DEF 14A of Acushnet Holdings Corp.
Filed Apr 19, 2024 · FY20230001672013-24-000017
BOARD NOMINEES
BOARD NOMINEES The following table sets forth the names and certain other information for our directors and director nominees as of the date of this proxy statement. Key biographical information for each of our director nominees is set forth below.
BOARD NOMINEES
| | | | | Committees of the Board | | | | Name | Position | Age | Director Since | Audit | Nominating & Corporate Governance | Compensation | | David Maher | President, Chief Executive Officer, Director | 56 | 2018 | | | | | Yoon Soo (Gene) Yoon | Chairman | 78 | 2011 | | | | | Leanne Cunningham | Director | 54 | 2023 | | | | | Gregory Hewett | Director | 55 | 2016 | | | | | Ho Yeon (Aaron) Lee | Director | 41 | 2022 | | | | | Jan Singer | Director | 60 | 2021 | | | | | Steven Tishman | Director | 67 | 2016 | | | | | Keun Chang (Kevin) Yoon | Director | 48 | 2019 | | | |
BOARD NOMINEES
| | Committee Chair | | Committee Member |
DIRECTOR NOMINEES
DIRECTOR NOMINEES Our Amended and Restated Certificate of Incorporation in effect as of the date hereof provides that any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock of the Company, voting separately as a series or together with one or more other such series, as the case may be) may be removed from office at any time, with or without cause, but only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class; provided, however, that at any time when Magnus or any successor or affiliates beneficially owns, in the aggregate, 50% or more of the then-outstanding shares of stock of the Company, any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock of the Company, voting separately as a series or together with one or more other such series, as the case may be) may be removed from office at any time, with or without cause, by the holders of a majority of the voting power of all the then-outstanding shares of stock of the Company. As of the Record Date, Magnus and its affiliates beneficially owned, in aggregate, 52.4% in voting power of the then-outstanding shares of stock of the Company.
DIRECTOR NOMINEES
| David Maher | Title: President, Chief Executive Officer, Director Age: 56 Director Since: 2018 | | | David Maher joined the Company in May 1991 and was appointed President and Chief Executive Officer of Acushnet Holdings Corp. and Acushnet Company, our operating subsidiary, effective January 1, 2018. From 2001 through 2017, Mr. Maher held a variety of roles at the Company’s Fairhaven, Massachusetts headquarters, including Vice President, Titleist U.S. Sales; Senior Vice President, Titleist Worldwide Sales and Global Operations; and Chief Operating Officer. Prior to that, Mr. Maher spent several years in Northern California as a Titleist Sales Representative and Northwest Regional Sales Manager, and previously gained valuable experience in the Company’s professional development program, working at the Company’s golf ball operations in Massachusetts, the FootJoy factory in Brockton, Massachusetts and in the Company’s Southern California golf club operations. | | | Mr. Maher was selected to serve on our Board of Directors because of his extensive experience as an executive in the golf industry. |
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| Yoon Soo (Gene) Yoon | Title: Chairman, Director Age: 78 Director Since: 2011 | | | Yoon Soo (Gene) Yoon has been the Chairman of Fila since 1994 and was the Chief Executive Officer of Fila from 1991 until March 2018. Fila's common stock is publicly traded and its shares are listed on the Korea Stock Exchange. Mr. Yoon served as the Chairman of the Board of Directors of Acushnet Company from 2011 to October 2016 and served as the President of Acushnet Holdings Corp. from 2011 until May 2016. Mr. Yoon is the father of Keun Chang (Kevin) Yoon. | | | Mr. Yoon was selected to serve on our Board of Directors because of his knowledge and experience in consumer products. |
DIRECTOR NOMINEES
| Leanne Cunningham | Title: Director Age: 54 Director Since: 2023 | | | Leanne Cunningham has been Executive Vice President and Chief Financial Officer of the Brown-Forman Corporation since July 2021, responsible for Corporate Development, Corporate Strategy, Global Financial Planning and Analysis, Shareholder Relations and all Accounting and Finance functions. From 1995 through June 2021, Ms. Cunningham held a variety of roles at Brown-Forman, including SVP, Shareholder Relations from August 2019 to June 2021, SVP, General Manager from 2015 to 2019, during which she oversaw production operations in over 13 countries, and VP, Finance Global Production from 2013 to 2015. | | | Ms. Cunningham was selected to serve on our Board of Directors because of her multi-faceted background, operational experience in consumer products and financial expertise. |
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| Gregory Hewett | Title: Director Age: 55 Director Since: 2016 | | | Gregory Hewett is the principal of GH Consulting LLC, a private consultancy for businesses and institutional investors that he founded in March 2015. Prior to that, Mr. Hewett served in various capacities at The Blackstone Group L.P. from August 2005 through February 2015, including most recently as a Senior Managing Director. Prior to joining Blackstone, Mr. Hewett served as a director in the Investment Banking Division of Credit Suisse First Boston, which he joined in 2000 when it acquired Donaldson, Lufkin & Jenrette, where he was an Associate in the Investment Banking Division. Prior to joining Donaldson, Lufkin & Jenrette, Mr. Hewett practiced law at Bryan Cave LLP. | | | Mr. Hewett was selected to serve on our Board of Directors because of his multi-faceted background and experience and knowledge in finance, business strategy and management. |
DIRECTOR NOMINEES
| Ho Yeon (Aaron) Lee | Title: Director Age: 41 Director Since: 2022 | | | Ho Yeon (Aaron) Lee has been the Chief Financial Officer of Fila since September 2021 and the Head of Fila's Corporate Strategy Office since January 2018, and has held a number of other positions since joining Fila in 2016. Mr. Lee has also been the President of Magnus Holdings Corp. since March 2021 and a member of the board of directors of Fila Luxembourg S.à.r.l., a subsidiary of Fila, since 2019. Prior to joining Fila, Mr. Lee worked at Samsungbioepis Co., Ltd., assisting in development and commercialization of various biopharmaceutical products. | | | Mr. Lee was selected to serve on our Board of Directors because of his financial expertise and operational experience and knowledge in the consumer and sporting goods industry. |
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| Jan Singer | Title: Director Age: 60 Director Since: 2021 | | | Jan Singer served as the Chief Executive Officer of J. Crew Group, Inc. ("J.Crew") from February 2020 to December 2020. Previously, Ms. Singer served as the Chief Executive Officer of Victoria's Secret Lingerie from 2016 to 2019 and the Chief Executive Officer of Spanx, Inc. from 2014 to 2016, in addition to previous roles at Nike, Reebok, Prada, Calvin Klein, and Chanel. Ms. Singer currently serves on the board of directors of the Brown-Forman Corporation and previously served on the boards of directors of J.Crew, Supernova Partners Acquisition Co. III Ltd. and Kate Spade & Company. | | | Ms. Singer was selected to serve on our Board of Directors because of her multi-faceted background, knowledge and operational experience in consumer products and experience serving on other boards of directors. |
DIRECTOR NOMINEES
| Steven Tishman | Title: Director Age: 67 Director Since: 2016 | | | Steven Tishman is a Managing Director and Global Head of the Mergers and Acquisitions Group at Houlihan Lokey, where he is also a member of the firm's Management Committee and Co-Head of the firm's M&A Commitment Committee. Mr. Tishman joined Houlihan Lokey in January 2012. Previously, Mr. Tishman was a Managing Director at Rothschild Inc., where he served from 2002 to 2012. Prior to joining Rothschild, Mr. Tishman was a Managing Director of Robertson Stephens Inc. from 1999 to 2002, and was a Senior Managing Director of Bear, Stearns & Co. Inc. from 1993 to 1999. Mr. Tishman was previously a trustee of GoodHaven Funds Trust and director of Cedar Fair L.P., Nautica Enterprises, Inc., Claire's Stores, Inc. and Odimo, Inc. | | | Mr. Tishman was selected to serve on our Board of Directors because of his extensive experience in finance and management and experience serving on other public company boards of directors. |
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| Keun Chang (Kevin) Yoon | Title: Director Age: 48 Director Since: 2019 | | | Keun Chang (Kevin) Yoon has been the President and Chief Executive Officer of Fila since March 2018. Fila's common stock is publicly traded and listed on the Korea Stock Exchange. Mr. Yoon also served as Chief Financial Officer and Executive Vice President of the Strategic Planning and Footwear Division of Fila from July 2016 until March 2018. Mr. Yoon has also served multiple roles including Manager of Footwear Sourcing, Vice President and Chief Financial Officer of Fila North America as well as other Fila affiliations from February 2009 until October 2016. Mr. Yoon is the son of Yoon Soo (Gene) Yoon. | | | Mr. Yoon was selected to serve on our Board of Directors because of his knowledge and operational experience in the consumer and sporting goods industry. |
ROLE OF THE COMPENSATION COMMITTEE, THE BOARD AND EXECUTIVES IN COMPENSATION DECISIONS
ROLE OF THE COMPENSATION COMMITTEE, THE BOARD AND EXECUTIVES IN COMPENSATION DECISIONS The Compensation Committee seeks to implement an executive compensation program that reflects the business priorities of the Company and is designed to attract, motivate and retain top-level executives and that is also aligned with short- and long-term value creation. The Compensation Committee is responsible for overseeing all aspects of our executive compensation program, including determining and approving base salaries, annual incentive compensation, long-term incentive compensation and other benefits provided to the named executive officers. Specific decisions made by our Compensation Committee with respect to the compensation of our named executive officers for 2023, as described in more detail below, were also generally ratified by the full Board. The Compensation Committee considers executive compensation matters with input and recommendations from Pearl Meyer, as well as from the Company's President and CEO and its Executive Vice President and Chief People Officer (other than with respect to their own compensation). The Company’s Executive Vice President, CFO and other members of senior management also participate in setting the Company’s business plan that informs the short- and long-term performance targets established by the Compensation Committee for use in the Company’s annual cash and long-term incentive programs.
RESOURCES GUIDING COMPENSATION DECISIONS
| Internal References | External References | | •Historical company and individual performance | •Direct competitor and peer group pay data | | •Business strategy and outlook | •Industry/broader market survey pay data | | •Position criticality and demand | •Performance compared to competitors/market |
RESOURCES GUIDING COMPENSATION DECISIONS
The Compensation Committee has engaged Pearl Meyer as its independent outside compensation consultant to provide advice about whether the Company’s compensation program is generally consistent with the Company’s guiding principles and continues to be aligned with stockholder interests and with evolving best practices. Pearl Meyer representatives report directly to the Compensation Committee, generally attend each Compensation Committee meeting and have assisted the Compensation Committee in assessing comparative market data and compensation trends that are relevant to the setting of the Company’s compensation levels for 2023 and beyond. The Company’s peer group is reviewed periodically, with input from Pearl Meyer, and updated as appropriate to ensure that the companies in the peer group continue to serve as a reasonable source of comparison for compensation purposes. The methodology used to review the peer group seeks to identify companies that (1) are comparable in size, (2) are global, (3) offer branded products and (4) manufacture their own products. The Compensation Committee has responsibility for formally reviewing and approving the peer group companies. The Company’s peer group, as determined by the Compensation Committee, for purposes of 2023 executive compensation decisions consisted of the 13 companies set forth below.
COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM The 2023 executive compensation program consists of base salary and annual cash incentives, together with equity compensation for each named executive officer, which was granted in the form of restricted stock units ("RSUs") and performance stock units ("PSUs"). These equity grants were intended to motivate performance for 2023, 2024 and 2025. Each element of compensation, discussed further below, is intended to reward and motivate executives in different ways consistent with the Company’s overall guiding principles for compensation. The amount of total compensation intended to come from each element varies with an executive’s position, level of responsibility, experience and demand for the position, and reflects the principles that total compensation should increase with position, responsibility and experience and that a greater percentage of an executive’s total compensation should be tied to corporate performance, and therefore be at risk, as an executive’s position and responsibilities increase.
COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
| Element of Pay | Summary | Purpose | | Base Salary | Fixed compensation provided for service in a particular role | Provide a secure form of income for executives | | Annual Cash Incentive | Adjusted EBITDA(1) based incentive plan | Incentivize achievement of the annual operating plan | | RSUs | Time-based equity awards | Retain executives over the long-term and align management and stockholder interests | | PSUs | Performance-based equity awards that vest upon the achievement of operating income and return on invested capital metrics | Motivate executives to achieve superior business results that focus on profitability and the effective use of capital and also align management and stockholder interests | | Other | Retirement benefits provided through a 401(k) Plan participant match, and limited perquisites, which may include reimbursement of golf club initiation fees and dues, financial planning services, and golf equipment, gear and wear | Encourage retirement savings and enhance visibility of the Company's brands in the golf industry |
ANNUAL CASH INCENTIVES
ANNUAL CASH INCENTIVES In addition to receiving a base salary, each named executive officer has the opportunity to earn an annual cash incentive, which serves as the short-term incentive compensation element of our executive compensation program. As noted above, the annual cash incentive payment is based upon the Company’s Adjusted EBITDA achieved for the fiscal year and is intended to incentivize our named executive officers to drive a high level of corporate performance and execute the Company's annual business plan. The Compensation Committee chose Adjusted EBITDA as the metric for our annual cash incentives because it is an important measure of the Company's financial performance and rewards increased Company profitability. In addition, this metric provides a consistent measure that is well understood by our employees and is the primary metric used in our credit facility and in the development of our strategic plans. Annual Cash Incentive Opportunity For 2023, annual cash incentive opportunities for the named executive officers were dependent upon the Company achieving certain Adjusted EBITDA targets, with correspondingly higher incentive payouts for stronger performance, up to a maximum award level.
ANNUAL CASH INCENTIVES
| | Threshold (50%) | Target (100%) | Maximum (200%) | | Adjusted EBITDA | $304.3M | $358.0M | $411.7M | | Percentage of target | 85% | 100% | 115% | | Payout opportunity (as a % of target) | 50% | 100% | 200% |
ANNUAL CASH INCENTIVES
If the Company’s Adjusted EBITDA results are between threshold and target levels, or between target and maximum levels, straight line interpolation is used to determine the percentage of the incentive target that is achieved. When setting the threshold, target and maximum levels of the Adjusted EBITDA performance goal for 2023, the Compensation Committee considered the Company’s performance in 2022, the Company’s 2023 operational goals and the competitive climate in the marketplace and the ranges utilized by companies within the Company's peer group. Each named executive officer's incentive
ANNUAL CASH INCENTIVES
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ANNUAL CASH INCENTIVES
target was set as a percentage of base salary, reflecting his or her position, responsibility and experience, and was set to be competitive with the cash bonus and total compensation of similarly positioned executives of comparable companies. The 2023 incentive target, as a percentage of base salary, for Mr. Maher was increased by 5% from his 2022 incentive target based on the Compensation Committee's determination that such an increase would further align Mr. Maher's annual incentive opportunity with that of executives holding similar positions at companies within our composite market group. The Compensation Committee determined to leave the 2023 incentive targets for each of Ms. Bohn and Messrs. Pacheco, Pelisek and Linder unchanged from their respective 2022 incentive targets. Mr. Sullivan's 2023 incentive target was set at the time of his hire based on his experience and his expected level of responsibilities. Each year, the Compensation Committee evaluates the potential annual cash incentive opportunities that could be earned by each of the named executive officers based on achievement of the threshold, target and maximum levels of the Adjusted EBITDA performance goal established by the Compensation Committee, as well as the Company's most recent achievement levels for annual cash incentive awards, in order to ensure that the annual cash incentive program continues to be aligned with the Company's general compensation principles discussed above. The chart below lists the annual cash incentive performance payout percentages from 2018 through 2022:
ANNUAL CASH INCENTIVES
| 2018 | 2019 | 2020 | 2021 | 2022 | | 105.3% | 96.0% | 121.0% | 200.0% | 98.1% |
ANNUAL CASH INCENTIVES
Incentive targets for 2023 for each of the named executive officers were as follows:
ANNUAL CASH INCENTIVES
| Name | Targeted % of Base Salary (%) | Base Salary ($) | Target Incentive ($) | | David Maher | 120 | 1,082,000 | 1,298,400 | | Sean Sullivan | 85 | 675,000 | 573,750 | | Steven Pelisek | 65 | 575,000 | 373,750 | | Mary Louise Bohn | 65 | 575,000 | 373,750 | | Christopher Lindner | 65 | 575,000 | 373,750 | | Thomas Pacheco | 65 | 570,000 | 370,500 |
ANNUAL CASH INCENTIVES
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Actual 2023 Annual Cash Incentive Payout The Company achieved 2023 Adjusted EBITDA(1) of $376.1 million, resulting in an achievement level of 133.8% of the target incentive for each of the named executive officers. The Compensation Committee determined that these payouts were appropriate and did not exercise any additional positive or negative discretion with respect to the 2023 incentive program payouts, which are set forth in the table below.
ANNUAL CASH INCENTIVES
| Name | Incentive Target ($) | Achievement Level (%) | Incentive Payout(2) ($) | | David Maher | 1,298,400 | 133.8 | 1,737,259 | | Sean Sullivan | 573,750 | 133.8 | 767,678 | | Steven Pelisek | 373,750 | 133.8 | 500,078 | | Mary Louise Bohn | 373,750 | 133.8 | 500,078 | | Christopher Lindner | 373,750 | 133.8 | 500,078 |
ANNUAL CASH INCENTIVES
(1) See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Measures," Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2023, for a reconciliation of Adjusted EBITDA to net income attributable to Acushnet Holdings Corp., the most directly comparable GAAP financial measure. (2) Under the terms of the Letter Agreement (as defined below), Mr. Pacheco received a lump sum payment equal to his target annual bonus for 2023 in connection with his separation from the Company.
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LONG-TERM INCENTIVES
LONG-TERM INCENTIVES 2021-2023 PSUs. Consistent with its compensation philosophy of aligning executive compensation with the Company’s long-term performance, the Compensation Committee granted PSUs in 2021 to the named executive officers employed by the Company at that time because it believed such grants incentivized the named executive officers to execute the Company's three-year strategic plan. The PSUs granted in 2021 vested on February 16, 2024 and were earned based on the Company's achievement of predetermined performance metrics. Fifty percent (50%) of these PSU awards were eligible to be earned based on the Company's achievement of certain three-year cumulative adjusted operating income goals and fifty percent (50%) were eligible to be earned based on the Company's three-year average return on invested capital. The Compensation Committee chose adjusted operating income because it measured how profitably management operated the Company over the three-year performance period and was distinct from the profitability metric (Adjusted EBITDA) used in the Company's annual cash incentive plan and chose return on invested capital because it measured the efficiency of the Company's deployment of capital. The Company's achievement against these two performance metrics, and the resulting percentages of PSUs that became earned based on these results, are set forth below.
2021-2023 PSU GOALS AND RESULTS
2021-2023 PSU GOALS AND RESULTS
2021-2023 PSU GOALS AND RESULTS
| | Adjusted Operating Income ($) (1) | Payout (%) | Return on Invested Capital (%) | Payout (%) | Combined | | Threshold | 498.4M | 50 | 7.8 | 50 | | | Target | 547.7M | 100 | 9.3 | 100 | | | Max | 597.0M | 200 | 10.8 | 200 | | | Achievement | 826.4M | 200 | 14.0 | 200 | 200 |
2021-2023 PSU GOALS AND RESULTS
(1) Adjusted Operating Income was calculated by excluding M&A transaction, restructuring and impairment expenses from the Company's income from operations for 2021, 2022 and 2023, as reported in the Company's audited financial statements. The actual number of PSUs earned by our named executive officers (other than Mr. Sullivan, who did not hold these awards) is equal to the target award opportunity for each individual multiplied by the payout percentage of 200% for the three-year cycle, as shown below:
2021-2023 PSU GOALS AND RESULTS
| Name | 2021 PSU Target Award (in shares) (#) | DERs Issued(1) (#) | Performance Factor (%) | Earned PSUs (in shares) (#) | | David Maher | 46,297 | 1,489 | 200 | 95,571 | | Steven Pelisek | 10,583 | — | 200 | 21,166 | | Mary Louise Bohn | 10,583 | 486 | 200 | 22,138 | | Christopher Lindner | 10,583 | — | 200 | 21,166 | | Thomas Pacheco | 9,921 | 456 | 200 | 20,753 |
2021-2023 PSU GOALS AND RESULTS
(1) Shares reported include dividend equivalent rights on shares deferred by Messrs. Maher and Pacheco and Ms. Bohn, pursuant to the Company's Employee Deferral Plan. Dividend equivalents were paid in cash for officers who elected not to defer the underlying shares subject to the PSUs. See "Compensation Discussion and Analysis-Components of our Executive Compensation Program-Deferred Compensation" below.
2021-2023 PSU GOALS AND RESULTS
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2023 RSU and PSU Grants. Consistent with its compensation philosophy, in 2023 the Compensation Committee granted a substantial portion of each named executive officer's total compensation in the form of long-term, stock-based, incentive compensation, as a means of aligning the interests of the named executive officers with those of the Company's stockholders. In addition, within the Company's long-term incentive compensation framework, the Compensation Committee continued to place a greater portion of the named executive officers' long-term compensation "at risk" in the form of PSUs, with the intent of ensuring that above-market compensation required above-market performance. Sixty percent (60%) of each named executive officer's long-term incentive grant value (measured at target and excluding, in the case of Mr. Sullivan, his new-hire RSU award) was issued in the form of PSUs, with the remaining forty percent (40%) issued in the form of RSUs. The RSUs (excluding Mr. Sullivan's new-hire RSU award, which vests ratably over a two-year period) vest ratably over a three-year period, generally subject to the named executive officer's continued employment with the Company through each vesting date, and the PSUs will cliff-vest after three years, generally subject to the named executive officer's continued employment with the Company and the Company's achievement of predetermined performance metrics. As with previous PSU grants, fifty percent (50%) of the PSU awards are eligible to be earned based on the Company's achievement of certain three-year cumulative adjusted operating income goals and fifty percent (50%) are eligible to be earned based on the Company's three-year average return on invested capital. The Compensation Committee's current intention is to make long-term incentive grants annually. In determining the target value of the RSUs and PSUs, the Compensation Committee worked with Pearl Meyer to review each named executive officer's total compensation in relation to comparative composite market group data and the Company's desire to link named executive officer compensation to stockholder return. Based on these considerations, the Compensation Committee established an annual target value for each executive officer's long-term incentive grants that was intended to appropriately incentivize the named executive officer to help the Company achieve and maintain its leadership position in the markets in which we compete. As a result, the long-term incentive annual target values were increased by 10% from the corresponding levels for 2022 for each of Ms. Bohn and Messrs. Pelisek and Lindner, and by 20% for Mr. Maher in recognition of the Company's strong performance in the prior year and to further strengthen their competitive pay positions. The Compensation Committee determined to leave Mr. Pacheco's long-term incentive annual target value unchanged from 2022. The target number of shares underlying the RSU and PSU awards was determined by reference to the fair value of our common stock as of the date the Compensation Committee approved the grants.
2021-2023 PSU GOALS AND RESULTS
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2023 LONG-TERM INCENTIVE GRANTS
2023 LONG-TERM INCENTIVE GRANTS
2023 LONG-TERM INCENTIVE GRANTS
| Name and Award Type | | Grant Date | Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards at Target ($) | | David Maher | | — | — | — | | | RSU | 2/10/2023 | 41,170 | 2,000,039 | | | PSU | 2/10/2023 | 61,754 | 3,000,009 | | Sean Sullivan | | — | — | — | | | RSU | 6/1/2023 | 17,479 | 800,014 | | | RSU(1) | 6/1/2023 | 76,470 | 3,500,032 | | | PSU | 6/1/2023 | 26,219 | 1,200,044 | | Steven Pelisek | | — | — | — | | | RSU | 2/10/2023 | 9,058 | 440,038 | | | PSU | 2/10/2023 | 13,586 | 660,008 | | Mary Louise Bohn | | — | — | — | | | RSU | 2/10/2023 | 9,058 | 440,038 | | | PSU | 2/10/2023 | 13,586 | 660,008 | | Christopher Lindner | | — | — | — | | | RSU | 2/10/2023 | 9,058 | 440,038 | | | PSU | 2/10/2023 | 13,586 | 660,008 | | Thomas Pacheco | | — | — | — | | | RSU(2) | 2/10/2023 | 6,588 | 320,045 | | | PSU(3) | 2/10/2023 | 9,881 | 480,019 |
2023 LONG-TERM INCENTIVE GRANTS
(1) Reflects RSUs granted to Mr. Sullivan as a new-hire award in connection with his appointment as the Company's Executive Vice President, CFO. (2) Includes 4,392 RSUs forfeited in connection with Mr. Pacheco's separation from the Company. (3) Fully forfeited in connection with Mr. Pacheco's separation from the Company.
2023 LONG-TERM INCENTIVE GRANTS
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RETIREE HEALTH BENEFITS
RETIREE HEALTH BENEFITS The Company maintains a retiree medical health plan, which provides medical coverage to employees who retire directly from the Company, have achieved the age of 55, have completed 10 or more years of service and were hired prior to January 1, 2004. The costs under this plan are shared between the Company and the retiree with the costs split based on years of service and date of retirement. This split is specific to each retiree and does not change over time. Under the plan, retirees and their spouses under age 65 are eligible for the same medical and dental plans available to active employees and retirees age 65 and over are eligible for retiree-specific plans. Each of Ms. Bohn and Messrs. Maher and Pelisek is eligible for the retiree medical plan. Messrs. Sullivan, Pacheco and Lindner are not eligible for the program based on their dates of hire.
DEFERRED COMPENSATION
DEFERRED COMPENSATION The Company established the Excess Deferral Plan II (“EDP”) in 2005 for the purpose of providing deferred compensation for a select group of management or highly compensated employees, including Ms. Bohn and Messrs. Maher and Pelisek. Our other named executive officers were either not participants in, or eligible for, the EDP. As of July 29, 2011, in connection with a prior sale of the Company, all Company matching contributions and employee contributions to the plan were frozen and employee salary and incentive deferral accounts were distributed. All that remains in the EDP is the portion of participants’ accounts attributable to Company matching credits to the plan made prior to July 29, 2011. See “Nonqualified Deferred Compensation for 2023” below for information relating to the EDP accounts of our named executive officers. In December 2017, the Company established the Employee Deferral Plan, a nonqualified deferred compensation plan, for the purpose of allowing eligible participants, including the named executive officers, to elect to defer the receipt of all or any portion of shares of our common stock issuable upon the vesting of PSUs and RSUs under the Acushnet Holdings Corp. 2015 Omnibus Incentive Plan (the "Equity Plan"). Participants who elect to defer PSUs and RSUs will be credited with dividend equivalent rights with respect to their deferred PSUs and RSUs to the extent the Company pays an ordinary cash dividend on our common stock. Mr. Maher and Ms. Bohn elected to defer the receipt of some or all of the shares under RSU awards that began to vest following the conclusion of the 2018 fiscal year, as well as shares under PSU awards that were earned based on Company performance for the three-year period ending December 31, 2021, and Mr. Pacheco elected to defer the receipt of shares under RSU awards that began to vest following the conclusion of the 2019 fiscal year, as further detailed below in “-Outstanding Equity Awards as of December 31, 2023.”
SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS
SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS Executive Severance Plan In 2023, all of our named executive officers except for Mr. Maher were eligible for severance benefits under the Acushnet Executive Severance Plan (the “Executive Severance Plan”) upon a termination of the executive’s employment, except in the event of a termination due to the named executive officer’s resignation (other than a voluntarily termination because his or her job location has been relocated more than 35 miles from the named executive officer’s former job location, for which severance benefits are payable), retirement, death, disability or cause. See “-Potential Payments Upon Termination or Change in Control” below for information relating to the severance payable to our named executive officers under the Executive Severance Plan. Mr. Maher’s severance and change in control entitlements are set forth in the CEO Agreement (as defined below). During the first quarter of 2019, the Executive Severance Plan was amended and restated to provide for (among other updates) a reduction in the amount of base salary and target bonus to be paid to a covered executive upon a qualifying termination of employment. The provisions of the amended plan, which were effective January 1, 2019, apply to those executives hired as, or promoted to, an executive officer on or after the effective date.
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| EXECUTIVE COMPENSATION | TABLE OF CONTENTS |
EXECUTIVE AGREEMENTS
EXECUTIVE AGREEMENTS In connection with Mr. Maher’s promotion to President and CEO, effective January 1, 2018, the Company and Mr. Maher entered into an employment agreement, effective on the same date, setting forth the terms and conditions of his employment with the Company (the “CEO Agreement”), including his initial base salary and target bonus under our annual cash incentive program (each of which has been subsequently increased) as well as the terms of an equity grant in the form of RSUs, which has now fully vested. Mr. Maher's severance entitlements under the CEO Agreement are described under "-Potential Payments Upon Termination or Change in Control" below. In connection with Mr. Sullivan's appointment as Executive Vice President, CFO, effective June 1, 2023, the Company and Mr. Sullivan entered into a letter agreement, effective on the same date, setting forth the terms and conditions of his employment with the Company (the "CFO Agreement"), including (i) his initial base salary and target bonus under our annual cash incentive program, (ii) the terms of an equity grant in the form of PSUs (which vest after a three-year period, subject to Company achievement against certain performance metrics) and RSUs (which vest ratably over a three-year period) with a grant date fair value of $2,000,000, (iii) the terms of a one-time new hire grant of RSUs equal to $3,500,000 (which vest ratably over a two-year period) based on the closing price of the Company's common stock on June 1, 2023 and (iv) reimbursement for relocation expenses and legal fees incurred in connection with commencing employment with the Company. Mr. Sullivan's severance entitlements under the CFO Agreement are described under "-Potential Payments Upon Termination or Change in Control" below. In connection with Mr. Pacheco’s separation from his role as the Company's Executive Vice President, CFO and CAO, the Company and Mr. Pacheco entered into a letter agreement setting forth the terms and conditions of Mr. Pacheco's separation (the "Letter Agreement"). Pursuant to the Letter Agreement, in exchange for Mr. Pacheco’s execution of a general release of claims in favor of the Company and his continued compliance with certain restrictive covenant obligations, Mr. Pacheco is receiving (i) continued payment of his base salary for a period of eighteen months following his separation from service and (ii) payment of the Company portion of COBRA premiums for the period specified in the Letter Agreement. Mr. Pacheco also received a lump sum payment equal to his target annual bonus for 2023. In addition, the RSUs and PSUs previously granted to Mr. Pacheco that were scheduled to vest on February 1 and 16, 2024, respectively, remained outstanding and vested on such dates in accordance with the terms of the applicable award agreements. All other unvested equity awards held by Mr. Pacheco at the time of his separation from service were forfeited for no consideration. For additional information on the payments and benefits that Mr. Pacheco received in connection with his separation from service with the Company, please see “Letter Agreement with Mr. Pacheco” below.
COMPENSATION RISK ASSESSMENT
COMPENSATION RISK ASSESSMENT The potential risks associated with the Company’s compensation programs were considered when these programs were established. It was the judgment of the Board that our compensation plans and policies do not encourage management to assume excessive risks and are not reasonably likely to have a material adverse effect on the Company. Factors considered by the Board in reaching this judgment included that: •the Company provides a competitive base salary, retirement and health benefits programs which are fixed amounts; •the Company maintains caps on its management incentive compensation programs; •the Company’s equity incentives vest over multiple years; •the Company maintains stock ownership guidelines that facilitate ownership and alignment with stockholders; •the Company sets performance thresholds that it believes are likely to be achieved, with greater performance requirements for target and maximum goals; •incentive compensation results are interpolated between the goals such that once the Company achieves the threshold goal, a small incremental improvement in performance does not result in a large incremental compensation payout; •the Compensation Committee retains the right to make negative discretionary adjustments to certain incentive awards to the extent warranted; and •the Compensation Committee has the right to cancel outstanding equity-based awards in certain circumstances.
Jan Singer
| Summary Compensation Table |
Jan Singer
| Name and Principal Position | Year | Base Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation($)(2) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($) | Total ($) | | David Maher President and Chief Executive Officer | 2023 | 1,082,000 | — | 5,000,048 | 1,737,259 | 965,037 | 54,373(4) | 8,838,717 | | | 2022 | 1,035,000 | — | 4,000,052 | 1,167,635 | — | 48,788 | 6,251,475 | | | 2021 | 1,000,000 | — | 3,500,068 | 2,100,000 | 1,444,372 | 47,785 | 8,092,225 | | Sean Sullivan(5) Executive Vice President, Chief Financial Officer | 2023 | 342,692 | — | 5,500,089 | 767,678 | — | 305,973(6) | 6,916,432 | | Steven Pelisek President - Titleist Golf Clubs | 2023 | 575,000 | — | 1,100,046 | 500,078 | 514,634 | 61,836(7) | 2,751,594 | | | 2022 | 545,000 | — | 1,000,046 | 347,519 | — | 23,061 | 1,915,626 | | | 2021 | 515,000 | — | 800,060 | 618,000 | 635,883 | 21,211 | 2,590,154 | | Mary Louise Bohn President - Titleist Golf Balls | 2023 | 575,000 | — | 1,100,046 | 500,078 | 489,414 | 54,667(8) | 2,719,205 | | | 2022 | 545,000 | — | 1,000,046 | 347,519 | — | 32,058 | 1,924,623 | | | 2021 | 515,000 | — | 800,060 | 618,000 | 644,472 | 40,386 | 2,617,918 | | Christopher Lindner President - FootJoy | 2023 | 575,000 | — | 1,100,046 | 500,078 | — | 25,819(9) | 2,200,943 | | | 2022 | 545,000 | — | 1,000,046 | 347,519 | — | 18,746 | 1,911,311 | | | 2021 | 515,000 | — | 800,060 | 618,000 | — | 27,257 | 1,960,317 | | Thomas Pacheco(10) Former Executive Vice President, Chief Financial Officer and Chief Accounting Officer | 2023 | 316,923 | — | 2,130,314(11) | — | — | 1,260,576(12) | 3,707,813 | | | 2022 | 545,000 | — | 800,072 | 347,519 | — | 26,830 | 1,719,421 | | | 2021 | 525,000 | — | 750,028 | 682,500 | — | 27,005 | 1,984,533 |
Jan Singer
| SUMMARY COMPENSATION TABLE | TABLE OF CONTENTS |
Jan Singer
| Grants of Plan-Based Awards in 2023 |
Jan Singer
| GRANTS OF PLAN-BASED AWARDS | TABLE OF CONTENTS |
Jan Singer
| Outstanding Equity Awards as of December 31, 2023 |
Jan Singer
| OUTSTANDING EQUITY AWARDS | TABLE OF CONTENTS |
Jan Singer
| Stock Vested in 2023 |
Jan Singer
| Pension Benefits for 2023 |
Jan Singer
| TABLE OF CONTENTS | PENSION BENEFITS |
Jan Singer
| Nonqualified Deferred Compensation for 2023 |
Jan Singer
| Potential Payments Upon Termination or Change in Control |
Jan Singer
| POTENTIAL PAYMENTS | TABLE OF CONTENTS |
Jan Singer
| Director Compensation |
Jan Singer
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Yoon Soo (Gene) Yoon | 172,740 | 164,988 | 337,728 | | Leanne Cunningham(3) | 58,551 | 134,965 | 193,516 | | Gregory Hewett(4) | 117,423 | 134,965 | 252,388 | | Ho Yeon (Aaron) Lee | 97,791 | 134,965 | 232,756 | | Jan Singer | 105,644 | 134,965 | 240,609 | | Sean Sullivan(5) | — | — | — | | Steven Tishman | 120,276 | 134,965 | 255,241 | | Keun Chang (Kevin) Yoon | 105,644 | 134,965 | 240,609 |
Jan Singer
| DIRECTOR COMPENSATION | TABLE OF CONTENTS |
2023 DIRECTOR COMPENSATION PROGRAM
2023 DIRECTOR COMPENSATION PROGRAM
2023 DIRECTOR COMPENSATION PROGRAM
| | | Chair ($) | Member ($) | | Annual Board Retainers: | | | | | | Cash Retainer(1) | 175,000 | 90,000 | | | Equity Retainer(1)(2) | 165,000 | 135,000 | | Annual Committee Cash Retainers: | | | | | | Audit Committee | 25,000 | 12,500 | | | Compensation Committee | 20,000 | 10,000 | | | Nominating and Corporate Governance(1) | 20,000 | 10,000 |
2023 DIRECTOR COMPENSATION PROGRAM
(1) In April 2023, the Compensation Committee increased each Board member's cash and equity retainers by $5,000 and $10,000, respectively, and increased the cash retainer of each member of the Nominating and Corporate Governance Committee by $5,000 to better align the compensation for each specified position with the compensation of directors that hold similar positions within our composite market group. (2) Reflects immediately vesting common stock.
2023 DIRECTOR COMPENSATION PROGRAM
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2023 DIRECTOR COMPENSATION PROGRAM
| Securities Authorized for Issuance Under Equity Compensation Plans |
2023 DIRECTOR COMPENSATION PROGRAM
The following table sets forth, as of December 31, 2023, certain information related to our compensation plans under which shares of the Company’s common stock may be issued.
2023 DIRECTOR COMPENSATION PROGRAM
| Plan Category | | Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (#) | Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in 1st Column) (#) | | Equity compensation plans approved by stockholders: | | | | | | | Acushnet Holdings Corp. 2015 Incentive Plan | 2,798,466(1) | | 2,677,898 | | | Equity compensation plans not approved by stockholders | — | N/A | — | | Total | | 2,798,466 | | 2,677,898 |
2023 DIRECTOR COMPENSATION PROGRAM
(1)Consists of 2,798,466 RSUs and PSUs (with PSUs reported at target).
2023 DIRECTOR COMPENSATION PROGRAM
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2023 DIRECTOR COMPENSATION PROGRAM
| Pay Ratio Disclosure |
2023 DIRECTOR COMPENSATION PROGRAM
We strive to create a compensation program that is competitive in terms of both the position and the geographic location in which our employees are located. Accordingly, our pay structures vary amongst employees based on position and geographic location. For 2023, we determined that the median of the annual total compensation of all of our employees, other than our CEO, Mr. Maher, was $14,955; Mr. Maher's 2023 annual total compensation was $8,838,717 and the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees other than our CEO was 591 to 1. To identify our median employee, we reviewed our employee population on December 31, 2023 and gathered 2023 year-end taxable wages, which was our consistently applied compensation measure, for all employees on this date (other than our CEO) in 30 countries around the world. Approximately sixty-seven percent (67%) of all of the employees included in this analysis are located in countries other than the United States. We then converted their 2023 year-end taxable wages to a common currency – the United States dollar (based on an average exchange rate for 2023) – and rank ordered the employees from the lowest paid to the highest paid to determine the median. The annual total compensation of this employee for 2023 was then determined in accordance with the SEC rules in the same manner that Mr. Maher's compensation was determined for purposes of the Summary Compensation Table and compared to the total annual compensation for Mr. Maher as reported in the Summary Compensation Table above. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
2023 DIRECTOR COMPENSATION PROGRAM
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2023 DIRECTOR COMPENSATION PROGRAM
| Pay Versus Performance |
2023 DIRECTOR COMPENSATION PROGRAM
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.” The Compensation Committee did not consider the Compensation Actually Paid measure below in making its compensation decisions for any of the years shown below.
2023 DIRECTOR COMPENSATION PROGRAM
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(3) ($) | Avg. Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Avg. Compensation Actually Paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income(5) ($) | Adjusted EBITDA(6) ($) | | | | | | | Total Shareholder Return ($) | Peer Group(4) Total Shareholder Return ($) | | | | 2023 | 8,838,717 | 17,884,184 | 3,659,197 | 5,189,793 | 207.15 | 123.22 | 198,429 | 376,138 | | 2022 | 6,251,475 | 3,428,881 | 1,867,745 | 1,166,106 | 137.18 | 103.89 | 199,278 | 338,408 | | 2021 | 8,092,225 | 22,206,757 | 2,288,230 | 5,171,829 | 168.75 | 147.06 | 178,873 | 328,337 | | 2020 | 6,793,749 | 8,875,803 | 1,975,066 | 2,399,933 | 127.18 | 120.19 | 96,006 | 233,184 |
2023 DIRECTOR COMPENSATION PROGRAM
(1) David Maher was the PEO for all four years in the table. (2) The Non-PEO NEOs for whom the Summary Compensation Table total average compensation is presented are: for 2023, Sean Sullivan, Thomas Pacheco, Mary Louise Bohn, Steven Pelisek and Christopher Lindner; and for 2022, 2021 and 2020, Thomas Pacheco, Mary Louise Bohn, Steven Pelisek and Christopher Lindner. (3) Amounts deducted from the Summary Compensation Table (“SCT”) total to calculate Compensation Actually Paid (“CAP”) to the PEO and the Non-PEO NEOs, respectively, for the years 2023, 2022, 2021 and 2020 are set forth in the tables below. The dollar amount of CAP is determined under SEC rules and does not reflect the actual amount of compensation earned by or paid to our PEO, or our Non-PEO NEOs as a group, for the applicable year. (4) The selected peer group, the S&P Consumer Apparel & Durables, is the same peer group used for performance comparisons under Item 201(e) of Regulation S-K in our Form 10-K, filed February 29, 2024 with the SEC. (5) Reflects net income of the Company (in thousands) reported in our Annual Report on Form 10-K for the applicable fiscal year. (6) Reflects the Company’s Adjusted EBITDA (in thousands), which is our company selected measure (“CSM”) as we believe it represents the most important financial performance measure used to link CAP to our NEOs to Company performance. Please see “Compensation Discussion and Analysis-Components of our Executive Compensation Program-Annual Cash Incentives” for information on how the Company determines Adjusted EBITDA.
2023 DIRECTOR COMPENSATION PROGRAM
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2023 DIRECTOR COMPENSATION PROGRAM
| PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |
PEO Compensation Actually Paid
PEO Compensation Actually Paid
PEO Compensation Actually Paid
| | a | b | c | d | e | | | Year | Summary Compensation Table Total ($) | Summary Compensation Table Value of Equity Awards ($) | Summary Compensation Table Change in Pension Value ($) | Change in Value of Equity Awards ($) | Pension Service Cost ($) | PEO CAP (a-b-c+d+e) ($) | | 2023 | 8,838,717 | -5,000,048 | -965,037 | 14,694,656 | 315,896 | 17,884,184 | | 2022 | 6,251,475 | -4,000,052 | — | 748,854 | 428,603 | 3,428,881 | | 2021 | 8,092,225 | -3,500,068 | -1,444,372 | 18,717,572 | 341,399 | 22,206,757 | | 2020 | 6,793,749 | -3,300,025 | -1,448,812 | 6,534,626 | 296,265 | 8,875,803 |
Non-PEO NEO Compensation Actually Paid
Non-PEO NEO Compensation Actually Paid
Non-PEO NEO Compensation Actually Paid
| | a | b | c | d | e | | | Year | Summary Compensation Table Total ($) | Summary Compensation Table Value of Equity Awards ($) | Summary Compensation Table Change in Pension Value ($) | Change in Value of Equity Awards ($) | Pension Service Cost ($) | Non-PEO NEO CAP (a-b-c+d+e) ($) | | 2023 | 3,659,197 | -2,186,108 | -200,810 | 3,873,869 | 43,644 | 5,189,793 | | 2022 | 1,867,745 | -950,053 | — | 180,126 | 68,287 | 1,166,106 | | 2021 | 2,288,230 | -787,552 | -320,089 | 3,914,662 | 76,578 | 5,171,829 | | 2020 | 1,975,066 | -775,016 | -345,979 | 1,473,638 | 72,224 | 2,399,933 |
PEO Compensation Actually Paid Adjustments
PEO Compensation Actually Paid Adjustments
PEO Compensation Actually Paid Adjustments
| Year | 2020 ($) | 2021 ($) | 2022 ($) | 2023 ($) | | SCT Total Compensation | 6,793,749 | 8,092,225 | 6,251,475 | 8,838,717 | | Less: Stock Award Values Reported in SCT for Covered Year | -3,300,025 | -3,500,068 | -4,000,052 | -5,000,048 | | Plus: Fair Value of Stock Granted in Covered Year | 5,297,037 | 6,617,006 | 3,909,144 | 7,727,472 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | 1,047,225 | 5,858,498 | -2,888,558 | 4,970,862 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years that Vested in Covered Year | 190,363 | 6,242,069 | -271,731 | 1,996,322 | | Less: Change in Value of Pension Benefits in Covered Year | -1,448,812 | -1,444,372 | — | -965,037 | | Plus: Pension Service Cost for Covered Year | 296,265 | 341,399 | 428,603 | 315,896 | | Compensation Actually Paid | 8,875,803 | 22,206,757 | 3,428,881 | 17,884,184 |
PEO Compensation Actually Paid Adjustments
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PEO Compensation Actually Paid Adjustments
| TABLE OF CONTENTS | PAY VERSUS PERFORMANCE |
Non-PEO NEO Compensation Actually Paid Adjustments
Non-PEO NEO Compensation Actually Paid Adjustments
Non-PEO NEO Compensation Actually Paid Adjustments
| Year | 2020 ($) | 2021 ($) | 2022 ($) | 2023 ($) | | SCT Total Compensation | 1,975,066 | 2,288,230 | 1,867,745 | 3,659,197 | | Less: Stock Award Values Reported in SCT for Covered Year | -775,016 | -787,552 | -950,053 | -2,186,108 | | Plus: Fair Value of Stock Granted in Covered Year | 1,246,002 | 1,484,634 | 921,700 | 2,662,937 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | 164,704 | 1,330,225 | -682,305 | 810,215 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years that Vested in Covered Year | 62,932 | 1,099,802 | -59,269 | 400,718 | | Less: Change in Value of Pension Benefits in Covered Year | -345,979 | -320,089 | — | -200,810 | | Plus: Pension Service Cost for Covered Year | 72,224 | 76,578 | 68,287 | 43,644 | | Compensation Actually Paid | 2,399,933 | 5,171,829 | 1,166,106 | 5,189,793 |
Pay vs. Performance: Financial Metrics Linked to Compensation Actually Paid
Pay vs. Performance: Financial Metrics Linked to Compensation Actually Paid As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program is grounded in a pay-for-performance philosophy. The metrics that the Company uses for both our short- and long-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. In addition to Adjusted EBITDA, which is the Company's CSM, the most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
Pay vs. Performance: Financial Metrics Linked to Compensation Actually Paid
| Financial Metric | Rationale | | Adjusted EBITDA | Measures Company's profitability | | Operating Income | Measures how profitably management operated the Company over longer time period and is distinct from the profitability metric used in cash incentive plan | | ROIC | Measures the efficiency of the Company's deployment of capital |
Pay vs. Performance: Financial Metrics Linked to Compensation Actually Paid
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Pay vs. Performance: Financial Metrics Linked to Compensation Actually Paid
| PAY VERSUS PERFORMANCE | TABLE OF CONTENTS |
Pay vs. Performance: Total Shareholder Return ("TSR")
Pay vs. Performance: Total Shareholder Return ("TSR") The Company’s TSR has exceeded the peer group TSR over the prior four-year period. The CAP of the Company's PEO and Non-PEO NEOs, as a group, was directionally aligned with the Company's TSR over the four-year period. The 2021 and 2023 CAP figures reflect significant stock price appreciation during such years together with above-target achievement of the Company's short and long-term incentive program targets.
Pay vs. Performance: Net Income and Adjusted EBITDA
Pay vs. Performance: Net Income and Adjusted EBITDA
Pay vs. Performance: Net Income and Adjusted EBITDA
| 80 | Acushnet Holdings Corp. | 2024 Proxy Statement |
Pay vs. Performance: Net Income and Adjusted EBITDA
| Principal Stockholders |
Pay vs. Performance: Net Income and Adjusted EBITDA
The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our common stock, as of April 12, 2024 by: •each person, or group of persons, known by us to own beneficially more than 5% of our outstanding shares of common stock; •each of our named executive officers for 2023; •each of our directors; and •all of our executive officers and directors as a group. Beneficial ownership and percentage ownership are determined in accordance with the rules and regulations of the SEC and include voting or investment power with respect to shares of stock. This information does not necessarily indicate beneficial ownership for any other purpose. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to restrictions, options or warrants held by that person that are currently exercisable or exercisable within 60 days of April 12, 2024 are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table or pursuant to applicable community property laws, we believe, based on information furnished to us, that each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder's name. For further information regarding material transactions between us and the principal stockholders, see "Certain Relationships and Related Party Transactions." Except as otherwise indicated in the footnotes below, the address of each beneficial owner is c/o Acushnet Holdings Corp., 333 Bridge Street, Fairhaven, Massachusetts 02719.
Pay vs. Performance: Net Income and Adjusted EBITDA
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Pay vs. Performance: Net Income and Adjusted EBITDA
| PRINCIPAL STOCKHOLDERS | TABLE OF CONTENTS |
Pay vs. Performance: Net Income and Adjusted EBITDA
| Name of beneficial owner | Number (#) | Percentage (%) | | Stockholders: | | | | Fila(1) | 33,110,486 | 52.3 | | Kayne Anderson Rudnick Investment Management LLC(2) | 7,788,977 | 12.3 | | Named Executive Officers and Directors: | | | | David Maher(3) | 751,883 | 1.2 | | Sean Sullivan(3) | 59,113 | * | | Mary Louise Bohn(3) | 160,615 | * | | Steven Pelisek(3) | 86,766 | * | | Christopher Lindner(3) | 88,193 | * | | Thomas Pacheco(4) | 79,696 | * | | Yoon Soo (Gene) Yoon(1)(3)(5) | 33,149,966 | 52.4 | | Leanne Cunningham(3) | 2,895 | * | | Gregory Hewett(3) | 38,290 | * | | Ho Yeon (Aaron) Lee(1)(3)(5) | 33,115,699 | 52.3 | | Jan Singer(3) | 7,219 | * | | Steven Tishman(3) | 35,290 | * | | Keun Chang (Kevin) Yoon(1)(3)(5) | 33,127,040 | 52.3 | | All current executive officers and directors as a group (17 persons)(3) | 34,605,423 | 54.6 |
Pay vs. Performance: Net Income and Adjusted EBITDA
* Less than one percent. (1)Represents shares of our common stock owned by Magnus, a wholly owned subsidiary of Fila, based on a Schedule 13G filed on February 14, 2024. The shares of our common stock owned by Magnus are Magnus' only assets. Yoon Soo (Gene) Yoon, Chairman of Fila, Keun Chang (Kevin) Yoon, President and CEO of Fila, and Ho Yeon (Aaron) Lee, CFO of Fila, may be deemed to be the beneficial owners and have voting and dispositive power with respect to the shares of our common stock held by Fila. The address of Fila, Yoon Soo (Gene) Yoon, Keun Chang (Kevin) Yoon and Ho Yeon (Aaron) Lee is 35, Bomun-ro, Seongbuk-gu, Seoul, Korea 9F, 10F, 02873. (2)Based on a Schedule 13G filed on February 13, 2024, Kayne Anderson Rudnick Investment Management, LLC has sole voting power over 5,506,251 shares, shared voting power of 1,475,641 shares, sole dispositive power over 6,313,336 shares and shared dispositive power over 1,475,641 shares. The principal business address of each of the foregoing persons is Kayne Anderson Rudnick Investment Management LLC, 2000 Avenue of the Stars, Suite 1110, Los Angeles, CA 90067. (3)Does not reflect any shares that may be issued upon settlement of outstanding RSUs or PSUs, other than those, if any, that will vest within 60 days of April 12, 2024. (4)Mr. Pacheco separated from the Company on July 7, 2023. The share ownership information included for Mr. Pacheco is to the Company's knowledge as of his separation date. (5)Includes 33,110,486 shares of our common stock owned by Magnus, which Yoon Soo (Gene) Yoon, Keun Chang (Kevin) Yoon and Ho Yeon (Aaron) Lee may be deemed to beneficially own, as described in footnote 1 above.
Pay vs. Performance: Net Income and Adjusted EBITDA
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Pay vs. Performance: Net Income and Adjusted EBITDA
| Certain Relationships and Related Party Transactions |
Pay vs. Performance: Net Income and Adjusted EBITDA
Registration Rights Agreement In connection with our initial public offering, we entered into a registration rights agreement that provides Magnus "demand" registrations and customary "piggyback" registration rights. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify the registration rights holders against certain liabilities that may arise under the Securities Act of 1933, as amended, or to contribute to payments the registration rights holders may be required to make in respect of those liabilities. Share Repurchase Agreements In connection with our share repurchase program, we have entered into share repurchase agreements with Magnus pursuant to which we have purchased shares of our common stock from Magnus on a share-for-share basis as we repurchased shares of our common stock on the open market. Pursuant to these share repurchase agreements, during the fiscal year ended December 31, 2023, we engaged in the following transactions with Magnus: •On January 23, 2023, we purchased 2,168,528 shares of our common stock from Magnus for aggregate consideration of $100.0 million, pursuant to and in satisfaction of our obligations under an amended and restated share repurchase agreement between us and Magnus, dated as of August 30, 2022; and •On November 3, 2023, we purchased 1,824,994 shares of our common stock from Magnus for aggregate consideration of $100.0 million, pursuant to and in satisfaction of our obligations under a share repurchase agreement between us and Magnus, dated as of June 9, 2023. On March 14, 2024, we entered into a new share repurchase agreement with Magnus, pursuant to which we have agreed to purchase up to $37.5 million of shares of our common stock from Magnus on a share-for-share basis as we repurchase shares of our common stock on the open market. We currently expect to satisfy our obligation to repurchase such shares of our common stock from Magnus during the third quarter of 2024. Other In 2023, Fila reimbursed us $724,680 of expenses related to professional services rendered by PwC in connection with the 2022 audit of our annual financial statements that we prepared on an IFRS basis and provided to Fila. Related Persons Transaction Policy Our Board of Directors has adopted a written policy on transactions with related persons. Our related person policy requires that a "related person" (as defined in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to the executive vice president, chief legal officer any "related person transaction" (defined as any transaction that we anticipate would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The executive vice president and chief legal officer will then promptly communicate that information to our Board of Directors. The policy requires any related person transaction to be approved or ratified by our Board of Directors or a duly authorized committee of our Board of Directors. The policy also requires directors interested in a related person transaction to recuse themselves from any vote on a related person transaction in which they have an interest.
Pay vs. Performance: Net Income and Adjusted EBITDA
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Pay vs. Performance: Net Income and Adjusted EBITDA
| Other Matters |
Pay vs. Performance: Net Income and Adjusted EBITDA
Communications with Our Board of Directors Stockholders and interested parties wishing to communicate with the chairperson of any of the Audit, Nominating and Corporate Governance and Compensation Committees, or to the non-management or independent directors as a group, may do so by addressing such communications or concerns to the Corporate Secretary, 333 Bridge Street, Fairhaven, Massachusetts 02719, who will forward such communications to the appropriate party. Availability of Annual Report A copy of our 2023 Annual Report on Form 10-K for the year ended December 31, 2023 and our proxy statement, each as filed with the SEC, is available, without charge, by mailing a request to the following address: Acushnet Holdings Corp. Attention: Investor Relations 333 Bridge Street Fairhaven, MA 02719 The Annual Report on Form 10-K and proxy statement are also available under "SEC Filings" in the "Investors" section on our website at www.acushnetholdingscorp.com. Other Business The Board of Directors does not presently intend to bring any other business before the meeting, and, so far as is known to the Board of Directors, no matters are to be brought before the meeting except as specified in the Notice of Annual Meeting and described in this proxy statement. As to any business that may properly come before the meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the best judgment of the persons voting such proxies. * * *
Pay vs. Performance: Net Income and Adjusted EBITDA
| 84 | Acushnet Holdings Corp. | 2024 Proxy Statement |