. Each RSU represents the right to receive one share of Common Stock upon vesting of the award. These RSUs vest ratably over a three-year period (with one-third of the underlying units vesting on each of the first three anniversaries of the grant date), subject to continued employment through the vesting date. RSUs do not have voting rights, but may accrue dividend equivalent rights in the form of additional RSUs. The additional RSUs vest only to the extent the underlying RSUs vest. (5)The amount reflects the number of shares underlying an RSU award granted to Mr. Leposky in April 2024 in recognition of additional responsibilities he has assumed on an interim basis with respect to the Jack Wolfskin business. Each RSU represents the right to receive one share of the Company’s Common Stock upon vesting of the award. Pursuant to the terms of the award, the RSUs are scheduled to vest in full on April 23, 2026, subject to continued employment through the vesting date.

  72. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  73. Outstanding Equity Awards at Fiscal Year-End 2024

    | | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Oliver G. (Chip) Brewer III | 2/6/2024(2) | 116,655 | $916,908 | — | | $— | | | 2/6/2024(3) | — | $— | 349,965 | | $2,750,725 | | | 2/22/2023(2) | 44,933 | $353,173 | — | | $— | | | 2/22/2023(4) | — | $— | 202,199 | | $1,589,284 | | | 2/17/2022(2) | 19,057 | $149,788 | — | — | $— | | | 2/17/2022(5) | — | $— | 171,518 | | $1,348,131 | | | 3/8/2021(6) | 347,938 | $2,734,793 | — | | $— | | Brian P. Lynch. | 2/6/2024(2) | 48,757 | $380,872 | — | | $— | | | 2/6/2024(3) | — | $— | 59,225 | | $465,509 | | | 2/22/2023(2) | 18,664 | $146,699 | — | | $— | | | 2/22/2023(4) | — | $— | 34,219 | | $268,961 | | | 2/17/2022(2) | 7,796 | $61,277 | — | | $— | | | 2/17/2022(5) | — | $— | 28,587 | | $224,694 | | | 3/8/2021(6) | 115,979 | $911,595 | — | | $— | | Arthur F. Starrs | 2/6/2024(2) | 80,761 | $634,781 | — | | $— | | | 2/6/2024(3) | — | $— | 98,708 | | $775,845 | | | 2/22/2023(2) | 27,997 | $220,056 | — | | $— | | | 2/22/2023(4) | — | $— | 51,328 | | $403,438 | | | 2/17/2022(2) | 9,355 | $73,530 | — | | $— | | | 2/17/2022(5) | — | $— | 34,304 | | $269,629 | | Mark F. Leposky | 4/23/2024(7) | 6,243 | $49,070 | — | | $— | | | 2/6/2024(2) | 32,305 | $253,917 | — | | $— | | | 2/6/2024(3) | — | $— | 39,484 | | $310,344 | | | 2/22/2023(2) | 12,443 | $97,802 | — | | $— | | | 2/22/2023(4) | — | $— | 22,813 | | $179,310 | | | 2/17/2022(2) | 4,989 | $39,214 | — | | $— | | | 2/17/2022(5) | — | $— | 18,296 | | $143,807 | | Glenn F. Hickey | 2/6/2024(2) | 32,305 | $253,917 | — | | $— | | | 2/6/2024(3) | — | $— | 39,484 | | $310,344 | | | 2/22/2023(2) | 12,443 | $97,802 | — | | $— | | | 2/22/2023(4) | — | $— | 22,813 | | $179,310 | | | 2/17/2022(2) | 4,989 | $39,214 | — | | $— | | | 2/17/2022(5) | — | $— | 18,296 | | $143,807 |

  74. Outstanding Equity Awards at Fiscal Year-End 2024

    (1)Market value based on $7.86 per share, which was the closing market price of the Common Stock on December 31, 2024. (2)Amounts represent RSU awards that generally vest ratably over a three-year period (with one-third of the underlying units vesting on each of the first three anniversaries of the grant date, subject to continued employment through the vesting date), including additional shares that may be issued pursuant to accrued dividend equivalent rights. Each RSU represents the right to receive one share of Common Stock upon vesting, subject to accelerated vesting as described under “Executive Officer Compensation—Compensation Discussion and Analysis—Severance Arrangements” and “—Change-in-Control Arrangements.” (3)Amounts represent PRSU awards granted in 2024 that generally vest in full on the third anniversary of the grant date. Each PRSU represents the right to receive one share of Common Stock upon vesting. The number of PRSUs that are eligible to vest will be determined based on the Company’s calculated rTSR ranked on a percentile basis against the calculated TSR for the companies listed in the LTIP Reference Group over a three-year performance period beginning January 1, 2024 and ending December 31, 2026. The number of PRSUs in which a NEO remains eligible to vest is reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column assuming performance at the “target” level. An NEO is eligible to vest in up to 200% of the “target” number of PRSUs if the “maximum” level of performance is achieved. The awards are subject to accelerated vesting as described under “Executive Officer Compensation—Compensation Discussion and Analysis—Severance Arrangements” and “—Change-in-Control Arrangements.” (4)Amounts represent PRSU awards granted in 2023 that generally vest in full on the third anniversary of the grant date. Each PRSU represents the right to receive one share of Common Stock upon vesting. The number of PRSUs that are eligible to vest will be determined based on the Company’s calculated rTSR ranked on a percentile basis against the calculated TSR for the companies listed in the LTIP Reference Group over a three-year performance period beginning January 1, 2023 and ending December 31, 2025. The number of PRSUs in which a NEO remains eligible to vest is reported in the “Equity Incentive Plan An NEO is eligible to vest in up to 200% of the “target” number of PRSUs if the “maximum” level of performance is achieved. The awards are subject to accelerated vesting as described under “Executive Officer Compensation—Compensation Discussion and Analysis—Severance Arrangements” and “—Change-in-Control Arrangements.” (5)Amounts represent PRSU awards granted in 2022 that were eligible to vest in full on the third anniversary of the grant date. Each PRSU represents the right to receive one share of Common Stock upon vesting. The number of PRSUs that are eligible to vest was determined based on the Company’s calculated rTSR ranked on a percentile basis against the calculated TSR for the companies listed in the LTIP Reference Group over a three-year performance period beginning January 1, 2022 and ending December 31, 2024. The number of PRSUs in which a NEO remains eligible to vest is reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column assuming performance at the “target” level. An NEO was eligible to vest in up to 200% of the “target” number of PRSUs if the “maximum” level of performance is achieved. In February 2025, the Compensation Committee determined that performance relative to such criteria was not achieved, and the awards were forfeited. The awards are subject to accelerated vesting as described under “Executive Officer Compensation—Compensation Discussion and Analysis—Severance Arrangements” and “—Change-in-Control Arrangements.” (6)Amounts represent PRSU awards granted in 2021 as special, one-time transaction awards in connection with the Topgolf merger that generally vest as follows: 50% of the PRSUs eligible to vest based on performance during the three-year performance period vested on the third anniversary of the grant date and the remaining 50% of the PRSUs will vest on the fourth anniversary of the grant date. The number of PRSUs that were eligible to vest was determined based on the measurement of cumulative Adjusted EBITDA over a three-year performance period beginning January 1, 2021 and ending December 31, 2023. The NEOs were eligible to vest in up to 150% of the “target” PRSUs subject to these awards. In February 2024, the Compensation Committee determined that performance relative to such criteria was achieved at the maximum level. As a result, 150% of the “target” number of PRSUs were earned. The initial 50% of the award vested in March 2024 and the remaining 50% of the award vested in March 2025. The awards were subject to accelerated vesting as described under “Executive Officer Compensation—Compensation Discussion and Analysis—Severance Arrangements” and “—Change-in-Control Arrangements.” (7)Amounts represent RSU awards that vest in full on the second anniversary of the grant date. Each RSU represents the right to receive one share of Common Stock upon vesting. No portion of the awards vest prior to the second anniversary of the grant date, subject to accelerated vesting as described under “Executive Officer Compensation—Compensation Discussion and Analysis— Severance Arrangements” and “—Change-in-Control Arrangements.”

  75. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table sets forth information regarding options and stock appreciation rights exercised and stock awards vested during fiscal year 2024 for the NEOs:

  76. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of shares acquired on vesting (#)(1) | Value Realized on Vesting ($)(2) | | Oliver G. (Chip) Brewer III | — | — | 579,308 | $9,083,594 | | Brian P. Lynch | — | — | 173,340 | $2,717,971 | | Arthur F. Starrs | — | — | 184,131 | $2,983,047 | | Mark F. Leposky | — | — | 54,716 | $857,947 | | Glenn F. Hickey | — | — | 54,716 | $857,947 |

  77. Option Exercises and Stock Vested in Fiscal Year 2024

    ____________ (1)The number of shares reported in this column reflects the gross number of RSUs/PRSUs that vested prior to tax withholding. The RSUs/PRSUs were settled in shares of Common Stock. (2)The value realized on vesting is based upon the gross shares underlying the RSUs/PRSUs that vested multiplied by the closing price of the Common Stock on the vesting date.

  78. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control Each of the NEOs has an employment agreement with the Company, or in the case of Mr. Starrs with Topgolf International, Inc., that provides for potential payments to such executive officer or other benefits (e.g., acceleration of vesting of long-term incentive awards) under certain circumstances following termination of employment or upon a change-in-control of the Company. The types and amounts of these potential payments vary depending on the following circumstances: (i) voluntary resignation by the executive officer without good reason or termination by the Company for substantial cause, (ii) termination by the Company without substantial cause, termination by the executive officer for good reason or the Company failing to renew the employment agreement, (iii) a termination event within one year following a change-in-control, (iv) permanent disability of the executive officer, or (v) death of the executive officer. In addition, the terms governing the long-term incentive awards granted to each of the NEOs provide that the Compensation Committee may accelerate the vesting of the awards in connection with a change-in-control (or upon an involuntary termination following a change-in-control) in certain circumstances. The potential payments to be made under these varying circumstances, including the conditions and schedules for such payments, are described in this Proxy Statement under “Executive Officer Compensation—Compensation Discussion and Analysis—Employment Agreements.” That description also provides the relevant definitions of “substantial cause,” “change-in-control,” and “termination event.”

  79. Quantification of Payments upon Termination or Change-in-Control

    Quantification of Payments upon Termination or Change-in-Control The table below quantifies the potential payments and benefits that would be provided to each NEO currently employed by the Company under the termination or change-in-control circumstance listed, and the amounts shown are based upon a theoretical triggering event and assume, for illustrative purposes, that: (i) the triggering event took place on December 31, 2024 and are based on the $7.86 per share closing market price of the Common Stock on December 31, 2024; and (ii) the triggering event resulted in the immediate vesting of all unvested long-term incentives, as applicable. Whether the outstanding awards would actually vest or not in connection with a change-in-control will be determined by the nature of the transaction and the determination by the Compensation Committee. For purposes of this table, it is assumed that the awards are not assumed, continued or substituted for in connection with a change-in-control transaction and that, as a result, the Compensation Committee determines that such awards would vest in full. The actual amounts to be paid to any NEO in the event of his termination or a change-in-control, and the timing of such payments, and the value of any equity award acceleration benefits can only be determined at the time of, and under the circumstances of, an actual triggering event and in accordance with applicable law then in effect and reasonable interpretations thereof. The table does not include the value of any benefits to the extent they do not discriminate in scope, terms or operation, in favor of the NEOs and that are available generally to all salaried employees.

  80. Quantification of Payments upon Termination or Change-in-Control

    | | Termination by the Company without substantial cause, termination by employee for good reason, or failure by the Company to renew expired employment agreement | Termination event within 1-year following change-in-control (7) | Change-in- Control (no termination of employment) (7) | Permanent Disability | Death | | Oliver G. (Chip) Brewer III | | | | | | | Pro-rated short term incentive award(1) | $— | $— | $— | $— | $— | | RSUs and/or PRSUs(2) | $5,438,310 | $8,494,671 | $8,494,671 | $8,189,035 | $8,494,671 | | Portion of salary and target incentive(3) | $2,062,500 | $2,750,000 | $— | $550,000 | $— | | COBRA premiums(4)(5) | $42,357 | $56,477 | $— | $42,357 | $42,357 | | Tax & financial planning services(5) | $15,980 | $31,960 | $— | $— | $— | | Outplacement services(5) | $25,000 | $25,000 | $— | $— | $— | | Incentive Payments(5)(6) | $2,062,500 | $2,750,000 | $— | $— | $— | | Total | $9,646,647 | $14,108,108 | $8,494,671 | $8,781,392 | $8,537,028 |

  81. Quantification of Payments upon Termination or Change-in-Control

    | | Termination by the Company without substantial cause, termination by employee for good reason, or failure by the Company to renew expired employment agreement | Termination event within 1-year following change-in-control (7) | Change-in- Control (no termination of employment) (7) | Permanent Disability | Death | | Brian P. Lynch | | | | | | | Pro-rated short term incentive award(1) | $— | $— | $— | $— | $— | | RSUs and/or PRSUs(2) | $1,173,184 | $2,234,912 | $2,234,912 | $1,173,184 | $1,500,443 | | Portion of salary and target incentive(3) | $650,000 | $1,300,000 | $— | $325,000 | $— | | COBRA premiums(4)(5) | $18,243 | $36,485 | $— | $18,243 | $18,243 | | Tax & financial planning services(5) | $15,980 | $31,960 | $— | $— | $— | | Outplacement services(5) | $25,000 | $25,000 | $— | $— | $— | | Incentive Payments(5)(6) | $650,000 | $1,300,000 | $— | $— | $— | | Total | $2,532,407 | $4,928,357 | $2,234,912 | $1,516,427 | $1,518,686 | | Arthur F. Starrs | | | | | | | Pro-rated short term incentive award(1) | $615,400 | $615,400 | $615,400 | $615,400 | $615,400 | | RSUs and/or PRSUs(2) | $395,162 | $2,107,651 | $2,107,651 | $395,162 | $928,368 | | Portion of salary and target incentive(3) | $850,000 | $1,700,000 | $— | $425,000 | $— | | COBRA premiums(4)(5) | $24,474 | $48,949 | $— | $24,474 | $24,474 | | Tax & financial planning services(5) | $15,980 | $31,960 | $— | $— | $— | | Outplacement services(5) | $25,000 | $25,000 | $— | $— | $— | | Incentive Payments(5)(6) | $850,000 | $1,700,000 | $— | $— | $— | | Total | $2,776,016 | $6,228,960 | $2,723,051 | $1,460,036 | $1,568,242 | | Mark F. Leposky | | | | | | | Pro-rated short term incentive award(1) | $— | $— | $— | $— | $— | | RSUs and/or PRSUs(2) | $172,763 | $929,657 | $929,657 | $172,763 | $440,003 | | Portion of salary and target incentive(3) | $469,000 | $938,000 | $— | $268,000 | $— | | COBRA premiums(4)(5) | $18,243 | $36,485 | $— | $18,243 | $18,243 | | Tax & financial planning services(5) | $15,980 | $31,960 | $— | $— | $— | | Outplacement services(5) | $25,000 | $25,000 | $— | $— | $— | | Incentive Payments(5)(6) | $469,000 | $938,000 | $— | $— | $— | | Total | $1,169,986 | $2,899,102 | $929,657 | $459,006 | $458,246 | | Glenn F. Hickey | | | | | | | Pro-rated short term incentive award(1) | $— | $— | $— | $— | $— | | RSUs and/or PRSUs(2) | $172,763 | $880,587 | $880,587 | $172,763 | $390,933 | | Portion of salary and target incentive(3) | $469,000 | $938,000 | $— | $268,000 | $— | | COBRA premiums(4)(5) | $18,243 | $36,485 | $— | $18,243 | $18,243 | | Tax & financial planning services(5) | $15,980 | $31,960 | $— | $— | $— | | Outplacement services(5) | $25,000 | $25,000 | $— | $— | $— | | Incentive Payments(5)(6) | $469,000 | $938,000 | $— | $— | $— | | Total | $1,169,986 | $2,850,032 | $880,587 | $459,006 | $409,176 |

  82. Quantification of Payments upon Termination or Change-in-Control

    (1)Amounts shown represent the amount of annual incentive the NEO would have received had the NEO continued to perform services through the completion of the relevant performance period under the incentive plan and the evaluation of whether, and the degree to which, the performance criteria have been met (with any individual objectives deemed to be achieved at “target”), pro-rated over the portion of the year actually employed. (2)The values for RSUs and PRSUs reflect the aggregate market value of the number of shares underlying the units for which vesting would have accelerated and restrictions would have lapsed upon the triggering event based on the closing market price of the Common Stock on December 31, 2024. Such values assume, for the purposes of this table, that Company performance goals are met at the “target” level with respect to PRSUs. The number and market value of each NEO’s PRSUs that remain subject to achievement of Company performance goals are reported, assuming Company performance at the “target” level, in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” and the “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” columns, respectively, of the “Outstanding Equity Awards at Fiscal Year-End 2024” table. (3)Amounts shown represent the following based on the termination event: a.Termination by the Company without substantial cause, termination by employee for good reason, or failure by the Company to renew expired employment agreement: The total amount equal to 0.5 times (0.75 times for Mr. Brewer) the sum of the NEO’s most recent annual base salary and annual target incentive. b.Termination event within 1-year following a change-in-control: The total amount equal to 1.00 times the sum of the NEO’s most recent annual base salary and annual target incentive. c.Permanent Disability: The total amount equal to six (6) months of NEO’s then current base salary at the same rate as in effect on the date that the NEO is declared permanently disabled. (4)Amounts shown for COBRA insurance benefits are calculated through the applicable severance period and are based on premiums for COBRA coverage for health, dental, vision and prescription for up to 18 months following termination. Such COBRA premiums are calculated based on the coverage selected by the executive officers as of December 31, 2024 and are based on premium rates in effect at that time, which coverage and rates may vary during a severance period. (5)Amounts shown assume continuous compliance with the conditions for payment set forth in the applicable employment agreement. These payments may be delayed for six months following a termination event pursuant to Section 409A of the Code and the rules and regulations promulgated thereunder, and such amounts if delayed will be paid promptly after six months with interest calculated at the applicable one-year Treasury Bill rate. (6)Amounts shown represent the following based on the termination event: a.Termination by the Company without substantial cause, termination by employee for good reason, or failure by the Company to renew expired employment agreement: The total amount equal to 0.5 times (0.75 times for Mr. Brewer) the sum of the NEO’s most recent annual base salary and target incentive. b.Termination event within 1-year following a change-in-control: The total amount equal to 1.00 times the sum of the NEO’s most recent annual base salary and annual target incentive. (7)Amounts shown assume the NEO’s RSUs and PRSUs are not continued, assumed or replaced with equivalent awards by the successor or acquiring corporation (if any). Amounts payable to NEOs are subject to reduction in accordance with the executive’s employment agreement to avoid imposition of excise tax for “parachute payments” within the meaning of Section 280G of the Code. See “Executive Officer Compensation—Compensation Discussion and Analysis—Governance and Other Considerations—Excise Taxes,” above.

  83. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, the Company is providing the following information about the relationship of the annual total compensation of our employees (excluding our CEO), and the annual total compensation of Mr. Oliver G. (Chip) Brewer III, our Chief Executive Officer (our “CEO”). The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2024, our last completed fiscal year: •The annual total compensation of the median employee of our Company (excluding our CEO) calculated using the Summary Compensation Table methodology was $27,279; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table, was $9,378,565.

  84. CEO Pay Ratio

    | Based on this information, for 2024, the ratio of the annual total compensation of Mr. Brewer, our CEO, to the annual total compensation of our median employee was 344:1. |

  85. CEO Pay Ratio

    The median employee used in this calculation was determined from a direct determination of our total global employee population (excluding the CEO) as of December 31, 2024, using a consistently applied compensation measure of actual cash received, which includes base pay, overtime, sales compensation, broadly offered annual incentives, and traditional allowances, in calendar year 2024. We ranked our employees from the highest paid to lowest paid, and selected our median employee at the midpoint. Where allowed under SEC rules, we annualized compensation through December 31, 2024 for employees newly hired in 2024. Non-US employee compensation was converted to US dollars based on the 2024 average of daily exchange rates.

  86. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information concerning: (1) the compensation of the Company’s President, CEO, and Director (Mr. Brewer) and the average compensation for the Company’s other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024, and (2) the Company’s cumulative total shareholder return (“TSR”), the cumulative TSR of the Company’s comparator group (“Comparator Group TSR”), net income and Adjusted EBITDA for each such fiscal year in accordance with SEC rules:

  87. Pay Versus Performance Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for Mr. Brewer ($) | Compensation Actually Paid to Mr. Brewer ($)(1) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(2) | Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2) | Total Shareholder Return ($) | S&P 1500 Consumer Discretionary Total Shareholder Return ($)(3) | Net Income/(Loss)(4) (thousands) | Adjusted EBITDA (thousands) (5) | | 2024 | $9,378,565 | $(2,129,079) | $2,618,961 | $764,795 | $37.12 | $192.08 | $(1,447,700) | $587,700 | | 2023 | $11,105,846 | $(2,978,235) | $2,822,122 | $434,874 | $67.72 | $150.42 | $95,045 | $596,551 | | 2022 | $11,031,398 | $(126,863) | $2,894,485 | $1,234,709 | $93.27 | $107.00 | $157,896 | $558,149 | | 2021 | $27,135,201 | $39,523,269 | $4,967,201 | $6,179,836 | $129.59 | $166.41 | $321,988 | $447,651 | | 2020 | $4,929,381 | $8,678,767 | $1,059,398 | $1,188,583 | $113.39 | $132.88 | $(126,934) | $164,835 |

  88. Pay Versus Performance Table

    1.The following individuals were the Company’s NEOs for the applicable fiscal year:

  89. Pay Versus Performance Table

    | Year | CEO | Non-CEO NEOs | | 2024 | Oliver G. (Chip) Brewer III | Brian P. Lynch, Arthur F. Starrs, Mark F. Leposky and Glenn F. Hickey | | 2023 | Oliver G. (Chip) Brewer III | Brian P. Lynch, Arthur F. Starrs, Glenn F. Hickey and Mark F. Leposky | | 2022 | Oliver G. (Chip) Brewer III | Brian P. Lynch, Arthur F. Starrs, Glenn F. Hickey and Mark F. Leposky | | 2021 | Oliver G. (Chip) Brewer III | Brian P. Lynch, Arthur F. Starrs, Glenn F. Hickey and Mark F. Leposky | | 2020 | Oliver G. (Chip) Brewer III | Brian P. Lynch, Joseph B. Flannery, Glenn F. Hickey, Mark F. Leposky and Melody Harris-Jensbach |

  90. Pay Versus Performance Table

    2.Compensation actually paid to the Company’s NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  91. Pay Versus Performance Table

    | | 2020 | | 2021 | | 2022 | | 2023 | | 2024 | | | Adjustments | Mr. Brewer | Average non-CEO NEOs | Mr. Brewer | Average non-CEO NEOs | Mr. Brewer | Average non-CEO NEOs | Mr. Brewer | Average non-CEO NEOs | Mr. Brewer | Average non-CEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(4,098,675) | $(405,564) | $(23,566,049) | $(3,619,359) | $(7,286,664) | $(1,338,876) | $(8,979,665) | $(1,829,831) | $(8,200,847) | $(1,794,134) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $4,314,058 | $406,438 | $29,596,579 | $4,202,344 | $5,765,298 | $989,456 | $3,016,776 | $717,271 | $2,704,721 | $689,942 |

  92. Pay Versus Performance Table

    | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $2,742,229 | $192,972 | $3,600,242 | $367,629 | $(8,167,460) | $(1,099,733) | $(9,164,903) | $(1,401,389) | $(5,802,887) | $(833,954) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $747,545 | $35,805 | $2,723,912 | $258,588 | $(1,484,471) | $(213,124) | $1,039,592 | $126,326 | $(208,631) | $83,979 | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $— | $(104,050) | $— | $— | $— | $— | $— | $— | $— | $— | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $44,228 | $3,584 | $33,384 | $3,434 | $15,036 | $2,502 | $4,119 | $375 | $— | $— | | TOTAL ADJUSTMENTS | $3,749,386 | $129,185 | $12,388,068 | $1,212,635 | $(11,158,261) | $(1,659,776) | $(14,084,081) | $(2,387,248) | $(11,507,644) | $(1,854,166) |

  93. Pay Versus Performance Table

    The Company does not have a pension plan, therefore, there is no pension specific impact included in the compensation actually paid adjustments. Compensation actually paid does not reflect the actual amount of compensation earned by or paid to the CEO and the other NEOs during the applicable year. For information regarding the decisions made by the Compensation Committee for fiscal year 2024, see “Executive Officer Compensation - Compensation Discussion & Analysis.” 3.TSR is cumulative for the measurement periods beginning on January 1, 2020 and ending on December 31 of each of 2024, 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The S&P 1500 Consumer Discretionary Index is the Compensation Comparator Group for purposes of the peer group TSR reflected above, which is the industry specific index the Company uses in its Form 10-K. 4.In 2024, the Company’s net income was impacted by a goodwill impairment charge of $1,352.4 million and a trade name impairment charge of $99.6 million in its Topgolf reporting unit. 5.The Company chose Adjusted EBITDA as its Company Selected Measure because the Board and management use Adjusted EBITDA as a primary means of measuring the Company’s performance across periods. “Adjusted EBITDA” is calculated as earnings before interest, taxes, depreciation and amortization expenses, non-cash stock compensation expenses, and non-cash lease amortization expense, in addition to costs associated with certain non-recurring and non-cash items, as further described in Appendix A to this Proxy Statement. Appendix A also includes a reconciliation of Adjusted EBITDA to net income, the most directly comparable financial measure prepared in accordance with GAAP.

  94. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table

  95. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The following performance measures represent the most important financial performance measures used by the Company to link compensation actually paid to the NEOs to performance for the fiscal year ended December 31, 2024: a.Adjusted EBITDA; b.Topgolf Adjusted EBITDA; c.Topgolf Cash Flow; d.Contribution-to-Profit; and e.rTSR relative to the Comparator Group TSR.