DEF 14A of Acushnet Holdings Corp.
Filed Apr 17, 2026 · FY20250001672013-26-000106
BOARD NOMINEES
BOARD NOMINEES The following table sets forth the names and certain other information about our directors as of the date of this proxy statement.
BOARD NOMINEES
| | | | | Committees of the Board | | | | Name | Position | Age | Director Since | Audit | Nominating & Corporate Governance | Compensation | | David Maher | President, Chief Executive Officer, Director | 58 | 2018 | | | | | Yoon Soo (Gene) Yoon | Chairman | 80 | 2011 | | | | | Leanne Cunningham | Director | 56 | 2023 | | | | | Gregory Hewett | Director | 57 | 2016 | | | | | Ho Yeon (Aaron) Lee | Director | 43 | 2022 | | | | | Jan Singer | Director | 62 | 2021 | | | | | Steven Tishman | Director | 69 | 2016 | | | | | Keun Chang (Kevin) Yoon | Director | 50 | 2019 | | | |
BOARD NOMINEES
| | Committee Chair | | Committee Member |
DIRECTOR NOMINEES
DIRECTOR NOMINEES Our Amended and Restated Certificate of Incorporation provides that any or all of the directors (other than any 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 66⅔% 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 beneficially owned 50.4% in voting power of the then-outstanding shares of stock of the Company.
DIRECTOR NOMINEES
| David Maher | Title: President, Chief Executive Officer, Director Age: 58 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, in January 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 Director, and previously gained valuable experience in the Company’s professional development program, working in 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. | |
DIRECTOR NOMINEES
| Yoon Soo (Gene) Yoon | Title: Chairman, Director Age: 80 Director Since: 2011 | | Yoon Soo (Gene) Yoon has served as Honorary Chairman of Misto since February 2026. Prior to that, Mr. Yoon served as Chairman of Misto from 1994 to February 2026 and as Chief Executive Officer of Misto from 1991 to March 2018. Misto's common stock is publicly traded and listed on the Korea Exchange. Mr. Yoon served as the Chairman of the board of directors of Acushnet Company, our operating subsidiary, from 2011 to October 2016 and served as the President of Acushnet Holdings Corp. from 2011 to May 2016. Mr. Yoon has served as the Chairman of our Board of Directors since 2011. 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 the consumer products and sporting goods industries. | |
DIRECTOR NOMINEES
| 2026 Proxy Statement | Acushnet Holdings Corp. 11 |
DIRECTOR NOMINEES
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
DIRECTOR NOMINEES
| Leanne Cunningham | Title: Director Age: 56 Director Since: 2023 | | Leanne Cunningham has served since July 2021 as Executive Vice President and Chief Financial Officer of the Brown-Forman Corporation, the fifth largest global spirits company, where she is responsible for global financial planning and analysis, shareholder relations and all accounting and finance functions. Ms. Cunningham plans to retire from Brown-Forman on May 1, 2026. 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, financial expertise and operational experience in the consumer products industry. | |
DIRECTOR NOMINEES
| Gregory Hewett | Title: Director Age: 57 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: 43 Director Since: 2022 | | Ho Yeon (Aaron) Lee has been the Chief Financial Officer of Misto since September 2021 and the Head of Misto's Corporate Strategy Office since January 2018. Misto's common stock is publicly traded and listed on the Korea Exchange. Mr. Lee has also served as President of Magnus Holdings Corp. since March 2021 and as a member of the board of directors of Misto Luxembourg S.à.r.l. since 2019. Magnus and Misto Luxembourg are subsidiaries of Misto. Prior to joining Misto in 2016, Mr. Lee worked at Samsungbioepis Co., Ltd., where he assisted in the development and commercialization of various biopharmaceutical products. Mr. Lee was selected to serve on our Board of Directors because of his financial expertise, operational experience and knowledge in the consumer products and sporting goods industries. | |
DIRECTOR NOMINEES
| 12 Acushnet Holdings Corp. | 2026 Proxy Statement |
DIRECTOR NOMINEES
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
DIRECTOR NOMINEES
| Jan Singer | Title: Director Age: 62 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 prior roles at Nike, Reebok, Prada, Calvin Klein and Chanel. Ms. Singer currently serves on the board of directors and the compensation committee of the Brown-Forman Corporation, and previously served on the boards of directors of J.Crew, Kate Spade & Company and Supernova Partners Acquisition Co. III Ltd. Ms. Singer was selected to serve on our Board of Directors because of her multi-faceted background, knowledge and operational experience in the consumer products industry and experience serving on other boards of directors. | |
DIRECTOR NOMINEES
| Steven Tishman | Title: Director Age: 69 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 currently serves on the board of directors and the audit and compensation committees of Grab Holdings Limited, and was previously a trustee of GoodHaven Funds Trust and a 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. | |
DIRECTOR NOMINEES
| Keun Chang (Kevin) Yoon | Title: Director Age: 50 Director Since: 2019 | | Keun Chang (Kevin) Yoon has been the President and Chief Executive Officer of Misto since March 2018. Misto's common stock is publicly traded and listed on the Korea Exchange. From July 2016 to March 2018, Mr. Yoon served as Chief Financial Officer and Executive Vice President of Misto's Strategic Planning and Footwear Division. Mr. Yoon also served Misto and its subsidiaries in multiple roles from February 2009 to October 2016, including Manager of Footwear Sourcing and Vice President and Chief Financial Officer of Misto U.S.A. Inc. 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 products and sporting goods industries. | |
DIRECTOR NOMINEES
| 2026 Proxy Statement | Acushnet Holdings Corp. 13 |
DIRECTOR NOMINEES
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
OTHER MATTERS
| Director Compensation |
OTHER MATTERS
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Yoon Soo (Gene) Yoon | 184,172 | 184,973 | 369,145 | | Leanne Cunningham | 103,000 | 144,942 | 247,942 | | Gregory Hewett | 129,338 | 144,942 | 274,280 | | Ho Yeon (Aaron) Lee | 100,500 | 144,942 | 245,442 | | Jan Singer | 119,806 | 144,942 | 264,748 | | Steven Tishman | 125,388 | 144,942 | 270,330 | | Keun Chang (Kevin) Yoon | 100,695 | 144,942 | 245,637 |
2025 DIRECTOR COMPENSATION PROGRAM
2025 DIRECTOR COMPENSATION PROGRAM In April 2025, the Compensation Committee reviewed information provided by Pearl Meyer & Partners, LLC ("Pearl Meyer"), the Compensation Committee's independent compensation consultant, regarding director compensation at companies within our composite market group. Following this review, the Compensation Committee determined to increase the Chairman of the Board's cash and equity retainers by $15,000, to increase each other Board member's equity retainer by $5,000 and to increase the cash retainer of the Chair of each of the Audit Committee and the Compensation Committee by $2,500 to better align the compensation for each specified position with the compensation of directors that hold similar positions within our composite market group. These changes are reflected in the 2025 Director Compensation Program table below.
2025 DIRECTOR COMPENSATION PROGRAM
| | | Chair ($) | Member ($) | | Annual Board Retainers: | | | | | | Cash Retainer | 190,000 | 90,000 | | | Equity Retainer(1) | 185,000 | 145,000 | | Annual Committee Cash Retainers: | | | | | | Audit Committee | 32,500 | 12,500 | | | Compensation Committee | 25,000 | 10,000 | | | Nominating and Corporate Governance Committee | 20,000 | 10,000 |
2025 DIRECTOR COMPENSATION PROGRAM
(1) Reflects immediately vesting common stock. In addition to the cash and equity retainers presented above, our non-employee directors are provided with access to Company products, including equipment, gear and wear, through our Independent Directors Company Products Access Policy, which is intended to further encourage the use and display of Company products by our non-employee directors and their immediate family members. Pursuant to this policy, non-employee directors are entitled to receive up to $5,000 worth of Company products for their own personal use each year. Non-employee directors are also entitled to purchase additional Company products for their personal use and/or for use by their immediate family members at a discount. Personal use of Company products by our non-employee directors and their immediate family members during 2025 did not exceed $10,000 for any non-employee director and is therefore not required to be reported herein.
2025 DIRECTOR COMPENSATION PROGRAM
| 16 Acushnet Holdings Corp. | 2026 Proxy Statement |
2025 DIRECTOR COMPENSATION PROGRAM
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
2025 DIRECTOR COMPENSATION PROGRAM
| Information About Our Board and Corporate Governance |
CORPORATE RESPONSIBILITY
Examples of current and past initiatives include: •Our longstanding commitment to invest in highly efficient Combined Heat and Power ("CHP") for use in our manufacturing process operations and to heat our facilities. CHP technology has been proven to operate at higher efficiency and lower emission rates compared to the equivalent import of electricity and burning of fossil fuels. •Provided leadership in the early stages of large-scale solar development in Massachusetts by entering into long-term virtual power purchase agreements for five large-scale solar farm projects. By committing to purchase 100% of the utility bill credits associated with over 17,000 MWhs generated annually by these facilities, Acushnet played a critical role in financing the projects and bringing them online. In 2022, we built upon our long-standing commitment to solar energy by extending these agreements for another decade. These extensions secure 80% of our solar portfolio well into the future, and the energy generated will continue to displace electricity that would otherwise be generated from fossil fuels. •Construction of an on-site, 2 MW rooftop solar array at Ball Plant IV in Thailand. •Multi-million dollar investments in energy efficiency projects, including LED lighting, high efficiency equipment and investment in a battery energy storage system that stores excess energy for use during peak demand periods, easing stress on the power grid, reducing greenhouse gas emissions and facilitating the continued growth of renewable energy. •We monitor various regulatory lists of toxic/hazardous substances through regulatory tracking databases and regulatory alert services for any substances that may be of potential concern for our products. We then review new ingredients to help ensure that these materials are not included in products or are present only in amounts below any regulatory thresholds. Monitoring is supplemented with written certifications from suppliers concerning the absence of harmful chemicals in their products above regulatory threshold levels, such as TCLP constituents, REACH Restricted Substances or Substances of Very High Concern, and chemicals that are subject to specific regulation under the Toxic Substances Control Act. •Comprehensive recycling, waste reduction, water conservation and reduction programs are in place in our global manufacturing facilities. •PG Golf, the Company's recycled golf ball subsidiary, recovers, processes and resells approximately 2,750 tons of used golf balls annually, helping to put discarded rubber, surlyn and urethane products back into play. PG Golf contracts with numerous diving firms to recover golf balls from bodies of water and other penalty areas, recycles over 55 million golf balls per year collected from golf courses in 42 states, and employs a water recycling process that reduces water consumption by up to 5,000 gallons per day. Our environmental commitment is not limited to our products, but also extends to our choice of packaging suppliers. Our key golf ball packaging provider is carbon neutral, uses recyclable inks and renewable energy, and is certified by the Forest Stewardship Council and the Sustainable Forest Initiative. In addition, many of our golf gloves are packaged in recycled rPET plastic.
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, is designed to attract, motivate and retain top-level executives, and incentivizes 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. In addition, the Board generally ratified the Compensation Committee's decisions with respect to the compensation of the named executive officers for 2025, which are described in more detail below. The Compensation Committee considers executive compensation matters with input and recommendations from Pearl Meyer, as well as from our CEO and Chief People Officer (other than with respect to their own compensation). Our CFO and other members of senior management also participate in developing the Company’s business plan, which informs the short- and long-term performance targets established by the Compensation Committee for purposes of our short- and long-term incentive programs.
RESOURCES GUIDING COMPENSATION DECISIONS
| Internal References | External References | | •Historical company and individual performance | •Direct competitor and peer group data | | •Business strategy and outlook | •Industry/broader market survey data | | •Position criticality and demand | •Performance compared to competitors/market |
RESOURCES GUIDING COMPENSATION DECISIONS
The Compensation Committee has engaged Pearl Meyer as its independent 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. Representatives of Pearl Meyer 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 2025 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 are comparable in size, are global, offer branded products, and 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 2025 executive compensation decisions, consisted of the 12 companies set forth below.
COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM The 2025 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 RSUs and performance stock units ("PSUs"). These equity grants were intended to motivate performance for 2025, 2026 and 2027. Each element of compensation, discussed further below, is intended to reward and motivate executives in ways that are consistent with the Company’s compensation philosophy. The percentage of an executive's total compensation that is 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 | Variable, at-risk compensation designed to reward annual performance related to Company financial measures, as well as individual strategic objectives | Incentivize achievement of the Company's annual operating plan and strategic objectives | | 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 adjusted 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. Historically, the annual cash incentive program has been tied solely to Company-level financial performance goals. For 2025, the Compensation Committee determined that it was appropriate to include more differentiation in the annual cash incentive program by recognizing individual contributions and emphasizing segment operating performance for our segment leaders. Accordingly, as shown in the charts below, the 2025 annual cash incentive payments for the named executive officers were tied to a combination of Company Adjusted EBITDA targets, segment operating income ("Segment OI") targets, and individual achievement of personal strategic objectives.
ANNUAL CASH INCENTIVES
| Officers with Corporate Responsibilities Maher, Sullivan | Officers with Segment Responsibilities Bohn, Pelisek, Lindner |
Financial Performance Objectives
Financial Performance Objectives For 2025, the Compensation Committee chose Adjusted EBITDA as the Company-level financial goal for our annual cash incentive program because it is a consistent and important measure of the Company's financial performance that rewards increased Company profitability, is well understood by our associates, and is the primary financial metric used in our credit facility and in the development of our strategic plans. The Compensation Committee chose Segment OI as the segment-level financial goal because it provides a consistent measure of each segment's individual operating performance. The following table presents the threshold, target and maximum performance levels for Adjusted EBITDA and Segment OI established by the Compensation Committee for the 2025 annual cash incentive program.
Financial Performance Objectives
| | | Threshold (Payout: 50%) | Target (Payout: 100%) | Maximum (Payout: 200%) | | Adjusted EBITDA(1) | | $350.2M | $412.0M | $473.8M | | | Percentage of target | 85% | 100% | 115% | | Segment OI (Titleist golf equipment)(2) | | $227.6M | $252.9M | $278.2M | | | Percentage of target | 90% | 100% | 110% | | Segment OI (FootJoy golf wear)(3) | | $24.7M | $29.1M | $35.5M | | | Percentage of target | 85% | 100% | 115% |
Financial Performance Objectives
(1) Adjusted EBITDA represents net income (loss) attributable to Acushnet Holdings Corp., adjusted as described in "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Key Performance Measures," Item 7 of Part II to our Annual Report on Form 10-K for the year ended December 31, 2025. (2) For 2025, Titleist golf equipment was used as the Segment OI component of the annual cash incentive opportunity for Ms. Bohn and Mr. Pelisek because of their significant leadership positions and influence within the Company's golf balls and golf clubs divisions, which collectively generate substantially all of the net sales attributable to the Titleist golf equipment segment. (3) For 2025, FootJoy golf wear was used as the Segment OI component of the annual cash incentive opportunity for Mr. Lindner because of his significant leadership position within the FootJoy golf wear segment. If the Company’s Adjusted EBITDA or Segment OI 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 Adjusted EBITDA for the 2025 performance goals, the Compensation Committee considered the Company’s performance in 2024, external business and macroeconomic factors, and ranges utilized by companies within the Company's peer group. When setting the threshold, target and maximum levels of Segment OI for the 2025 performance goals, the Compensation Committee considered the relative size of each segment's overall operating income target and achievability on the top and bottom ends of the range.
Annual Cash Incentive Opportunities
Annual Cash Incentive Opportunities Each named executive officer's annual incentive target was set as a percentage of base salary, reflecting his or her position, responsibility and experience, and was determined by the Compensation Committee to be competitive with the annual incentive opportunities of similarly positioned executives of comparable companies. The 2025 incentive target, as a percentage of base salary, increased by 10% for each of Ms. Bohn and Mr. Pelisek, and by 5% for Mr. Lindner based on the Compensation Committee's determination that such increases would further align their annual incentive opportunities with those of executives holding similar positions at companies within our composite market group. The Compensation Committee determined to leave the 2025 incentive targets for each of Messrs. Maher and Sullivan unchanged from their respective 2024 incentive targets. The following table presents the 2025 annual cash incentive opportunity for each of the named executive officers.
Annual Cash Incentive Opportunities
| Name | Target % of Base Salary (%) | Base Salary ($) | Target Incentive ($) | | David Maher | 130 | 1,170,000 | 1,521,000 | | Sean Sullivan | 85 | 730,000 | 620,500 | | Mary Louise Bohn | 75 | 635,000 | 476,250 | | Steven Pelisek | 75 | 635,000 | 476,250 | | Christopher Lindner | 70 | 600,000 | 420,000 |
Annual Cash Incentive Opportunities
| 2026 Proxy Statement | Acushnet Holdings Corp. 35 |
Annual Cash Incentive Opportunities
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
Actual 2025 Annual Cash Incentive Payout
Actual 2025 Annual Cash Incentive Payout In 2025, the Company's financial performance objectives were achieved as shown in the following table.
Actual 2025 Annual Cash Incentive Payout
| Financial Performance Objective | Target Performance | Actual Performance | Achievement Level | | Adjusted EBITDA(1) | $412.0M | $410.4M | 98.7% | | Segment OI (Titleist golf equipment) | $259.2M | $244.9M | 84.2% | | Segment OI (FootJoy golf wear) | $29.1M | $28.5M | 93.0% |
Actual 2025 Annual Cash Incentive Payout
(1) See "Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations," Item 7 of Part II to our Annual Report on Form 10-K for the year ended December 31, 2025, for a reconciliation of Adjusted EBITDA to net income attributable to Acushnet Holdings Corp., the most directly comparable GAAP financial measure. The Compensation Committee took a balanced view in determining achievement levels for each of the named executive officers' personal strategic objectives. In addition to each named executive officer's individual performance against their personal strategic objectives, the Compensation Committee considered the Company's financial results, and the extent to which the named executive officers collectively executed towards delivering long-term value to our stockholders. The Compensation Committee also considered the perspective of our CEO in determining the achievement levels for each of the named executive officers other than our CEO. Based on this balanced view, and taking into consideration the unexpected and significant impact of a rapidly evolving tariff landscape throughout 2025, including the individual and collective efforts of the named executive officers to manage and mitigate the effects of those tariffs on the Company's business and results of operations, the Compensation Committee determined to set the achievement level for each named executive officer's personal strategic objectives such that all of the named executive officers received a comparable overall annual cash incentive achievement percentage for 2025. The Compensation Committee did not exercise any additional positive or negative discretion with respect to the 2025 annual cash incentive payouts, which are set forth in the table below.
Actual 2025 Annual Cash Incentive Payout
| Name | Component | Weighting | Achievement Level | Weighted Achievement Level | Target Incentive Opportunity | Incentive Payout | | David Maher | Adjusted EBITDA | 90.0% | 98.7% | 88.8% | — | — | | | Strategic Objectives | 10.0% | 99.0% | 9.9% | — | — | | | Total | 100.0% | — | 98.7% | $1,521,000 | $1,501,227 | | Sean Sullivan | Adjusted EBITDA | 90.0% | 98.7% | 88.8% | — | — | | | Strategic Objectives | 10.0% | 99.0% | 9.9% | — | — | | | Total | 100.0% | — | 98.7% | $620,500 | $612,434 | | Mary Louise Bohn | Adjusted EBITDA | 75.0% | 98.7% | 74.0% | — | — | | | Segment OI | 15.0% | 84.2% | 12.6% | — | — | | | Strategic Objectives | 10.0% | 120.0% | 12.0% | — | — | | | Total | 100.0% | — | 98.7% | $476,250 | $470,059 |
Actual 2025 Annual Cash Incentive Payout
| 36 Acushnet Holdings Corp. | 2026 Proxy Statement |
Actual 2025 Annual Cash Incentive Payout
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
Actual 2025 Annual Cash Incentive Payout
| Name | Component | Weighting | Achievement Level | Weighted Achievement Level | Target Incentive Opportunity | Incentive Payout | | Steven Pelisek | Adjusted EBITDA | 75.0% | 98.7% | 74.0% | — | — | | | Segment OI | 15.0% | 84.2% | 12.6% | — | — | | | Strategic Objectives | 10.0% | 120.0% | 12.0% | — | — | | | Total | 100.0% | — | 98.7% | $476,250 | $470,059 | | Christopher Lindner | Adjusted EBITDA | 75.0% | 98.7% | 74.0% | — | — | | | Segment OI | 15.0% | 93.0% | 14.0% | — | — | | | Strategic Objectives | 10.0% | 107.0% | 10.7% | — | — | | | Total | 100.0% | — | 98.7% | $420,000 | $414,540 |
LONG-TERM INCENTIVES
LONG-TERM INCENTIVES
2025 Long-Term Incentive Program Design
2025 Long-Term Incentive Program Design Consistent with its compensation philosophy and as a means of further aligning the interests of the named executive officers with the interests of the Company's stockholders, in 2025 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. 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 goal of ensuring that above-market compensation required above-market performance. For 2025, 60% of each named executive officer's long-term incentive grant value (measured at target) was issued in the form of PSUs, with the remaining 40% issued in the form of RSUs. The RSUs 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, 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 50% are eligible to be earned based on the Company's three-year average return on invested capital. The Compensation Committee currently anticipates that it will continue to make long-term incentive grants annually.
2025 Long-Term Incentive Grants
2025 Long-Term Incentive Grants 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 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 named 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 Compensation Committee increased the long-term incentive annual target values by 13.0% for Mr. Maher, by 5.0% for Mr. Sullivan, by 4.2% for each of Ms. Bohn and Mr. Pelisek, and by 4.5% for Mr. Lindner. The target number of shares underlying the RSU and PSU awards was determined by reference to the closing price of our common stock on the NYSE on the date the Compensation Committee approved the grants.
2025 Long-Term Incentive Grants
| 2026 Proxy Statement | Acushnet Holdings Corp. 37 |
2025 Long-Term Incentive Grants
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
2025 Long-Term Incentive Grants
The long-term incentive awards granted to the named executive officers in 2025 are presented in the following table.
2025 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 | February 13, 2025 | 38,188 | 2,600,029 | | | PSU | February 13, 2025 | 57,177 | 3,900,043 | | Sean Sullivan | | | | | | | RSU | February 13, 2025 | 12,315 | 840,006 | | | PSU | February 13, 2025 | 18,473 | 1,260,043 | | Mary Louise Bohn | | | | | | | RSU | February 13, 2025 | 7,331 | 500,048 | | | PSU | February 13, 2025 | 10,996 | 750,037 | | Steven Pelisek | | | | | | | RSU | February 13, 2025 | 7,331 | 500,048 | | | PSU | February 13, 2025 | 10,996 | 750,037 | | Christopher Lindner | | | | | | | RSU | February 13, 2025 | 6,744 | 460,008 | | | PSU | February 13, 2025 | 10,116 | 690,012 |
2023-2025 PSU Goals and Results
2023-2025 PSU Goals and Results Consistent with its goal of aligning executive compensation with the Company’s long-term performance, the Compensation Committee granted PSUs in 2023 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 2023 vested on February 1, 2026, and were earned based on the Company's achievement of predetermined performance metrics. Of these PSU awards, 50% were eligible to be earned based on the Company's achievement of certain three-year cumulative adjusted operating income goals, and 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 following table presents the Company's achievement against these two performance metrics and the resulting percentages of PSUs that became earned based on these results.
2023-2025 PSU Goals and Results
| 38 Acushnet Holdings Corp. | 2026 Proxy Statement |
2023-2025 PSU Goals and Results
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
2023-2025 PSU Goals and Results
| | Adjusted Operating Income ($)(1) | Payout (%) | Return on Invested Capital (%) | Payout (%) | Combined (%) | | Threshold | 741.2M | 50.0 | 11.75 | 50.0 | | | Target | 839.0M | 100.0 | 14.00 | 100.0 | | | Max | 1044.8M | 200.0 | 16.25 | 200.0 | | | Achievement | 915.3M | 114.7 | 14.80 | 135.6 | 125.1 |
2023-2025 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 2023, 2024 and 2025, as reported in the Company's audited financial statements. The actual number of PSUs earned by the named executive officers is equal to the sum of the target award opportunity and Dividend Equivalent Rights ("DERs") issued for each individual, as applicable, multiplied by the payout percentage of 125.1% for the three-year cycle, as shown below.
2023-2025 PSU Goals and Results
| Name | 2023 PSU Target Award (in shares) (#) | DERs Issued(1) (#) | Performance Factor (%) | Earned PSUs (in shares) (#) | | David Maher | 61,754 | 1,270.4 | 125.1 | 78,844 | | Sean Sullivan | 26,219 | — | 125.1 | 32,800 | | Mary Louise Bohn | 13,586 | 558.95 | 125.1 | 17,695 | | Steven Pelisek | 13,586 | — | 125.1 | 16,996 | | Christopher Lindner | 13,586 | — | 125.1 | 16,996 |
2023-2025 PSU Goals and Results
(1) Shares reported include DERs on shares deferred by Mr. Maher and Ms. Bohn pursuant to the Company's Employee Deferral Plan. DERs 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.
RETIREE HEALTH BENEFITS
RETIREE HEALTH BENEFITS The Company maintains a retiree medical health plan, which provides medical coverage to associates who retire directly from the Company, are age 55 or over, 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 associates 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 and Lindner are not eligible for the program based on their dates of hire.
DEFERRED COMPENSATION
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. Amended and Restated 2015 Omnibus Incentive Plan (the "Incentive 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, 2025, as further detailed below in “–Outstanding Equity Awards as of December 31, 2025.”
SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS
SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS
Executive Severance Plan
Executive Severance Plan In 2025, all of the 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 the 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.
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 (each of which has been subsequently increased), (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), (iii) the terms of a one-time new hire grant of RSUs, which has now fully vested, 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.
EXECUTIVE AGREEMENTS
| 2026 Proxy Statement | Acushnet Holdings Corp. 41 |
EXECUTIVE AGREEMENTS
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
SECURITIES TRADING POLICY; EQUITY GRANTS
SECURITIES TRADING POLICY; EQUITY GRANTS We have adopted a Securities Trading Policy that governs the purchase, sale and other transactions in Company securities by the Company's directors, officers, associates and other covered persons, as well as the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NYSE listing standards. Our Securities Trading Policy also prohibits our directors, officers and associates from (i) trading in options, warrants, puts and calls or similar instruments on the Company’s securities or short-selling securities, (ii) engaging in any transactions that are designed to hedge or offset any decrease in the market value of the Company’s securities or (iii) without first obtaining pre-clearance from our Chief Legal Officer, pledging the Company’s securities as collateral for a loan, borrowing against any account in which the Company's securities are held or purchasing the Company’s securities on margin.
SECURITIES TRADING POLICY; EQUITY GRANTS
| 42 Acushnet Holdings Corp. | 2026 Proxy Statement |
SECURITIES TRADING POLICY; EQUITY GRANTS
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
SECURITIES TRADING POLICY; EQUITY GRANTS
The Compensation Committee does not schedule equity award grant dates in anticipation of the release of material non-public information, and the Company does not have any plans, programs or practices of timing the release of material non-public information in order to affect the value of executive compensation.
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 | 2025 | 1,170,000 | — | 6,500,072 | 1,501,227 | 1,404,125 | 60,132(4) | 10,635,556 | | | 2024 | 1,125,000 | — | 5,750,032 | 1,570,725 | 1,240,517 | 55,602 | 9,741,876 | | | 2023 | 1,082,000 | — | 5,000,048 | 1,737,259 | 965,037 | 54,373 | 8,838,717 | | Sean Sullivan Executive Vice President, Chief Financial Officer | 2025 | 730,000 | — | 2,100,049 | 612,434 | — | 65,790(5) | 3,508,273 | | | 2024 | 705,000 | — | 2,000,095 | 643,595 | — | 40,069 | 3,388,759 | | | 2023 | 342,692 | — | 5,500,089 | 767,678 | — | 305,973 | 6,916,432 | | Mary Louise Bohn President - Titleist Golf Balls | 2025 | 635,000 | — | 1,250,085 | 470,059 | 443,576 | 56,424(6) | 2,855,144 | | | 2024 | 610,000 | — | 1,200,058 | 425,841 | 1,056,277 | 48,070 | 3,340,246 | | | 2023 | 575,000 | — | 1,100,046 | 500,078 | 489,414 | 54,667 | 2,719,205 | | Steven Pelisek President - Titleist Golf Clubs | 2025 | 635,000 | — | 1,250,085 | 470,059 | 412,715 | 27,013(7) | 2,794,872 | | | 2024 | 610,000 | — | 1,200,058 | 425,841 | 979,265 | 27,184 | 3,242,348 | | | 2023 | 575,000 | — | 1,100,046 | 500,078 | 514,634 | 61,836 | 2,751,594 | | Christopher Lindner President - FootJoy | 2025 | 600,000 | — | 1,150,020 | 414,540 | — | 43,719(8) | 2,208,279 | | | 2024 | 575,000 | — | 1,100,035 | 401,408 | — | 39,391 | 2,115,834 | | | 2023 | 575,000 | — | 1,100,046 | 500,078 | — | 25,819 | 2,200,943 |
Jan Singer
| Grants of Plan-Based Awards in 2025 |
Jan Singer
| Outstanding Equity Awards as of December 31, 2025 |
Jan Singer
| Stock Vested in 2025 |
Jan Singer
| Pension Benefits for 2025 |
SERP
| Nonqualified Deferred Compensation for 2025 |
SERP
| Potential Payments Upon Termination or Change in Control |
Change in Control and Retirement Vesting under Equity Awards
| Pay Ratio Disclosure |
Change in Control and Retirement Vesting under Equity Awards
| Pay Versus Performance |
Change in Control and Retirement Vesting under Equity Awards
| 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 ($) | | | | 2025 | 10,635,556 | 9,268,574 | 2,841,642 | 2,612,200 | 211.10 | 88.64 | 188,545 | 410,406 | | 2024 | 9,741,876 | 11,904,788 | 3,021,796 | 3,394,172 | 185.64 | 96.47 | 214,298 | 404,448 | | 2023 | 8,838,717 | 17,884,184 | 3,659,197 | 5,189,793 | 162.88 | 102.52 | 198,429 | 376,138 | | 2022 | 6,251,475 | 3,428,881 | 1,867,745 | 1,166,106 | 107.86 | 86.44 | 199,278 | 338,408 | | 2021 | 8,092,225 | 22,206,757 | 2,288,230 | 5,171,829 | 132.69 | 122.35 | 178,873 | 328,337 |
PEO Compensation Actually Paid
PEO Compensation Actually Paid
PEO Compensation Actually Paid
| | a | b | c | d | e | | | Year | Summary Compensation Table Total ($) | 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) ($) | | 2025 | 10,635,556 | -6,500,072 | -1,404,125 | 6,186,980 | 350,235 | 9,268,574 | | 2024 | 9,741,876 | -5,750,032 | -1,240,517 | 8,826,251 | 327,210 | 11,904,788 | | 2023 | 8,838,717 | -5,000,048 | -965,037 | 14,694,656 | 315,896 | 17,884,184 | | 2022 | 6,251,475 | -4,000,052 | — | 748,854 | 428,603 | 3,428,881 | | 2021 | 8,092,225 | -3,500,068 | -1,444,372 | 18,717,572 | 341,399 | 22,206,757 |
Non-PEO NEO Compensation Actually Paid
Non-PEO NEO Compensation Actually Paid
Non-PEO NEO Compensation Actually Paid
| | a | b | c | d | e | | | Year | Summary Compensation Table Total ($) | 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) ($) | | 2025 | 2,841,642 | -1,437,560 | -214,073 | 1,366,903 | 55,288 | 2,612,200 | | 2024 | 3,021,796 | -1,375,061 | -508,886 | 2,201,477 | 54,846 | 3,394,172 | | 2023 | 3,659,197 | -2,186,108 | -200,810 | 3,873,869 | 43,644 | 5,189,793 | | 2022 | 1,867,745 | -950,053 | — | 180,126 | 68,287 | 1,166,106 | | 2021 | 2,288,230 | -787,552 | -320,089 | 3,914,662 | 76,578 | 5,171,829 |
PEO Compensation Actually Paid Adjustments
PEO Compensation Actually Paid Adjustments
PEO Compensation Actually Paid Adjustments
| Year | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | | SCT Total Compensation | 8,092,225 | 6,251,475 | 8,838,717 | 9,741,876 | 10,635,556 | | Less: Stock Award Values Reported in SCT for Covered Year | -3,500,068 | -4,000,052 | -5,000,048 | -5,750,032 | -6,500,072 | | Plus: Fair Value of Stock Granted in Covered Year | 6,617,006 | 3,909,144 | 7,727,472 | 6,613,339 | 7,004,016 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | 5,858,498 | -2,888,558 | 4,970,862 | 1,826,915 | -192,934 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years that Vested in Covered Year | 6,242,069 | -271,731 | 1,996,322 | 385,997 | -624,102 | | Less: Change in Value of Pension Benefits in Covered Year | -1,444,372 | — | -965,037 | -1,240,517 | -1,404,125 | | Plus: Pension Service Cost for Covered Year | 341,399 | 428,603 | 315,896 | 327,210 | 350,235 | | Compensation Actually Paid | 22,206,757 | 3,428,881 | 17,884,184 | 11,904,788 | 9,268,574 |
PEO Compensation Actually Paid Adjustments
| 62 Acushnet Holdings Corp. | 2026 Proxy Statement |
PEO Compensation Actually Paid Adjustments
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
Non-PEO NEO Compensation Actually Paid Adjustments
Non-PEO NEO Compensation Actually Paid Adjustments
Non-PEO NEO Compensation Actually Paid Adjustments
| Year | 2021 ($) | 2022 ($) | 2023 ($) | 2024 ($) | 2025 ($) | | SCT Total Compensation | 2,288,230 | 1,867,745 | 3,659,197 | 3,021,796 | 2,841,642 | | Less: Stock Award Values Reported in SCT for Covered Year | -787,552 | -950,053 | -2,186,108 | -1,375,061 | -1,437,560 | | Plus: Fair Value of Stock Granted in Covered Year | 1,484,634 | 921,700 | 2,662,937 | 1,586,063 | 1,544,712 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | 1,330,225 | -682,305 | 810,215 | 495,906 | -53,933 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years that Vested in Covered Year | 1,099,802 | -59,269 | 400,718 | 119,507 | -123,877 | | Less: Change in Value of Pension Benefits in Covered Year | -320,089 | — | -200,810 | -508,886 | -214,073 | | Plus: Pension Service Cost for Covered Year | 76,578 | 68,287 | 43,644 | 54,846 | 55,288 | | Compensation Actually Paid | 5,171,829 | 1,166,106 | 5,189,793 | 3,394,172 | 2,612,200 |
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” above, 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 the Company's profitability | | Operating Income | Measures how profitably management operated the Company over a 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
| 2026 Proxy Statement | Acushnet Holdings Corp. 63 |
Pay vs. Performance: Financial Metrics Linked to Compensation Actually Paid
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid vs. Total Shareholder Return The graph below compares the CAP to our PEO and the average CAP to our Non-PEO NEOs with our cumulative total shareholder return ("TSR") and the PVP Peer Group's TSR over the five most recently completed fiscal years.
Compensation Actually Paid vs. Net Income and Adjusted EBITDA
Compensation Actually Paid vs. Net Income and Adjusted EBITDA The graph below compares the CAP to our PEO and the average CAP to our Non-PEO NEOs with our net income and Adjusted EBITDA over the five most recently completed fiscal years.
Compensation Actually Paid vs. Net Income and Adjusted EBITDA
| 64 Acushnet Holdings Corp. | 2026 Proxy Statement |
Compensation Actually Paid vs. Net Income and Adjusted EBITDA
| TABLE OF CONTENTS | PROXY SUMMARY | GENERAL INFO | PROPOSAL ONE | PROPOSAL TWO | EXECUTIVE COMPENSATION | PROPOSAL THREE |
Compensation Actually Paid vs. Net Income and Adjusted EBITDA
| Proposal Three Ratification of Independent Registered Public Accounting Firm |
Compensation Actually Paid vs. Net Income and Adjusted EBITDA
The Audit Committee has selected PricewaterhouseCoopers LLP ("PwC") as our independent registered public accountant and to audit our consolidated financial statements for the fiscal year ending December 31, 2026. The Board of Directors has determined that it would be desirable to request that the stockholders ratify such appointment. PwC was our independent registered public accounting firm for our 2025 audit. The Audit Committee's policy is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm, including the fees for those services, subject to the de minimis exception for non-audit services provided by SEC rules. Additionally, the Audit Committee may delegate to one or more of its members the authority to review and pre-approve any such services in between the Audit Committee's regular meetings. Any such pre-approval will be subsequently considered and ratified by the Audit Committee at the next regularly scheduled meeting. All of the audit and permissible non-audit services provided by PwC in fiscal year 2025 and related fees were approved in accordance with the Audit Committee’s policy. Before selecting PwC, the Audit Committee considered the firm's qualifications as independent registered public accountants and concluded that, based on its prior performance and its reputation for integrity and competence, it was qualified. The Audit Committee also considered whether any non-audit services performed for us by PwC would impair PwC's independence and concluded that they did not. If the stockholders do not ratify the selection of PwC, the Audit Committee may reconsider its selection. Even if the selection is ratified, the Audit Committee, in its sole discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. A representative of PwC is expected to attend the Annual Meeting. The representative will have the opportunity to make a statement if he or she desires to do so and to respond to appropriate questions.