| Acushnet Holdings Corp. | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check the appropriate box): | ||||
ý | No fee required. | |||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies: | |||
| (2) | Aggregate number of securities to which transaction applies: | |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
| (4) | Proposed maximum aggregate value of transaction: | |||
| (5) | Total fee paid: | |||
o | Fee paid previously with preliminary materials. | |||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
| (2) | Form, Schedule or Registration Statement No.: | |||
| (3) | Filing Party: | |||
| (4) | Date Filed: | |||
ACUSHNET HOLDINGS CORP.
333 BRIDGE STREET
FAIRHAVEN, MASSACHUSETTS 02719
12, 2019
(1)To elect as Class I directors to hold office for a three-year term, the following nominees recommended by the Board of Directors: David Valcourt, Norman Wesley and Yoon Soo Yoon;
| (1) | To elect as directors the following nominees recommended by the Board of Directors: Jennifer Estabrook, Gregory Hewett, David Maher, Sean Sullivan, Steven Tishman, Walter Uihlein, Norman Wesley, Gene Yoon and Kevin Yoon; |
| (2) | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019; |
| (3) | To approve, in a non-binding advisory vote, the compensation paid to the named executive officers; and |
| (4) | To conduct any other business properly brought before the meeting. |
officers.
Sincerely, David E. Maher President and Chief Executive Officer  |
ACUSHNET HOLDINGS CORP.
(1)To elect as Class I directors to hold office for a three-year term, the following nominees recommended by the Board of Directors: David Valcourt, Norman Wesley and Yoon Soo Yoon;
| (1) | To elect as directors the following nominees recommended by the Board of Directors: Jennifer Estabrook, Gregory Hewett, David Maher, Sean Sullivan, Steven Tishman, Walter Uihlein, Norman Wesley, Gene Yoon and Kevin Yoon; |
| (2) | To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2019; |
| (3) | To approve, in a non-binding advisory vote, the compensation paid to the named executive officers; and |
| (4) | To conduct any other business properly brought before the meeting. |
| By Order of the Board of Directors | ||
 |
Executive Vice President, Chief Legal Officer and Corporate Secretary
Annual Meeting virtually.
Questions and Answers About The Annual Meeting and Voting Proposal 1—Election of Directors Information About Our Board of Directors and Corporate Governance Board Independence Director Independence Board Leadership Structure Meetings of the Board of Directors and its Committees Executive Sessions Role of the Board in Risk Oversight Director Nominations Code of Business Conduct and Ethics Corporate Governance Guidelines Report of Proposal 3—Non-Binding Vote on Executive Compensation Executive Compensation Governance Practices and Principles Role of the Compensation Committee, the Board and Components of our Executive Compensation Program Benefits and Perquisites Retirement Plans Retiree Health Benefits Deferred Compensation Severance and Change in Control Arrangements Stock Ownership Policy Report of the Compensation Committee Summary Compensation Table Grants of Plan-Based Awards in Outstanding Equity Awards as of December 31, Pension Benefits for Nonqualified Deferred Compensation for Potential Payments Upon Termination or Change in Control Severance and Change in Control Arrangements Director Compensation Securities Authorized for Issuance under Equity Compensation Other Matters ACUSHNET HOLDINGS CORP. We believe that hosting a virtual meeting will enable more of our stockholders to attend the meeting because our stockholders can participate from any location with Internet access. By following the instructions in this proxy statement, stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting. attend the Annual Meeting. To participate and vote your shares at the Annual Meeting, you will need the will be present. her earlier death, resignation, retirement, disqualification or removal. Walter (Wally) Uihlein Yoon Soo (Gene) Yoon Jennifer Estabrook(2)(3) Gregory Hewett(1)(2) Christopher Metz(2) Sean Sullivan(1) Steven Tishman(1) David Valcourt(3) Norman Wesley(3) Yoon Soo (Gene) Yoon, Steven Tishman, intend to vote the proxies held by them for the election of Leadership Structure Our Board of Directors has determined that each of Messrs. Sullivan, Hewett and Tishman qualify as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K. Stockholders. oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. We believe that the leadership structure of our Board of Directors provides appropriate risk oversight of our activities. the Compensation Committee is or has been an officer or employee of ours or any of our subsidiaries. None of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee. Audit Fees(1) Audit-Related Fees(2) Tax Fees(3) All Other Fees(4) Total 2019. 11. 2016, retired as Executive Vice President and CHRO of the Company, effective January 1, 2019. Mr. Brendan J. Reidy joined the Company on January 1, 2019 as Senior Vice President and CHRO. 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 2018, as described in more detail below, were also generally ratified by the full Board. compensation program, the Compensation Committee also considered the results of the advisory vote of stockholders regarding executive compensation taken at the Company’s 2018 Annual Meeting of Stockholders, where 99% of those shares voted supported our compensation practices. ” • 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 Compensation practices of different industries. Annual Cash Incentive Multi-Year RSUs and Multi-Year PSUs Net income (loss) attributable to Acushnet Holdings Income tax expense, net Interest expense, net Depreciation and amortization EAR Plan(a) Shared-based compensation(b) One time executive bonus(c) Restructuring charges(d) Transaction fees(e) Beam indemnification income(f) Loss on the fair value of our common stock warrants(g) Other non-cash gains, net Nonrecurring income(h) Net income attributable to noncontrolling interests(i) Adjusted EBITDA Income from operations Depreciation and amortization EAR Plan(a) One time executive bonus(b) Restructuring charges(c) Transaction fees(d) Foreign currency reclassification Net income attributable to noncontrolling interests(e) Plan Adjusted EBITDA Consistent with the determined based on the factors described above as well as individual negotiations between the Company and him in connection with his hiring in December 2017, as further described under "Executive Agreements" below. Walter Uihlein William Burke James Connor David Maher Joseph Nauman and execute the annual business plan. The Compensation Committee chose Adjusted EBITDA as the metric for our annual cash incentives because it is an important measure of company financial performance and rewards increased company profitability. In addition, this metric provides a consistent measure that is well understood by our employees from our time as a privately held company, and it is the primary metric used in our credit facility and in the development of our strategic plans. Company, as further described under "Executive Agreements" below. Mr. Gibbons' 2018 incentive target was established in connection with his commencement of employment with the Company in December 2017. Walter Uihlein William Burke James Connor David Maher Joseph Nauman Walter Uihlein William Burke James Connor David Maher Joseph Nauman Consistent with William Burke James Connor David Maher Joseph Nauman Walter Uihlein William Burke James Connor Joseph Nauman David Maher cycle, as shown below: dates. 2018. these plans. officers, other than Messrs. Gibbons and Lindner (who both commenced employment after the Pension Plan was closed to new participants), is a participant in the Pension Plan and is fully vested in his benefits under the Pension Plan. Payouts under the Pension Plan are normally made in the form of a life annuity, unless another payment option is elected. Effective December 31, 2015, the Pension Plan was closed to new participants and benefit accruals Each of Messrs. Burke and Doherty is eligible for the retiree medical plan, and Mr. Maher will become eligible when he reaches 55 years of age. Messrs. Gibbons and Lindner will not be eligible for the program, based on their dates of hire. 35 miles from the Compensation Committee Interlocks and Insider Participation Proposal 2—Ratification of Independent Registered Public Accounting Firm Thethe Audit CommitteeProposal 4—Non-Binding Vote on Frequency of Stockholder Votes on Executive Compensation—CompensationExecutive CompensationCompensation Discussion And AnalysisIntroduction21Compensation CommitteeExecutives in Compensation DecisionsSay on Pay Vote Outcome and Stockholder Engagement Resources Guiding Compensation Decisions Analysis of Base SalaryAnalysis of Annual Cash IncentivesAnalysis of Long-Term Incentives (LTIP, EAR, Multi-Year RSUs and Multi-Year PSUs)Excise TaxesCompensation Committee Interlocks34Key Compensation Actions in 201734Clawback Policy Executive Hedging and Pledging Policy Compensation Risk Assessment Code Section 162(m) Policy 20162016Option ExercisesStock Vested in 201620162016Plans. Principal StockholdersPrincipal Stockholders Certain Relationships and Related Party Transactions Table of Contents
333 BRIDGE STREET
FAIRHAVEN, MASSACHUSETTS 02719
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING20172019 Annual Meeting of Stockholders to be held at 9:00 a.m. Eastern Daylight Time on June 12, 2017,3, 2019, and any adjournments or postponements thereof. This annual meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast."our,""our" and "us" are used in this proxy statement to refer to Acushnet Holdings Corp. and its consolidated subsidiaries. The terms "Board" and "Board of Directors" refer to our Board of Directors. The term "Magnus" refers to Magnus Holdings Co., Ltd., a wholly-owned subsidiary of Fila Korea Co., Ltd. ("Fila Korea"), who controls a majority of the voting power of all outstanding shares of our common stock.William Burke,Thomas Pacheco, our Executive Vice President, Chief Financial Officer and Treasurer,Chief Accounting Officer, and Roland Giroux,Brendan Gibbons, our Executive Vice President, Chief Legal Officer and Corporate Secretary, as proxies or proxy holders for the Annual Meeting.20162018 Annual Report on Form 10-K, at www.proxyvote.com. Please see the instructions below regarding how to submit your vote.17, 201710, 2019 (the "Record Date") will be entitled to vote at the Annual Meeting. On the Record Date, there were 74,451,97775,608,207 shares of common stock outstanding and entitled to vote. Stockholders are not permitted to cumulate their votes in the election of directors.later decide not to attend the virtual meeting.16-digit control number16-Digit Control Number included on your Notice of Internet Availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted if you later decide not to attend the virtual meeting.fourthree proposals scheduled to be voted on at the meeting:•Valcourt,Maher, Mr. Sean Sullivan, Mr. Steven Tishman, Mr. Walter Uihlein, Mr. Norman Wesley, Mr. Gene Yoon and Mr. Yoon SooKevin Yoon as Class I directors to hold office for a three-year term.•2017.••Determination, in a non-binding advisory vote, of whether a non-binding stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years.•Valcourt,Maher, Mr. Sean Sullivan, Mr. Steven Tishman, Mr. Walter Uihlein, Mr. Norman Wesley, Mr. Gene Yoon and Mr. Yoon SooKevin Yoon as Class I directors to hold office for a three-year term.directors.•2017.2019.••ONE YEAR with respect to the frequency of non-binding stockholder votes to approve the compensation paid to our named executive officers.it is the intention of the persons named in the accompanying proxy towill vote on those matters in accordance withaccording to their best judgment.in accordance with your wishes shouldif you later decide not to attend the meeting. You may still attend the meeting and vote electronically during the meeting even if you have already voted by proxy.•GOLF2017.GOLF2019. You will be asked to provide the control number from your Notice.•11, 20172, 2019 to be counted. If you return your signed proxy card to us by June 11, 2017,2, 2019, we will vote your shares as you direct.•11, 20172, 2019 to be counted.16-digit control number16-Digit Control Number included on your Notice of Internet Availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted if you later decide not to attend the virtual meeting.GOLF2017.GOLF2019. If you were a stockholder or joint holder as of the Record Date, or you hold a valid proxy for the Annual Meeting, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below:•GOLF2017;•••20172019 Annual Meeting of Stockholders.3 and 43 are "non-routine" matters and Proposal 2 is a "routine" matter.3 and 43 are considered non-routine matters, and your broker or nominee may not vote your shares on Proposals Nos. 1 and 3 or 4 without your instructions. Proposal No. 2 is considered a routine matter, and your broker or nominee may vote your uninstructed shares on Proposal 2.•election of directors, thedirector nominees receiving the most "FOR" votes from the holders of shares present in person or represented by proxy and entitled to vote on the election of directors will be elected. Votes may be cast in favor of or withheld with respect to the director nominee. Votes that are withheld will have the same effect as an abstention and will not count as a vote "FOR" or "AGAINST" a director. Broker non-votes will have no effect on the outcome of Proposal No. 1.•To be approved, ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017, must receive the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as a vote "AGAINST" the proposal. Brokers may vote uninstructed shares with respect to Proposal No. 2. Therefore, thereBroker non-votes, if any, will behave no broker non-votes foreffect on the outcome of Proposal No. 2.•To be approved, approval of the compensation paid to the named executive officers must receive the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as a vote "AGAINST" the proposal. Broker non-votes will have no effect on Proposal No. 3.•To be approved, Proposal 4, determination of the frequency of non-binding stockholder votes to approve the compensation paid to our named executive officers, must receive the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have no effect on this advisory vote because only votes indicating a preference for the frequency of the advisory vote on executive compensation will be considered. Broker non-votes will have no effect on Proposal No. 4.52.8%52% of the voting power) and has advised us that they intend to vote all such shares in favor of the director nominees listed herein, for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2017, for the approval of the compensation paid to the named executive officers and "one year" with respect to the advisory vote on the frequency of stockholder votes to approve the compensation paid to our named executive officers. As a result, ifeach Proposal. If Magnus votes as indicated, the vote for all suchof these matters is assured.74,451,977 75,608,207 shares of common stock outstanding and entitled to vote. Abstentions, withheld votes and broker non-votes are counted for determining whether a quorum is present. If there is no quorum, the chairperson or the holders of a majority of shares present in person or represented by proxy and entitled to vote at the meeting may adjourn the meeting to another date. Magnus has advised us that they will be present, either in person or by proxy, at the Annual Meeting. As a result, ifIf Magnus so attends, a quorum is assured.maywill be deemed present "in person" for the purposes of satisfying the foregoing ownership requirements.•11, 2017;•11, 2017;•11, 2017;2, 2019; or•20172019 Annual Meeting, revoking your proxy and voting.20172019 Annual Meeting will not by itself revoke a proxy.29, 201714, 2019 to our Corporate Secretary, 333 Bridge Street, Fairhaven, Massachusetts 02719, and must comply with all applicable requirements of Rule 14a-8.20182020 Annual Meeting of Stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:•12, 2018;4, 2020; and•
ELECTION OF DIRECTORSour Board of Directors is divided into three classes, Class I, Class II and Class III, with each class containing,in effect as nearly as possible, one-third of the total number of directors serving staggered three-year terms. Directors indate hereof, each elected director shall hold office for a particular class are elected for three-year termsterm expiring at the Company's next annual meeting of stockholders in the year in which their terms expire. The classification of our Board of Directors may have the effect of delayingand until a successor has been duly elected and qualified or preventing changes in our managementuntil his or a change in control of our company.in a class, including vacancies created by an increase in the number of directors, serves for the remainder of the previous director's full term of that class or until the director's successor is duly elected and qualified or his or her death, resignation, retirement, disqualification or removal from office. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.upon the affirmative vote of a majority in voting power of all outstanding shares of stock entitled to vote thereon, voting together as a single class; provided, however, at any time when Magnus or any successor or affiliates beneficially owns, in the aggregate, less than 50 percent of the then-issued and outstanding shares of our common stock, directors may only be removed for cause, andbut only by the affirmative vote of the holders of at least 662/3 percent 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.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, 52.8%52% in voting power of the then-issued and outstandingthen-outstanding shares of common stock of the Company.election as directors and for each of the continuing membersmember of the Board of Directors as of the date of this proxy statement. Key biographical information for each of these individuals is set forth below. Class Age Position Director
Since Current
Term
Expires Expiration
of Term
for which
Nominated II 67 President and Chief Executive Officer and Director 2011 (4) 2018 N/A I 71 Chairman 2011 2017 2020 III 56 Director 2016 (4) 2019 N/A III 48 Director 2016 2019 N/A II 52 Director 2016 2018 N/A III 50 Director 2016 2019 N/A II 60 Director 2016 2018 N/A I 65 Director 2016 2017 2020 I 67 Director 2016 2017 2020 (1)Member of our Audit Committee. Age Position Director
SinceDavid Maher 51 President and Chief Executive Officer and Director 2018 Yoon Soo (Gene) Yoon 73 Chairman 2011 58 Director 2016 50 Director 2016 52 Director 2016 62 Director 2016 Walter Uihlein 69 Director 2011 69 Director 2016 43 Director 2019 (2)Member of our Compensation Committee.(3)(1) Member of our Nominating and Corporate Governance Committee. (2) Member of our Compensation Committee. (3) Member of our Audit Committee. (4) Mr. Yoon was appointed to the Board of Directors on April 8, 2019, succeeding Jonathan Epstein, who passed away on February 15, 2019. Yoon Soo (Gene) Yoon is the father of Keun Chang (Kevin) Yoon. Corporate Governance Committee.(4)Mr. Uihleinwas appointed President and Ms. Estabrook also served as directorsChief Executive Officer of Acushnet Company, effective January 1, 2018. Prior to that, Mr. Maher was Chief Operating Officer from June 2016 to December 2017, Senior Vice President, Titleist Worldwide Sales and Global Operations from February 2016 to June 2016 and Vice President, Titleist U.S. Sales from 2001 to January 2016. Mr. Maher has served on our operating subsidiary, from 1984 and 2011, respectivelyboard of directors since March 2018. Mr. Maher brings to October, 2016.Table of Contents71,73, has been the Chairman of Fila Korea since 1994 and was the Chief Executive Officer of Fila Korea sincefrom 1991 until March 2018. Fila Korea's common stock is publicly traded and the Chairman of Fila Korea since 1994. Fila Korea is a public companyits shares are listed on the Korea Exchange. Mr. Yoon has served as the chairmanChairman of our boardBoard of directorsDirectors since 2011. Mr. Yoon also served as the chairmanChairman of the boardBoard of directorsDirectors of Acushnet Company, our operating subsidiary, from 2011 to October 2016 and served as the President of Acushnet Holdings Corp. from 2011 until May 2016. Mr. Yoon was selected to serve as a director because of his affiliation with Fila, hishas knowledge and experience in consumer products and hishas experience as the chairman of Acushnet Holdings Corp. since 2011 and as the chairman of Acushnet Company from 2011 to 2016.David ValcourtJennifer Estabrook, 65, served as Senior Mentor/Highly Qualified Expert58, has been the Acting President of Fila North America since February 2019 and Korea-U.S. Alliance Military Exercise Facilitator for US Forces Korea from 2011-2016. He assumed this position following his retirement from the Army in 2010 as Lieutenant General after 37 years of active duty service. Lt. Gen. Valcourt also joined WILL Interactive, a developer of interactive video-based simulations designed to modify behavior and enhance performance, as Vice President upon retirement from the Army; he transitioned to the role of Special Advisor in January 2016. Lt. Gen. Valcourt has served on our board of directors since October 2016. Lt. Gen. Valcourt was selected to serve as a director because of his extensive leadership and management experience.Norman Wesley, 67, is the former Chief Executive Officer and Chairman of Fortune Brands, Inc. Mr. Wesley joined Fortune Brands in 1984 and became President andFila North America's Chief Operating Officer from December 2015 to February 2019. In addition, Ms. Estabrook was the Executive Vice President, Business Operations of Fortune Brands inFila USA, Inc. from September 1998,2010 until December 2015. Ms. Estabrook has also been the Head of Global Licensing for Fila Luxembourg S.à.r.l. since 2014 and Chairman and Chief Executive Officera member of Fortune Brands in December 1999. He served as Chief Executive Officer through Decemberthe Board of Managers of Fila Luxembourg S.à.r.l. since 2007 and as Chairman until September 2008. Previously, Mr. Wesleyhas held various managementseveral other positions at Crown Zellerbach Corporation. Mr. Wesley currently serves as a director of Acuity Brands,Fila USA, Inc. and Fortune Brands Home & Security,its affiliates since 2005. Fila USA, Inc. Mr. Wesley was previouslyand Fila Luxembourg S.à.r.l. are wholly-owned subsidiaries of Fila Korea, a director of Keurig Green Mountain, Inc., ACCO Brands Corporation, Fortune Brands, Inc., Pactiv Corporation, and R.R. Donnelly & Sons. Mr. Wesley has served on our board of directors since October 2016. Mr. Wesley was selected to serve as a director because of his extensive experience in the consumer products industry, his prior leadership experience, and his experience serving on other public company boards.Walter (Wally) Uihlein, 67, joinedlisted on the company in 1976 and was appointed President and Chief Executive OfficerKorea Exchange. Ms. Estabrook also serves on the Board of Acushnet Company in 1995 and was appointed President and Chief Executive OfficerTrustees of Acushnet Holdings Corp. in May 2016. Mr. Uihleinthe University of Maryland Baltimore Foundation, Inc. Ms. Estabrook served as a member of the board of directors of Acushnet Company, our operating subsidiary, from 19842011 to October 2016, and2016. Ms. Estabrook has served on our boardBoard of directorsDirectors since October 2016. In 2005, Mr. Uihlein received the PGA of America's Distinguished Service Award, the organization's highest honor. Mr. Uihlein was selected to serve asMs. Estabrook has a director because he is our Presidentmulti-faceted background and Chief Executive Officerexperience, knowledge and has extensiveoperational experience as an executive in the golf industry, as well as due to hisconsumer products and sporting goods and experience as a director of Acushnet Company.Company since 2011.Christopher MetzGregory Hewett, 52, 50, is the principal of GH Consulting LLC, a private consultancy for businesses and institutional investors that he founded in March 2015. Previously, Mr. Hewett served at The Blackstone Group L.P. from August 2005 through February 2015 in various capacities, 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 has served on our Board of Directors since October 2016. Mr. Hewett has significant experience in finance.ExecutiveFinancial Officer of Arctic Cat,AMC Networks Inc., a position he has held from December 2014 until March 2017. Previously, Mr. Metz was a Managing Director of Sun Capital Partners,since 2011. Prior to joining AMC Networks Inc., a private equity firm,Mr. Sullivan served as Chief Corporate Officer of RMH from 2010 to 2011, Chief Financial Officer of HiT Entertainment from 2009 to 2010 and Chief Financial Officer and President of Commercial Print and Packaging division of Cenveo, Inc. from 2005 to 2014. Prior to joining Sun Capital,2008. Mr. Metz held various senior leadership positions at Black & Decker, including President of its Hardware and Home Improvement Group from 1999 to 2005 and General Manager of its DeWALT European Power Tools business based in Frankfurt, Germany from 1996 to 1999. Mr. Metz previously served as a director of Arctic Cat, Inc. and Vince Holding Corp. Mr. MetzSullivan has served on our boardBoard of directorsDirectors since October 2016. Mr. Metz was selected to serve as a director because of his extensive global operating and leadershipSullivan has significant experience in the consumerfinance and durable goods industries and his experience serving on other public company boards.operations.Table of Contents60,62, 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, Co-Head of the firm's M&A Commitment Committee and a member of the firm's Corporate Finance Board of Directors. 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 is currently a trustee of GoodHaven Funds Trust and was previously a director of Cedar Fair L.P., Nautica Enterprises, Inc., Claire's Stores, Inc. and Odimo, Inc. Mr. Tishman has served on our boardBoard of directorsDirectors since October 2016. Mr. Tishman was selected to serve as a director because of hishas extensive experience in finance and management and serving on other public company boards.Class III DirectorsJennifer EstabrookWalter (Wally) Uihlein, 56, has been69, our former President and Chief Executive Officer, joined the Company in 1976 and was appointed President and Chief OperatingExecutive Officer of Fila North America since December 2015Acushnet Company in 1995 and was theappointed President and Chief Executive Vice President, Business OperationsOfficer of Fila USA, Inc. from September 2010Acushnet Holdings Corp. in May 2016 until December 2015. Ms. Estabrook has also been the Headhis retirement as of Global Licensing for Fila Luxembourg S.à.r.l. since 2014 and a member of the Board of Managers of Fila Luxembourg S.à.r.l. since 2007 and has held several other positions at Fila USA, Inc. and its affiliates since 2005. Fila USA, Inc. and Fila Luxembourg S.à.r.l. are wholly-owned subsidiaries of Fila Korea, a public company listed on the Korea Exchange. Ms. EstabrookJanuary 1, 2018. Mr. Uihlein served as a member of the board of directors of Acushnet Company, our operating subsidiary, from 20111984 to October, 2016. Ms. Estabrook2016, and has served on our boardBoard of directorsDirectors since October 2016. Ms. Estabrook was selected to serveIn 2005, Mr. Uihlein received the PGA of America's Distinguished Service Award, the organization's highest honor. Mr. Uihlein has extensive experience as a director because of her affiliation with Fila, her knowledgean executive in the golf industry, as well as experience as our former President and experience in consumer productsChief Executive Officer and her experience as a director of Acushnet Company since 2011.Company.Gregory HewettNorman Wesley, 48,69, is the principalformer Chief Executive Officer and Chairman of GH Consulting LLC, a private consultancy for businessesFortune Brands, Inc. Mr. Wesley joined Fortune Brands in 1984 and institutional investors that he foundedbecame President and Chief Operating Officer of Fortune Brands in March 2015.September 1998, and Chairman and Chief Executive Officer of Fortune Brands in December 1999. He served as Chief Executive Officer through December 2007 and as Chairman until September 2008. Previously, Mr. Hewett servedWesley held various management positions at The Blackstone Group L.P. from August 2005 through February 2015 in various capacities, including most recentlyCrown Zellerbach Corporation. Mr. Wesley currently serves as a Senior Managing Director. Prior to joining Blackstone,director of Fortune Brands Home & Security, Inc. Mr. Hewett served asWesley was previously a Director in the Investment Banking Divisiondirector of Credit Suisse First Boston, which he joined in 2000 when it acquired Donaldson, LufkinAcuity Brands, Inc., Keurig Green Mountain, Inc., ACCO Brands Corporation, Fortune Brands, Inc., Pactiv Corporation, and R.R. Donnelly & Jenrette, where he was an Associate in the Investment Banking Division. Prior to joining Donaldson, Lufkin & Jenrette,Sons. Mr. Hewett practiced law at Bryan Cave LLP. Mr. HewettWesley has served on our boardBoard of directorsDirectors since October 2016. Mr. Hewett was selected to serve as a director because of his significantWesley has extensive experience in finance.the consumer products industry, prior leadership experience and experience serving on other public company boards.Sean SullivanKeun Chang (Kevin) Yoon, 50, is43,has been the President and Chief Executive Officer of Fila Korea since March 2018. Mr. Yoon also served as Chief Financial Officer and Executive Vice President of the Strategic Planning and Footwear Division of Fila Korea 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 AMC Networks Inc., a position he has held since 2011. Mr. Sullivan servedFila North America as Chief Corporate Officer of RMHwell as other Fila affiliations from 2010 to 2011. Prior to joining AMC Networks Inc., Mr. Sullivan served as Chief Financial Officer of HiT Entertainment fromFebruary 2009 to 2010 and Chief Financial Officer and President of Commercial Print and Packaging division of Cenveo, Inc. from 2005 to 2008. Mr. Sullivan has served on our board of directors sinceuntil October 2016. Fila North America is a wholly-owned subsidiary of Fila Korea, a public company listed on the Korea Exchange. Mr. Sullivan was selected to serve as a director becauseYoon has led the successful turnaround of his significantFila North America and Fila Korea. Mr. Yoon has knowledge and experience in financeoperations within the consumer and operations.sporting goods industry. Class I directors will be elected by a plurality of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting. The directors elected at the Annual Meeting will hold office until the 2020 annual meeting of stockholders and until their successors are duly elected and qualified or his or her death, resignation, retirement, disqualification or removal from office. Mr. Valcourt, Mr. Wesley and Mr. Yoon, to serve as Class I Directors. The proxies cannot be voted for more than three candidates foreach director. The Board of Directors knows of no reason why these nominees should be unable or unwilling to serve, but if that should be the case, proxies received will be voted for the election of such other persons, if any, as the Board of Directors may designate. If you hold your shares in street name and you do not give voting instructions to your broker, your broker will leave your shares unvoted on this matter.Valcourt,Gregory Hewett, Mr. David Maher, Mr. Sean Sullivan, Mr. Steven Tishman,
Mr. Kevin Yoon to serve as Class I Directors.directors.companies. Our Corporate Governance Guidelinescompanies and require our Board of Directors to review the independence of all directors at least annually.under NYSE listing standards and taking into account any applicable committee standards and the rules under the Exchange Act, Messrs. Hewett, Metz, Sullivan, Tishman Valcourt and Wesley and Ms. Estabrook are "independent."Board Composition Our Board of Directors consists of nine members. In accordance with our Amended"independent" under NYSE listing standards, that Ms. Estabrook and Restated Certificate of Incorporation, our Board of Directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Our directors are divided among the three classes as follows:•The Class I directors are Messrs. Valcourt, Wesley and Yoon, and their terms will expire at the annual meeting of stockholders held in 2017;•The Class II directors are Messrs. Metz, Tishman and Uihlein, and their terms will expire at the annual meeting of stockholders to be held in 2018; and•The Class III directors are Messrs. Hewett and Tishman meet the additional independence requirements applicable to compensation committee members under NYSE listing standards, and that Messrs. Sullivan, Hewett and Ms. Estabrook, and their terms will expire atTishman also meet the annual meetingadditional independence requirements of stockholders to be held in 2019. We expect that additional directorships, if any, resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-thirdRule 10A-3 of the directors. The division of our Exchange Act applicable to audit committee members.of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.prepare the audit committee report required by the SEC to be included in our proxy statement and to assist our Board of Directors in overseeing:••••Valcourt,Wesley, who serves as the Chair, and Mr. Sullivan and Ms. Estabrook and Mr. Wesley.Estabrook. Our Board of Directors has determined that each member of our Nominating and Corporate Governance meets the requirements for independence under NYSE listing standards and SEC rules and regulations.standards. The purpose of the Nominating and Corporate Governance Committee is to, among other things:••••••Metz.Tishman. The purpose of the Compensation Committee is to assist our Board of Directors in discharging its responsibilities relating to:••monitoring•non-Section 16 officeremployee of the Company, other than its executive officers, under our incentive compensation or other equity-based plans, subject to compliance with the applicable plan and the laws of our state of jurisdiction. In addition, the Compensation Committee has the authority under its charter to retain outside consultants or advisors.Section 16our executive officers. These services include, but are not limited to: establishment of peer companies for benchmarking, pay analysis, equity comparisons, pay trends, analysis and recommendations on compensation changes. Pearl Meyer reviews the peer benchmarking group annually and may make recommendations for replacement where a company has been acquired or merged. Pearl Meyer also periodically reviews director compensation.Mr.Messrs. Hewett and Mr. MetzTishman is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act and each member of our Compensation Committee is an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Most of our directors and all committees of the Board were appointed and formed, respectively, in connection with, and shortly prior to, our initial public offering in November 2016. 2016,2018, our Board of Directors held twofive meetings, our Audit Committee met once,eight times, our Compensation Committee met twosix times and the Nominating and Corporate Governance Committee did not meet.met three times. While a member of the Board of Directors, each of our directors attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and the total number of meetings held by all committees of the Board on which such member served.annual meetingAnnual Meeting of stockholders. We completedStockholders. In 2018, all nine of our initial public offering in November 2016, and did not have an annual meetingthen directors attended the Annual Meeting of stockholders in 2016.CompensationNominating and Corporate Governance Committee and the Nominating and Corporate GovernanceCompensation Committee to ensure effective and efficient minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company's business and industry, independence of thought and an ability to work collegially and (b) all other factors it considers appropriate, which may include board diversity, existing commitments to other businesses, potential conflicts of interest with other pursuits, legal considerations such as antitrust issues, corporate governance background, various and relevant career experience, relevant technical skills, relevant business or government acumen, financial and accounting background, executive compensation background and the size, composition and combined expertise of the existing Board.ethicsbusiness conduct and business conductethics is available on our website at www.acushnetholdingscorp.com/investors under "Governance."Governance," Our code of ethics and business conduct is a "code of ethics," as defined in Item 406(b) of Regulation S-K. We expect to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.Contents
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM2017.2019. 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 20162018 audit.20162018 and 20152017 were: Year Ended December 31, 2016 2015 (in thousands) $ 8,794,282 $ 3,090,379 950,000 — 182,435 98,030 10,105 10,000 $ 9,936,822 $ 3,198,409 (1)"Audit Fees" consist of professional services rendered in connection with the audit of our annual financial statements, including audited financial statements presented in our annual report on Form 10-K, review of our quarterly financial statements presented in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. Audit fees also include professional services rendered in connection with the audit of our annual financial statements prepared on an International Financial Reporting Standards ("IFRS") basis and provided to Fila Korea. Fila Korea has agreed to reimburse us for audit fees related to IFRS basis reporting. Audit fees for 2016 also consisted of professional services rendered in connection with Year Ended December 31, 2018 2017 $ 4,686,235 $ 5,647,741 148,000 109,637 488,537 542,619 12,607 1,330 Total $ 5,335,379 $ 6,301,327 (1) "Audit Fees" consist of professional services rendered in connection with the audit of our annual financial statements, including audited financial statements presented in our annual report on Form 10-K, review of our quarterly financial statements presented in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. Audit fees also include professional services rendered in connection with Fila Korea's opening balance sheet subsequent to our initial public offering and the audit of our annual financial statements prepared on an International Financial Reporting Standards ("IFRS") basis and provided to Fila Korea. Fila Korea has agreed to reimburse us for fees related to these services. Audit fees for 2017 also consisted of professional services rendered in connection with our Form S-1 registration statement related to our secondary offering of common stock completed in November 2017. (2) "Audit-Related Fees" generally consist of assurance and related services, including audits of financial statements of employee benefit plans, that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not included under “Audit Fees” above. (3) "Tax Fees" include the aggregate fees billed in each such year for professional services rendered by the independent auditors for tax compliance and the preparation of tax returns and refund requests. (4) "All Other Fees" include the aggregate fees billed in each such fiscal year for products and services by the independent auditors that are not reported under "Audit Fees," "Audit-Related Fees" or "Tax Fees." our Form S-1 and Form S-8 registration statements related to our initial public offering of common stock completed in November 2016.(2)"Audit-Related Fees" in 2016 consisted of fees for professional services rendered in connection with the audit of the opening balance sheet on the date on which Fila Korea acquired a controlling interest in the Company. The audit was performed on behalf of Fila Korea to support their accounting requirements. Fila Korea has reimbursed us for these audit-related fees which were incurred on their behalf.(3)"Tax Fees" include the aggregate fees billed in each such year for professional services rendered by the independent auditors for tax compliance and the preparation of tax returns and refund requests.(4)"All Other Fees" include the aggregate fees billed in each such fiscal year for products and services by the independent auditors that are not reported under "Audit Fees," "Audit-Related Fees" or "Tax Fees."2017;2019; however, our Board of Directors is submitting the selection of PwC to our stockholders for ratification because we value our stockholders' views on our independent registered public accounting firm.2017. Abstentions will have the effect of a vote "AGAINST" the ratification of PwC as our independent registered public accountant.2017.2019.Governance—BoardGovernance-Board Leadership Structure" in this proxy statement. Management is responsible for the preparation, presentation and integrity of the Company's financial statements, the application of accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing the Company's financial statements and expressing an opinion as to their conformity with U.S. generally accepted accounting principles. In addition, the independent registered public accounting firm is responsible for auditing and expressing an opinion on the Company's internal controls over financial reporting.Board.Board (the "PCAOB"). In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.20162018 filed with the SEC.
NON-BINDING VOTE ON EXECUTIVE COMPENSATIONcarefully consider the results of this vote.2117 to 35,26, as well as the discussion regarding the Compensation Committee on page 13.PROPOSAL 4—NON-BINDING VOTE ON FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVECOMPENSATION In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, stockholders are being asked to recommend, in a non-binding advisory vote, whether a non-binding stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of the vote. In considering their vote, stockholders may wish to review with care the information presented in connection with Proposal No. 3 on page 19, the information on our compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis on pages 21 to 35 as well as the discussion regarding the Compensation Committee on page 13. We believe a one-year frequency is most consistent with the Company's approach to compensation. In reaching this recommendation, the Board of Directors considered the following:•Holding an annual advisory vote allows shareholders to provide direct input on the Company's executive compensation philosophy, objectives, policies and practices as disclosed in the proxy statement each year;•An annual advisory vote provides the Compensation Committee with the opportunity to evaluate its compensation decisions taking into account timely feedback provided by shareholders; and•The Board of Directors believes that shareholder engagement leads to enhanced governance practices. The shares represented by your proxy will be voted for every "ONE YEAR" with respect to how frequently a stockholder vote to approve, in a non-binding vote, the compensation paid to our named executive officers should occur unless you specify otherwise.Our Board of Directors recommends that you vote "ONE YEAR" with respect to how frequently a stockholder vote to approve, in a non-binding vote, the compensation paid to our named executive officers should occur.20162018 compensation for each of our President and Chief Executive Officer, our Executive Vice President, Chief Financial Officer and Treasurer and the three other most highly compensated executive officers who were serving as such as of December 31, 2016.2018. These five executives are referred to in this Compensation Discussion and Analysis and accompanying tables as our named executive officers:Name Title Walter (Wally) UihleinDavid Maher President and Chief Executive Officer William Burke Executive Vice President, Chief Financial Officer and Treasurer James ConnorChristopher Lindner President - FootJoy David MaherChief Operating OfficerJoseph NaumanBrendan Gibbons Executive Vice President, Chief Legal Officer and AdministrativeCorporate SecretaryDennis Doherty Executive Vice President, Chief Human Resources Officer Uihlein hasBurke, who had served as Senior Vice President and Chief ExecutiveFinancial Officer (“CFO”) of Acushnet Company since 19952003 and was appointedExecutive Vice President, CFO and Chief Executive OfficerTreasurer of Acushnet Holdings Corp. insince May 2016. Mr. Burke was promoted from Senior Vice President, Chief Financial Officer and Treasurer to2016, retired as Executive Vice President, Chief Financial OfficerCFO and Treasurer in April 2016. Mr. Connor retired fromof the Company, effective January 1, 2017.2019. In connection with Mr. Maher was promoted fromBurke's retirement, Mr. Thomas D. Pacheco, who had served as the Company’s Senior Vice President, Titleist Worldwide SalesFinance and Global Operations to Chief OperatingAccounting Officer in June 2016. Mr. Nauman("CAO") since April 2017, was promoted fromappointed by the Board as Executive Vice President, CorporateCFO and LegalCAO of the Company, effective January 1, 2019. In connection with this appointment, Mr. Pacheco's base salary was increased to $425,000, his annual cash incentive opportunity was set at 60% of his base salary and his annual long term incentive target grant was $600,000.Chief Legal and Administrative Officer inCHRO of Acushnet Holdings Corp. since June 2016.non-executive compensation programs,program for employees generally, is aligned with our business strategy and culture. The key priorities of our executive compensation program are to attract, motivate and retain world class talent to drive the success of our Company and support and steward two of the most revered brands in golf, Titleist and FootJoy. We have designed our executive compensation program to align the compensation actually earned by our named executive officers with our performance by competitively rewarding good performance and more aggressively rewarding outperformance. Oursuperior performance.direct compensation (consisting of base salary, annual cash incentive compensation and long-term incentive compensation) that:
••talent by providing competitive levels of salary and total direct compensation;talent;•provides incentive compensation that promotes desired behavior without encouraging unnecessary and excessive risk; and
••motivates and rewards executives for outperformancesuperior performance when compared to the market.programs,program, we are generally guided by the following principles:needed.The Company's overall compensation levels are targeted to attract the management talent needed to achieve and maintain a leadership position in the markets wherein which the Company competes.CompanyCompensation Committee does not formulaically target or position executive compensation at a specific percentile relative to market data, but seeks to set compensation at a competitive level withinwith similar positions at comparable companies. As most of the industry.relatedtied to Company performance.The Company's annualelements represent a significant majority percentage of each of the named executive officer'sofficer’s compensation opportunity and are tied directly to corporateCompany performance. Under the Company'sCompany’s compensation plans, performance above targetedtarget goals generally results in compensation above targetedtarget levels, and performance below targetedtarget goals generally results in compensation below targetedtarget levels.responsibility,experience, and incentive compensation should be a greater proportion of total compensation for more senior positions.positioneach executive's responsibility and responsibility. At the same time, aexperience. A greater percentage of total compensation should be tied to corporate performance,performance-based and, therefore, placed at risk as position and responsibility increases.increase. Accordingly, individuals withour named executive officers, who have greater roles and responsibility for achieving the Company'sCompany’s performance goals, bear a greater proportion of the risk that those goals are not achieved and receive a greater proportion of the reward if those goals are met or surpassed.Company'sCompany’s executive compensation plans focusprogram focuses management on achieving strong annual performance in a manner that supportsis intended to support the Company'sCompany’s long-term success and profitability. Accordingly, the Company uses bothoffers competitive annual cash incentives, while placing a greater emphasis on long-term incentives to further align management and long-term incentives. In addition, the Company'sstockholder interests. The Company also pays incentive compensation plans are designed to reward executives based onupon the achievement of corporate-wideCompany goals rather than individual business unit performancegoals to encourage decision making based on whatthat is in the best interests of the Company as a whole rather than any particular business unit.Compensation CommitteeExecutives in Compensation Decisions Prior to our initial public offering, a compensation committee of the board of directors of Acushnet Company (the "Acushnet Company Compensation Committee") considered compensation matters with input from the Company's President and Chief Executive Officer and Executive Vice President, Chief Human Resources Officer. Following our initial public offering, the Board of Directors of Acushnet Holdings Corp. established a compensation committee (the "Compensation Committee") and delegated to the Compensation Committee similar responsibilities and oversight with respect to the Company's compensation programs. The Compensation Committee also established a similar executive compensation philosophy with respect to our named executive officers.programsprogram that reflect an overarchingreflects the business rationalepriorities of the Company and arethat is designed to be reasonable, fair, fully disclosed,attract, motivate and consistentlyretain 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 programs,program, including determining and approving base salaries,officers.thesethe responsibilities of the Compensation Committee is set forth in "Information“Information About our Board of Directors and Corporate Governance—BoardGovernance-Board Leadership Structure—CommitteesStructure-Committees of our Board of Directors—CompensationDirectors-Compensation Committee." Executive20162018 was set using the following references:Internal References External References outperformancecompanies in other industries Somewerecan be given more weight than others, depending on the nature of the decision being made.Company's majorCompany’s direct competitors are not stand-alone public golfpublicly traded companies; rather, they are part of larger corporate conglomerates and/or are privately owned.held. Thus, it iscan be difficult to obtain meaningful specific comparative data on their golf businesses. In addition, the Company often competes for executive talent with corporationscompanies outside the golf industry. Accordingly, with respect to compensation decisions for 2016, generally availableas mentioned above, the Compensation Committee considers composite market group information regardingthat includes both executive compensation levels for executives in similar positions at our peer group companies and other companies of similar size, sector, business profile and financial health, even if in other industries was also considered.Company'sCompany’s executive compensation programs areprogram is generally consistent with the Company'sCompany’s guiding principles and continuecontinues 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 an assessment of comparative market data and compensation trends relevant to the setting of the Company'sCompany’s compensation levels for 20162018 and beyond. Partthis assessment included comparing the total targeted directcomparison for compensation purposes. The Company’s peer group for purposes of 2018 executive compensation decisions consisted of the Company's named executive officers to market reference information, including, when appropriate, broad industry survey data, and the development of a compensation comparison group. The compensation comparison group is comprised offollowing 15 companies and was recommended by Pearl Meyer. The corporations that comprise the compensation comparison group are as follows:companies:American Outdoor Brands Corp. G III Apparel Group Skechers USA, Inc. Callaway Golf Company Helen of Troy Quiksilver,Steve MaddenColumbia Sportswear Companies Kate Spade & Co. Tempur Sealy International Deckers Outdoor Corp. La-Z-Boy Vista Outdoor Inc. Crocs,Fossil Group, Inc.
Kate Spade & CoOxford Industries, Inc.
Skechers USA, Inc.Columbia Sportswear CompaniesLa-Z-BoySteve MaddenDeckers Outdoor Corp.Lululemon AthleticaTempur Sealy InternationalG III Apparel GroupPerformance Sports Group Ltd.
Wolverine Worldwide Thecomparison group is reviewed periodically as warranted and revised as appropriate to ensure that the corporations in the group continue to be a reasonable comparison for compensation purposes. With respect to our compensation comparison group for 2017,review, the Compensation Committee determineddecided to replace Crocs, Inc.remove Kate Spade & Co., Lululemon Athletica, Performance Sports Group Ltd. and Quiksilver, Inc. with American Outdoor Brands Corp., Fossil Group, Inc., Oxford Industries, Inc. and Vista Outdoor Inc.as it had been acquired during the past year.20162018 executive compensation program consists of direct compensation comprised of following elements: base salary annual and long-termannual cash incentives, andtogether with equity compensation for each named executive officer (other than Mr. Gibbons) that was granted in 2016 in the form of Multi-Year Restricted Stock Units ("(“Multi-Year RSUs"RSUs”) and Multi-Year Performance Stock Units ("(“Multi-Year PSUs"). In addition, equity appreciation rights ("EARs"PSUs”) grantedthat was intended to the named executive officers in 2011 under our EAR plan (as amended from time to time, the "EAR Plan") became payable asmotivate performance for 2016, 2017 and 2018.December 31, 2016 upon the expiration of the EAR plan. Each elementthese elements of compensation, which isdiscussed further discussed below, is intended to reward and motivate executives in different ways consistent with the Company'sCompany’s overall guiding principles for compensation (as described above).compensation. The amount of total direct compensation intended to come from each element varies with an executive’s position, and level of responsibility, experience and demand for the position, and reflecting the principles that total compensation should increase with position, and responsibility and experience and that a greater percentage of an executive'sexecutive’s total compensation should be tied to corporate performance, and therefore be at risk, as an executive’s position and responsibilityresponsibilities increase.Element of Pay SummaryPurposeBase Salary Summary Purpose Base Salary ✓• Fixed compensation provided to employees for service in a particular role ✓• Provide a secure form of income for employeesexecutives ✓• Adjusted EBITDA(1)EBITDA(1) based incentive plan ✓• Incentivize achievement of the annual operating plan2015-2016 Long Term Cash Incentive Plan ("LTIP")✓ One-year, cash-based long-term incentive plan for Mr. Uihlein in 2015 based on Plan Adjusted EBITDA(2) performance versus goals✓ Promote consistent Plan Adjusted EBITDA performance over performance period✓ Two-year, cash-based long-term incentive plan for Messrs. Burke, Connor, Maher and Nauman based on Plan Adjusted EBITDA performance versus goals ✓• Time-and-performance vesting equity-basedTime-based and performance-based equity awards ✓• Retain managementexecutives and align management with investor interests✓ Actual value is determined by Company performance over a three-year time frame and/or linked to stock price✓ Motivateand stockholder interests; motivate executives to achieve superior business results over long-termEARs ✓ Time-and-performance vesting equity-based awards✓ Align management with investor interests✓ Represents a right to share in the appreciation in the value of the Company from the date of grant until payout date✓ Participant EAR payout values predicated on increase in the value of the Company, as well as multi-year Plan Adjusted EBITDA goals and, for certain EAR awards, investor internal rate of return ("IRR") levelsOther✓• The Company provides limited perquisites which may include annual life insurance premiums, the reimbursement of country club dues, financial planning, a 401(k) Plan participant match and sportinggolf equipment, gear and apparelwear ✓• Enhance productivityEncourage retirement savings and encourage work/life balanceplanning and enhance visibility of the Company's brands in the golf industry(1) ✓ The Company provides a tax gross-up“Adjusted EBITDA” represents net income (loss) attributable to Acushnet Holdings Corp. adjusted as described in Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations) of our Annual Report on Form 10-K for Mr. Uihlein with regard to investment income related to his supplemental retirement planthe year ended December 31, 2018. (1)"Adjusted EBITDA" represents net income (loss) attributable to Acushnet Holdings Corp. adjusted for income tax expense, interest expense, depreciation and amortization, the expenses relating to our EAR Plan, share-based compensation expense, a one-time executive bonus, restructuring charges, certain transaction fees, indemnification expense (income) from our former owner Beam Suntory, Inc. ("Beam"), (gains) losses on the fair value of our common stock warrants, certain other non-cash gains, nonrecurring income, net and the net income (loss) relating to noncontrolling interests in our FootJoy golf shoe joint venture. We define Adjusted EBITDA in a manner consistent with the term "Consolidated EBITDA" as it is defined in our credit agreement. Consolidated EBITDA is used in our credit agreement at the Acushnet Company level for purposes of certain material terms, including: (i) determining the applicable margin used to determine the interest rate per annum of outstanding borrowings and commitment fees for revolving commitments; (ii) calculating certain financial ratios used in financial maintenance covenants that require compliance on a quarterly basis; (iii) determining our ability to incur additional term loans or increases to our revolving credit facility; and (iv) determining the availability of certain baskets and the ability to enter into certain transactions. Adjusted EBITDA is utilized as the performance metric for the annual cash incentive awards to the named executive officers as it serves to align the interests of the Company's named executive officers with the interests of its stockholders and incentivize the named executive officers to achieve corporate goals in the context of the Company's overall corporate strategy. Adjusted EBITDA is not a measure of financial performance under GAAP. It should not be considered an alternative to income from operations of Acushnet Company, as a measure of operating performance or any other measure of performance derived in accordance with GAAP.The following table provides a reconciliation of net income (loss) attributable to Acushnet Holdings Corp. to Adjusted EBITDA: Twelve months
ended December 31,
2016 (thousands)
Corp. $ 45,012 39,707 49,908 40,834 6,047 14,494 7,500 1,673 16,817 (2,174 ) 6,112 (592 ) (1,467 ) 4,503 $ 228,374 (a)Reflects expenses related to the anticipated full vesting of EARs granted under our EAR Plan and the remeasurement to their intrinsic value at each reporting period based on the then-current projection of our common stock equivalent value. The EAR Plan expired on December 31, 2016 and amounts earned under the EAR Plan were paid to executives in two installments on February 17, 2017 and March 15, 2017.(b)Reflects compensation expenses with respect to equity-based grants under the 2015 Incentive Plan which were made in 2016.(c)Reflects one-time cash bonus awarded to Mr. Uihlein as consideration for past performance as the Company's President and Chief Executive Officer.(d)Reflects restructuring charges incurred in connection with the reorganization of certain of our operations.(e)Reflects legal fees incurred in 2016 relating to a dispute arising from the indemnification obligations owed to us by Beam in connection with the Acquisition as well as certain fees and expenses we incurred in connection with our initial public offering.(f)Reflects a non-cash charge related to the indemnification obligations owed to us by Beam that are included when calculating net income (loss) attributable to Acushnet Holdings Corp.(g)Fila Korea exercised all of our then outstanding common stock warrants in July 2016 and we used the proceeds from such exercise to redeem all of our outstanding 7.5% bonds due 2021.(h)Reflects legal judgment in favor of us associated with the Beam value-added tax dispute recorded in other (income) expense.(i)Reflects the net income attributable to the interest that we do not own in our FootJoy golf shoe joint venture.(2)"Plan Adjusted EBITDA" represents income from operations of Acushnet Holdings Corp. and its subsidiaries adjusted for depreciation and amortization, expenses relating to our EAR Plan, certain compensation expenses, restructuring charges, certain transaction fees, and certain foreign currency adjustments, less net income relating to a noncontrolling interest in one of Acushnet Holdings Corp.'s consolidated entities. Plan Adjusted EBITDA is utilized as the performance metric for the annual cash incentive awards and LTIP awards to the named executive officers and as one of the performance metrics for the EARs as it serves to align the interests of the Company's named executive officers with the interests of its stockholders and incentivize the named executive officers to achieve corporate goals in the context of the Company's overall corporate strategy. Plan Adjusted EBITDA is not a measure of financial performance under GAAP. It should not be considered an alternative to income from operations of Acushnet Company, as a measure of operating performance or any other measure of performance derived in accordance with GAAP.The following table provides a reconciliation of income from operations of Acushnet Holdings Corp. to Plan Adjusted EBITDA for the year ended December 31, 2016. The information presented below is derived from the audited consolidated financial statements of Acushnet Holdings Corp. that are not included in this proxy statement. Year ended
December 31,
2016 (in thousands) $ 140,836 40,834 6,047 7,500 1,673 16,817 (239 ) (4,503 ) $ 208,965 (a)Reflects expenses related to the anticipated full vesting of EARs granted under our EAR Plan and the remeasurement to their intrinsic value at each reporting period based on the then-current projection of our common stock equivalent value. The EAR Plan expired on December 31, 2016 and amounts earned under the EAR Plan were paid to executives in two installments on February 17, 2017 and March 15, 2017.(b)Reflects one-time cash bonus awarded to Mr. Uihlein as consideration for past performance as the Company's President and Chief Executive Officer.(c)Reflects restructuring charges incurred in connection with the reorganization of certain of our operations.(d)Reflects legal fees incurred in 2016 relating to a dispute arising from the indemnification obligations owed to us by Beam in connection with the Acquisition as well as certain fees and expenses we incurred in connection with our initial public offering.(e)Reflects the net income attributable to the interest that we do not own in our FootJoy golf shoe joint venture.Company'sCompany’s compensation philosophy, the 20162018 executive compensation program incorporated a balance betweenof guaranteed and at-risk compensation. Set forth below is an analysis of each of the elements of the 20162018 executive compensation program. More detailed information concerning the compensation paid to the named executive officers for 20162018 is set forth in the compensation tables and related footnotes and narrative disclosure following this Compensation Discussion and Analysis.executivean executive’s total compensation. Base salary is intended to compensate each named executive officer for performing his job responsibilities on a day-to-day basis. Each named executive officer'sofficer’s base salary was initially established when he became an executive officer and is set at a competitive level based upon the named executive officer'sofficer’s experience, position and responsibility. In setting thean executive’s base salary, the Compensation Committee considers the complexity of the executive’s job requirements, andthe performance expectations associated with the position and the general market data, described are considered as well as each named executive officer'sofficer’s base salary relative to the Company's other executive officers. The Compensation Committee reviews base salaries annually and makes adjustments as appropriate in light of individual performance as well as any changes in nature or scope of a named executive officer'sofficer’s duties and/or the competitive marketplace. On June 1, 2016,Based on this review, Messrs. Burke, Lindner and Doherty received approximately a 3% increase in recognition of the named executive officers' increased responsibilities,their respective base salaries for 2018, and Mr. Maher'sMaher’s 2018 base salary was increased from $375,000by approximately 30%, based on the Compensation Committee's determination after taking into account his promotion to $475,000President and CEO of the Company. Mr. Nauman'sGibbons' 2018 base salary was increased from $448,000 to $475,000. 2016 base salary for each of the named executive officers at the end of 2018 was as follows: 2016
Base Salary 2018
Base Salary $ 1,086,000 David Maher $ 750,000 $ 482,000 $ 511,000 $ 502,000 $ 475,000 $ 475,000 Christopher Lindner $ 477,000 Brendan Gibbons $ 445,000 Dennis Doherty $ 440,000 Analysis of the Company'seach named executive compensation program includesofficer has the opportunity to earn an annual cash incentive. The annual cash incentive, which serves as the short-term incentive compensation element of theour executive compensation program. As noted above, the annual cash incentive payment is based upon the Company'sCompany’s Adjusted EBITDA achieved for the fiscal year and is intended to provide an incentive for aincentivize our named executive officerofficers to drive a high levelhigh-level of corporate performance without excessive risk-taking.2016, the target2018, annual cash incentive opportunities for each of the named executive officers represented a percentage ofwere dependent upon the named executive officer's base salary (the "incentive target") which the named executive officer could earn based on the amount ofCompany achieving certain Adjusted EBITDA earned by the Company for 2016. Incentivetargets, with correspondingly higher incentive payouts for each named executive officer understronger performance, up to a maximum award level. Threshold (50%) Target (100%) Maximum (200%) Adjusted EBITDA $215M $230M $245M Percentage of target 93.5% 100% 106.5% Payout opportunity (as a % of target) 50% 100% 200% program would vary from 0%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 if the Company earned Adjusted EBITDA of less than $195 million in 2016, to 100% of the incentive target if the Company earned Adjusted EBITDA of $230 million for 2016, to a maximum of 200% of the incentive target if the Company earned Adjusted EBITDA of $245 million or more in 2016. Inthat is achieved.levelthreshold, target and maximum levels of the Adjusted EBITDA performance goal for 2016,2018, the Company'sCompensation Committee considered the Company’s performance in 2015,2017, the Company's 2016Company’s 2018 operational goals and the competitive climate in the marketplace were each taken into account. The targeted incentive amounts were based on eachmarketplace. Each named executive officer's incentive target was set as a percentage of base salary, reflecting his position, responsibility and wereexperience, and was set to be generally consistentcompetitive with the rangecash bonus and total compensation of total direct compensation targetedsimilarly positioned executives of comparable companies. The 2018 incentive target for eachMessrs. Burke, Lindner and Doherty remained unchanged from their respective 2017 incentive targets; Mr. Maher’s incentive target was increased from 75% to 100% of his base salary, based on the Compensation Committee's determination after taking into account his promotion to President and CEO of the named executive officers.20162018 for each of the named executive officers were as follows: Targeted
% of
Base Salary Base Salary Incentive
Target Targeted
% of
Base Salary Base Salary Incentive
Target 125 % $ 1,086,000 $ 1,357,500 David Maher 100 % $ 750,000 $ 750,000 65 % $ 482,000 $ 313,300 65 % $ 511,000 $ 332,150 50 % $ 502,000 $ 251,000 65 % $ 475,000 $ 308,750 65 % $ 475,000 $ 308,750 Christopher Lindner 55 % $ 477,000 $ 262,350 Brendan Gibbons 60 % $ 445,000 $ 267,000 Dennis Doherty 60 % $ 440,000 $ 264,000 20162018 Annual Cash Incentive Payout. For 2016 theThe Company achieved 2018 Adjusted EBITDA(1) of $228.4$230.8 million, which resulted in an achievement level of 98.1%105.3% of the incentive target for each of the named executive officers. Incentive
Target Achievement
Level Incentive
Payout(1) $ 1,357,500 98.1 % $ 1,331,700 $ 313,300 98.1 % $ 307,300 $ 251,000 98.1 % $ 246,200 $ 308,750 98.1 % $ 302,900 $ 308,750 98.1 % $ 302,900 (1)Awards are roundedofficers, based on a straight line interpolation between the target and the maximum performance levels described above. No positive or negative discretion was exercised by the Compensation Committee with respect to the nearest hundred. Pursuant to a letter agreement dated February 26, 2016, Mr. Uihlein was awarded an additional cash bonusdetermination of 2018 incentive program payouts, which are set forth in the amount of $7.5 million as consideration for past performance as the Company's President and Chief Executive Officer. One-third of the cash bonus was paid in a lump sum upon execution of the agreement, another third of the cash bonus was paid in a lump sum upon the closing of our initial public offering and the last third of the cash bonus was paid in a lump sum on December 31, 2016.Name Incentive
Target Achievement
Level Incentive
PayoutDavid Maher $ 750,000 105.3 % $ 789,750 William Burke $ 332,150 105.3 % $ 349,754 Christopher Lindner $ 262,350 105.3 % $ 276,255 Brendan Gibbons $ 267,000 105.3 % $ 281,151 Dennis Doherty $ 264,000 105.3 % $ 277,992 (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, 2018, for a reconciliation of Adjusted EBITDA to net income attributable to Acushnet Holdings Corp., the most directly comparable GAAP financial measure. (LTIP, EAR, PSUs)
PSUs. theour philosophy of aligning executive compensation with the Company'sCompany’s long-term performance, (as discussed above), in addition to the annual cash incentive opportunity, we have historically granted performance-based awards to each of the named executive officers under our LTIP. In addition, in connection with the 2011 sale of the Company by Beam, we adopted the EAR Plan which expired on December 31, 2016. In 2016, we granted Multi-Year RSUs and Multi-Year PSUs to our named executive officers which vest over a three-year period based on the Company performance and/or the value of our stock price as further discussed below. Each of these long-term incentives were selected to motivate the named executive officer to remain with the Company, increase stockholder value through the achievement of targeted long-term operating performance and align the interests of the Company's named executive officers with the interests of the Company's stockholders. 2015-2016 LTIP Awards. The 2015-2016 long-term incentive plan ("2015-2016 LTIP") in which Messrs. Burke, Connor, Maher and Nauman participated provides cash payments upon the achievement of specified Plan Adjusted EBITDA goals over two-year performance periods ending December 31, 2016. Plan Adjusted EBITDA is calculated as, and was selected for the reasons, described above under "Components of our Executive Compensation Program." A two-year performance period was selected because it is consistent with the Company's two-year product introduction cycle. Under the 2015-2016 LTIP, at the beginning of the performance period, participants were awarded performance units. The actual value of each performance unit is determined at the end of the performance period based on the Company's financial performance compared to the Plan Adjusted EBITDA performance goals. For the 2015-2016 LTIP, the performance units would have no value ($0 per unit) unless cumulative two-year Plan Adjusted EBITDA was at least $370 million and would achieve maximum value ($1,000 per unit) if two-year cumulative Plan Adjusted EBITDA was at least $435 million. In determining the number of units to award to each of the participants, the value of the anticipated LTIP awards relative to applicable broad market compensation data was considered. Consideration was also given to the effect the LTIP award would have upon the executive's total direct compensation and the named executive officer's position and responsibility. LTIP awards are paid from the Company's general assets as soon as practicable after the end of the performance period and after the verification of achievement of the performance goals. Messrs. Burke, Connor, Maher and Nauman received the following number of performance units (with the corresponding maximum values based on a maximum value of $1,000 per unit) for the 2015-2016 LTIIP: LTIP
Units LTIP
Award
Maximum
Value 300 $ 300,000 350 $ 350,000 200 $ 200,000 300 $ 300,000 The Company earned cumulative two-year Plan Adjusted EBITDA of $419.4 million for 2015-2016 LTIP performance period. Actual payout under the 2015-2016 LTIP was therefore at 75.9% of the maximum value, or $759 per performance unit. Uihelin 2015 Special LTIP Award. No LTIP was awarded to Mr. Uihlein with respect to 2016. In 2015, Mr. Uihlein participated in a modified LTIP plan (the "2015 Special LTIP") which operated similarly to the 2015-2016 LTIP for the other named executive officers but had a one-year performanceperiod ending on December 31, 2015. Under the 2015 Special LTIP Mr. Uihlein was awarded (1) 2,800 performance units with a fixed payout value of $400 per unit and (2) 750 performance units which would have no value ($0 per unit) unless the Company earned Plan Adjusted EBITDA for 2015 of at least $183 million and would achieve maximum value ($1,000 per unit) if the Company earned Plan Adjusted EBITDA for 2015 of at least $215 million. The Company earned Plan Adjusted EBITDA of $210 million in 2015 which resulted in a payout to Mr. Uihlein of (1) 2,800 performance units at $400 per unit ($1,120,000) and (2) 750 performance units at $850 per performance unit ($637,500) or 85% of maximum value. We determined not to commence new one-year and two-year LTIP programs in 2016 in light of our decision to compensate our named executive officers through grants of Multi-Year RSUs and Multi-Year PSUs, as further discussed below. EARs. In addition to the LTIP awards, in 2011 the Company granted the named executive officers EARs which consist of common stock equivalents under the EAR Plan. The EAR Plan was designed to allow key employees to participate in the future success and growth of the Company, as EARs were intended to represent the appreciation in the value of a share of Acushnet Holdings Corp. common stock measured from the grant date through the applicable payout event (as described below). Vesting of the EARs. Except for Mr. Uihlein's second grant of EARs as described below, the EARs are divided into three separate tranches which generally vested over a four-year period based on either (1) the passage of time, (2) Plan Adjusted EBITDA performance or (3) a specified IRR (as defined and calculated in accordance with the EAR Plan and the applicable award agreement), in each case generally subject to the named executive officer's continued employment with the Company on the relevant vesting date, as follows:•forty percent (40%) of the EARs time vested in four equal installments on each of December 31, 2012, December 31, 2013, December 31, 2014 and December 31, 2015;•thirty percent (30%) of the EARs vested in four equal installments on each of December 31, 2012, December 31, 2013, December 31, 2014 and December 31, 2015 based on the achievement of an annual Plan Adjusted EBITDA performance goal for the applicable vesting period, which was achieved for each vesting period;•thirty percent (30%) of the EARs vested based on achievement of specified IRR thresholds for the period beginning July 29, 2011 and ending on December 31, 2015, which was achieved at the maximum vesting level. In addition, Mr. Uihlein received a second grant of EARs which vested in four equal installments on each of December 31, 2012, December 31, 2013, December 31, 2014 and December 31, 2015 based on the achievement of an annual Plan Adjusted EBITDA performance goal for the applicable vesting period, which was achieved for each vesting period. Payout of the EARs. Shortly after the occurrence of a specified "payout event," the Company will pay the named executive officer the payout value of the EARs as described below. Generally, a "payout event" is defined under the EAR Plan as the first to occur of (1) a named executive officer's "separation from service" (under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code")) other than for cause (a "qualifying termination"), (2) the sale of the Company or (3) the expiration of the EAR Plan on December 31, 2016 (the "expiration date"). The payout value for each EAR is the positive excess (if any) of the value of the vested EARs as of the date of payout event less the value of the EAR on the date of grant (which is $11.12 per EAR, as adjusted following the stock split). For Messrs. Uihlein, Burke, Connor, Maher and Nauman, the applicable payout event under the EAR Plan was the expiration date of the plan on December 31, 2016. Therefore, the payout value of each EAR, as provided by the EAR Plan, is the greatest of (1) an enterprise value (as defined in the EAR Plan) generally based on the Company's Plan Adjusted EBITDA for fiscal 2015 divided by the number of shares of Acushnet Holdings Corp. common stock outstanding, on a fully diluted basis, as of December 31, 2015; (2) an enterprise value (as defined in the EAR Plan) generally based on the Company's Plan Adjusted EBITDA for fiscal 2016 divided by the number of shares of Acushnet Holdings Corp. common stock outstanding, on a fully diluted basis, as of December 31, 2016; and (3) if an initial public offering has occurred prior to the expiration date, a value based on the average per share closing price of the publicly traded common stock for the first full three trading days following the pricing of common stock in the initial public offering. Based on this formula, the payout value of the EARs was as follows: EAR Payout
Amount $ 18,207,000 $ 8,739,360 $ 8,739,360 $ 8,739,360 $ 2,731,050 In accordance with the terms of the EAR Plan, the amounts due to the named executive officers foremployed by the EARs were paid to the executives in two installments on February 17, 2017 and March 15, 2017. Multi-Year RSUs and Multi-Year PSUs. In order to continue to promote the alignment of executive compensation and long-term stockholder value creation, we adopted a new approach to our long-term equity incentive compensation program for 2016. As previously discussed, the named executive officers had previously been granted EARs, a portion of which vested based on the achievement of specified financial performance measures (i.e., Plan Adjusted EBITDA and IRR). Commencing with our grant of equity compensation in 2016, our approach to long-term equity incentive compensation has shifted from multi-year appreciation awards to multi-year full value awards, which our Board of Directors believes more closely aligns, on a going-forward basis, the interests of executive officers with those of the Company's stockholders. On June 15, 2016, our Board of Directors approved the Multi-Year RSUs, a grant of multi-year restricted stock units, and Multi-Year PSUs, a multi-year grant of performance stock units to certain key members of management, including Messrs. Uihlein, Burke, Connor, Maher and Nauman. TheCompany at that time. These grants were made 50% in Multi-Year RSUs and 50% in Multi-Year PSUs. The Multi-Year RSUs and Multi-Year PSUs are intended to represent three years of equity compensation and, ascompensation. In 2016, the Compensation Committee chose to grant these long-term incentive awards because it believed such Messrs. Uihlein, Burke, Maher and Nauman are not expected to receive grants of RSUs or PSUs in 2017 or 2018. Mr. Connor is not expected to receive any future grants of RSUs or PSUs, as he retired effective January 1, 2017. Moreover, the vesting of Mr. Connor's Multi-Year RSUs and PSUs was pro rata based on his retirement date and he has otherwise forfeited any unvested awards. We believe that the grant of the Multi-Year RSUs and Multi-Year PSUs toincentivized the named executive officers will incentivize them to effectively execute the Company's three-year strategic plan and create additional value enhancing corporate development initiatives during this three-year period. One-third ofencouraged retention prior to and following the Company's initial public offering.vestgranted in 2016 vested ratably on each of January 1, of 2017, January 1, 2018 and 2019. The Multi-Year PSUs cliff-vest on December 31, 2018,January 1, 2019, generally subject to the executive'snamed executive officer’s continued employment with the Company andthrough January 1, 2019. The Multi-Year PSUs were eligible to be earned based on the Company's level of achievement of the applicable cumulative Adjusted EBITDA performance metrics (as defined in the applicable award agreements) measured over a three-year performance period ending on December 31, 2018. The Compensation Committee chose Adjusted EBITDA because it best incentivized our named executive officers to execute the Company’s three-year strategic plan, which was based in Adjusted EBITDA. Moreover, Adjusted EBITDA is widely understood within the Company, is used in our current credit agreement and was the metric most discussed during the Company's initial public offering. Threshold (50%) Target (100%) Maximum (200%) Actual Adjusted EBITDA $625M $736.1M $785M $682.6M Percentage of target 84.91% 100% 106.64% 92.73% Payout opportunity (as a % of target) 50% 100% 200% 75.91 % TableContentsperformance period. Each Multi-Year PSU reflects the rightPSUs earned by our named executive officers is equal to receive between 0% and 200% of the target numberaward opportunity for each individual multiplied by the payout percentage of shares based on actual75.91% for the three-year cumulative Adjusted EBITDA.Name 2016 Multi-Year PSU Target Award (in shares) David Maher 75,492 75.91 % 57,306 William Burke 78,678 75.91 % 59,724 Christopher Lindner 47,277 75.91 % 35,888 Brendan Gibbons N/A N/A N/A Dennis Doherty 62,937 75.91 % 47,775 (1) For purposes of this table, the number of earned shares is rounded to the nearest whole share; in accordance with award terms, fractional amounts were paid to the named executive officers in cash. target valuemix of the Multi-Year RSUs and Multi-Year PSUs, our Board of Directors and the Acushnet Company Compensation Committee considered executive officer performance, potential future contributions and peer group analyses. Based on these considerations, our Board of Directors and the Acushnet Company Compensation Committee determined to place more of each named executive officer's long-term incentive compensation at risk by tying sixty percent (60%) of its value to Company performance, with the appropriate annual target valueremaining forty percent (40%) in the form of time-based RSUs. Similar to previous grants, the RSUs vest ratably over a three-year period, and the PSUs will cliff-vest after three years, subject to Company performance. The Compensation Committee chose different performance metrics for the 2019 PSUs, however. Fifty percent (50%) of these awards are based on the Company’s three-year cumulative operating income and fifty percent (50%) are based onthen multipliedfollowing the annual target value by three becauseCompany's initial public offering, going forward, the Compensation Committee's current intention is to make long-term incentive grants are intendedannually.reflect anticipated compensation forPresident and CEO, effective January 1, 2018, he received an equity grant in the three-year period from 2016 to 2018 and the executives are not expected to receive any additional RSU or PSU grants in 2017 or 2018. The target numberform of shares underlying the Multi-Year RSU and Multi-Year PSU awards was determined by reference to theRSUs with a grant date fair value of our common stock as$3,000,000, which vests ratably on each of January 1, 2019, January 1, 2020 and January 1, 2021, generally subject to his continued employment through the date our Boardapplicable vesting dates. As described under “Executive Agreements” below, in determining the value of Directors approved the grants, which fair value was based on calculations prepared by an independent third party valuation company. See "Grants of Plan-Based Awards in 2016" below for additional information on the grants of Multi-Year RSUs and Multi-Year PSUs. In addition, on August 1, 2016, the Compensation Committee made a special award of Multi-Year RSUs and Multi-Year PSUs to Mr. MaherMaher’s compensation in connection with his appointment as Chief Operating Officer. Thispromotion, the Compensation Committee reviewed chief executive officer pay within our peer group and our composite market group, with a focus on those companies that had internal chief executive officer promotions in the last three years. Based on this review, the Compensation Committee determined that this award iswould align his total long-term incentive compensation at a competitive level within the industry and in light of his recent promotion. In March 2018, Mr. Lindner received an RSU equity grant to supplement the equity grant that he received in connection with joining the Company in 2016, which he received prior to the final pricing of the Company's initial public offering. The 2018 award had a grant date fair value of $285,000 and vests ratably on each of January 1, 2019, January 1, 2020 and January 1, 2021, generally subject to Mr. Lindner’s continued employment through the sameapplicable vesting conditions described above. For additional information on this award, see "Grants of Plan-Based Awards in 2016" below.The Company's primary benefits forIn addition to providing the named executive officers includewith the Company'ssame broad-based health and welfare benefits made available to our employees generally, including health, dental and vision plans, andcoverage, coverage under various insurance plans, including life, long-term disability, and accidental death and dismemberment insurance, as well as paid time off. Theoff, the Company also covers the costs of tax and estate planning fees for our named executive officers, and, consistent with the Company'sCompany’s position as a leader in the golf industry, the named executive officers receive subsidized country club memberships. Each of the named executive officers also receives a limited amount of the Company'sCompany’s golf equipment, gear and wear. In addition, the Company provides Mr. Uihlein with a tax-gross up to cover the taxes due by Mr. Uihlein with respect to investment income related to his supplemental retirement plan trust.warranted.warranted, including, for example, in connection with executive relocations, as it did for Messrs. Lindner and Gibbons in 2018. See the "Summary“Summary Compensation Table"Table” and related footnotes below for additional information about the value of benefits and perquisites provided to our named executive officers in 2016.hasmaintains a qualified defined benefit pension plan, a nonqualified defined benefit pension plan and a qualified defined contribution plan and post-employment welfare plans whichthat provide for the payment of retirement benefits to participants mainly commencing between the ages of 50 and 65, and for payment of certain disability benefits.participants. After meeting certain qualifications,requirements, an employee acquires a vested right to future benefits. The benefits payable under the defined benefit pension plans are generally determined on the basis of an employee's length of service and/or earnings.which we refer to as the "Pension Plan."(the “Pension Plan”). The Pension Plan is a qualified defined benefit pension plan that provides retirement benefits commencing on the participant'sparticipant’s normal retirement date, which is the first day of the calendar month coincident with or next following a participant'sparticipant’s 65th birthday, based on participant earnings. Each of our named executivewere ceased for members (1) who have not attained 50 years of age and completed at least ten years of service or (2) who do not have a combined age and years of service of 70 or more.which we refer to as the "SERP,"(the “SERP”), which is an unfunded excess benefit plan that supplements the benefits payable under the Pension Plan. Each of our named executive officers, other than Messrs. Gibbons and Lindner, is a participant in the SERP and is fully vested in his benefits under the SERP. Benefits payable under the SERP are generally paid to participants in a lump sum during the 60-day period following the participant'sparticipant’s retirement date, subject to any delay required under applicable tax rules. Effective December 31, 2015, the SERP was amended to cease benefit accruals for participants (1) who have not attained 50 years of age and completed at least ten years of service or (2) who do not have a combined age and years of service of 70 or more. From time to time, the Company may make contributions to a rabbi trust to fund the benefits In addition, the Company maintains a separate trust, pursuant to which it previously made annual contributions to fund a portion of Mr. Uihlein's SERP benefit, and provides a tax-gross up to Mr. Uihlein for investment income attributable to such trust."401(k) Plan"“401(k) Plan”) allows participants to contributedefer a portion of their compensation into the 401(k) Plan, with the Company providing a matching contribution on such deferrals up to 3.5% of the participant'sparticipant’s eligible compensation.compensation for those who are eligible to participate in the Pension Plan and 6.0% for those who are not eligible to participate in the Pension Plan. Each of our named executive officers participates in the 401(k) Plan.Plan as described above.thethis plan are shared between the Company and the retiree with the split costs 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.a deferred compensation planthe 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 Messrs. Maher, Burke and Doherty. Messrs. Lindner and Gibbons were not eligible for the named executive officers.EDP based on their dates of hire. As of July 29, 2011, in connection with thea prior sale of the Company, by Beam, 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 planEDP is the portion of participants'participants’ accounts attributable to prior Company matching credits to the plan made prior to July 29, 2011. See "—Nonqualified“-Nonqualified Deferred Compensation for 2016"2018” below for information relating to the Excess Deferral PlanEDP accounts of our named executive officers. The Company maintains"Executive“Executive Severance Plan"Plan”) under which Messrs. Burke, Maher and Nauman are eligible to receive severance benefits upon a termination of the executive’s employment, except terminationsin the event of a termination due to the named executive officer'sofficer’s resignation (other than a voluntarily termination because the named executive'shis job location has been relocated more thanparticipant'snamed executive officer’s former job location, for which severance benefits are payable), retirement, death, disability or cause. See "—Potential“-Potential Payments Upon Termination or Change in Control"Control” below for information relating to the severance payable to our named executive officers under the Executive Severance Plan. Mr. Connor retired fromMaher’s severance and change in control entitlements are set forth in the CompanyCEO Agreement (as defined below).20172019, apply to those executives hired as, or promoted to, an executive officer on or after the effective date, including Mr. Pacheco.is therefore no longer eligibleCEO, effective January 1, 2018, the Company and Mr. Maher entered into an employment agreement, effective on this same date, setting forth the terms and conditions of his employment with the Company (the “CEO Agreement”).receivehis continued employment through the applicable vesting dates. In establishing the level of Mr. Maher’s compensation, the Compensation Committee reviewed executive pay, severance benefitsprovisions and other executive employment agreement terms at our peer companies as well as within our composite market group, with a focus on those companies that had internal CEO promotions in the last three years. Based on this review, the Compensation Committee set Mr. Maher’s overall compensation at a level that, in light of his recent promotion to President and CEO, was intended to appropriately incentivize him to help the Company achieve and maintain its leadership position in the markets where we compete. Mr. Maher's severance entitlements under the Executive Severance Plan.Mr. Uihlein's Severance and Change in ControlCEO Agreement Mr. Uihlein is party to both a severance agreement and a change in control agreement that provide for benefits in the event of certain qualifying terminations as further are described under "Potential Payments Upon Termination or Change in Control."Transition AgreementControl" below.Joseph Nauman In AprilMr. Gibbons' commencement of employment in December 2017, the Company and Mr. Nauman entered into a transition agreement regarding Mr. Nauman'san executive offer letter setting forth the terms and conditions of his employment with the Company (the "Transition Agreement"). Pursuant to the Transition Agreement, Mr. Nauman will continue to serve as the Company'sour Executive Vice President, Chief Legal Officer and Administrative Officer until December 31, 2017, unless Mr. Nauman's employment is terminated by either party prior to December 31, 2017. Mr. Nauman will continue to receive the sameCorporate Secretary, including his initial base salary, 2018 target bonus opportunity under our annual cash incentive program and employment benefitslong-term equity awards. To assist Mr. Gibbons with his relocation to which he was entitled immediately priorMassachusetts, the Company also provided him with reimbursement of certain relocation expenses, temporary storage and living expenses as well as reimbursement of certain costs related to the executionsale of his prior residence and the Transition Agreement. If Mr. Nauman remains continuously employed through December 31, 2017, then subject to Mr. Nauman's (1) execution and non-revocationpurchase of a release of claims on December 31, 2017 and on December 31, 2018 and (2) continued compliance with confidentiality, non-competition, non-solicitation and non-disparagement covenants, Mr. Nauman will receive the following payments and benefits:•18 months of base salary, payable in monthly installments;•an amount equal to the greater of (x) Mr. Nauman's target bonus for 2017 and (y) the annual bonus payable to Mr. Nauman in respect of 2017 had Mr. Nauman remained employed by the Company through the bonus payment date (based on performance metrics applied to similarly situated senior executives), payable in accordance with the Company's regular payroll practices by no later than March 15, 2018;•continued health and welfare benefits for 18 months; and•Mr. Nauman's (x) 26,226 RSUs that are eligible to vest on January 1, 2018 and January 1, 2019 shall remain outstanding and eligible to vest on the applicable vesting date and (y) 78,678 PSUs that are eligible to vest on December 31, 2018 shall remain outstanding and eligible to vest on such vesting date (based on the performance metrics and adjustment schedule set forth in the applicable award agreement) (collectively, the "Equity Treatment"). If Mr. Nauman's employment is terminated by the Company without "cause" prior to December 31, 2017, then in addition to the severance payments described above, Mr. Nauman will also receive, subject to the conditions set forth in the Transition Agreement:•an amount equal to the base salary that Mr. Nauman would have received had he remained employed through December 31, 2017, payable in a lump sum following his termination date; and•a cash amount equal to the vacation and sick leave Mr. Nauman would have accrued had he remained employed through December 31, 2017. Under the Transition Agreement, "cause" includes, but is not limited to, willful neglect or refusal to perform his material duties, misconduct, criminal acts, material violation of the Company's materialpolicies, material violation of the restrictive covenants, fraud, embezzlement, misappropriation of funds or dishonesty. If Mr. Nauman's employment is terminated prior to December 31, 2017 for any other reason, he shall only be entitled to receive his accrued base salary, accrued and unused vacation and sick leave, and accrued and vested benefits under the Company's tax-qualified plans. Subject to Mr. Nauman's continued employment through December 31, 2017, Mr. Nauman shall become a senior advisor to the Company for the period beginning on January 1, 2018 and ending on March 15, 2019. During this consulting term, Mr. Nauman shall not be entitled to any compensation or benefits in respect of his consulting services other than the Equity Treatment. Other than the severance and change in control agreements between the Company and Mr. Uihlein and the Transition Agreement with Mr. Nauman described above, the Company has not entered into an employment agreement with any of its named executive officers. Mr. Uihlein's change in control agreement provides that to the extent that any or all of the change in control payments and benefits provided to Mr. Uihlein under the change in control agreement or any other plan, arrangement or agreement constitute "parachute payments" within the meaning of Section 280G of the Code and would otherwise be subject to the excise tax imposed by Section 4999 of the Code, the Company will pay Mr. Uihlein an additional amount such that the net amount retained by Mr. Uihlein after the deduction of any excise, federal, state and local income tax will be equal to the payments he is entitled to under the change in control agreement. However, if the value of the payments Mr. Uihlein is entitled to do not exceed 330% of the base amount (as defined in the Code), no gross-up payment will be made and any change in control related payments and benefits would be reduced to equal one dollar less than the amount which would result in such payments and benefits being subject to such excise tax, but only if the value of the reduction is equal to or less than 30% of Mr. Uihlein's base salary. Compensation Committee Interlocks Mr. Yoon, Chairman of Acushnet Holdings Corp., who also served as President of Acushnet Holdings Corp. until May 11, 2016, is also Chairman of Fila USA, Inc. Ms. Estabrook, a director and member of the Compensation Committee of Acushnet Holdings Corp., is an executive officer of Fila USA, Inc. Key Compensation Actions in 2017 In April 2017, the Company entered into a Transition Agreement with Mr. Nauman pursuant to which Mr. Nauman will continue to serve as the Company's Executive Vice President, Chief Legal Officer and Administrative Officer until December 31, 2017, unless Mr. Nauman's employment is terminated by either party prior to such date. For additional information on the Transition Agreement, including the payments and benefits Mr. Nauman will receive thereunder, see "—Severance and Change in Control Arrangements—Transition Agreement with Joseph Nauman" above. In June 2017, in addition to the annual grant of restricted stock units for fiscal 2017, each non-executive director is expected to receive a "catch-up" grant of restricted stock units, representing a pro rata portion of the annual restricted stock unit grant, and intended to cover the period commencing on the pricing of the Company's initial public offering through the date of the 2017 Annual Meeting. These additional restricted stock units will vest on the one-year anniversary of the pricing of the Company's initial public offering.
| Chief Executive Officer | 6 times base salary | |
Chief Financial Officer and Chief Operating Officer | 4 times base salary(1) | |
Other Section 16 Officers | 3 times base salary | |
Non-Executive Directors | 3 times annual cash retainer(2) | |
| (1) | Effective as of December 12, 2018, the Company's Stock Ownership Policy was amended such that the minimum stock ownership amount for the Chief Financial Officer is three times base salary. This amendment was implemented in consideration of the appointment of a new Chief Financial Officer, effective as of January 1, 2019 and the long tenure and greater compensation of the previous Chief Financial Officer. |
| (2) | Effective as of April 3, 2019, the Company's Stock Ownership Policy was amended such that the minimum stock ownership amount for the Non-Executive Directors is five times their annual cash retainer. |
office and may not sell any Company stock until his or her ownership level exceeds that described here.
Walter Uihlein President and Chief Executive Officer William Burke Executive Vice President, Chief Financial Officer and Treasurer James Connor President, FootJoy David Maher Chief Operating Officer Joseph Nauman Executive Vice President, Chief Legal and Administrative Officer Walter Uihlein William Burke June 15, 2016(1) James Connor June 15, 2016(1) David Maher June 15, 2016(1) Joseph Nauman June 15, 2016(1) Walter Uihlein William Burke James Connor David Maher Joseph Nauman Walter Uihlein William Burke James Connor Joseph Nauman David Maher Walter Uihlein William Burke(3) James Connor David Maher Joseph Nauman of the named executive officers, other than Messrs. Gibbons and Lindner (who both commenced employment after the Pension Plan was closed to new participants), participates in the Pension Plan, is fully vested in his benefits under the Pension Plan and pension benefit reduced by the number of months by which his annuity starting date precedes his early retirement age (defined as age 64 for Additionally, the Company has established and partially funded a rabbi trust to provide a source of funds for benefits payable from the SERP. Walter Uihlein William Burke James Connor David Maher Joseph Nauman 2018. Walter Uihlein Annual incentive award(2) LTIP awards(3) Acceleration of Equity Awards(4) Cash severance payment(5) Health Insurance(6) Life insurance Accrued and unpaid vacation Total William Burke Annual incentive award(2) LTIP awards(3) Acceleration of Equity Awards(4) Cash severance payment(5) Life insurance Accrued and unpaid vacation Total James Connor Annual incentive award(2) LTIP awards(3) Acceleration of Equity Awards(4) Cash severance payment(5) Life insurance Accrued and unpaid vacation Total David Maher Annual incentive award(2) LTIP awards(3) Acceleration of Equity Awards(4) Cash severance payment(5) Life insurance Accrued and unpaid vacation Total Joseph Nauman Annual incentive award(2) LTIP awards(3) Acceleration of Equity Awards(4) Cash severance payment(5) Life insurance Accrued and unpaid vacation Total If the named executive officer was hired or promoted to the CMC level January 1, 2019 or later, he will receive (a) 12 months of base salary plus (b) a pro-rated bonus (based on the target bonus for the year of termination and the number of days worked in the year of termination). The Executive Severance Plan also provides that during the severance period, medical benefits will be continued, with the Company continuing to make the same employer contributions as were in effect prior to the termination of the named executive officer’s employment. “cause.” available as of the them. Yoon Soo (Gene) Yoon(1) Jennifer Estabrook Gregory Hewett Christopher Metz Sean Sullivan Steve Tishman David Valcourt Norman Wesley Stockholders: Fila Korea(1) Mirae Funds(2) Named Executive Officers and Directors: Walter (Wally) Uihlein(3) William Burke(3) James Connor(3) David Maher(3) Joseph Nauman(3) Yoon Soo (Gene) Yoon(1) Jennifer Estabrook(4) Gregory Hewett Christopher Metz Sean Sullivan Steven Tishman David Valcourt Norman Wesley All current executive officers and directors as a group (17 persons) registrations and customary "piggyback" registration 2018. Jennifer Estabrook, Chair
Gregory HewettChristopher MetzSteven TishmanCompany'sCompany’s named executive officers. For a description of the components of the Company's 2016Company’s 2018 executive compensation program, see "Compensation“Compensation Discussion and Analysis—ComponentsAnalysis-Components of our Executive Compensation Program." 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 2016 $ 1,086,000 $ 7,500,000 (4) $ 9,491,096 $ 1,331,708 $ 15,843 $ 116,230 (5) $ 19,540,877 2015 $ 995,200 $ 1,120,000 (6) — $ 1,906,400 $ 449,346 $ 957,038 $ 5,427,984 2016 $ 482,000 — $ 3,217,320 $ 535,047 $ 381,764 $ 68,499 (7) $ 4,684,630 2015 $ 401,100 — — $ 612,800 $ 185,036 $ 61,606 $ 1,260,542 2016 $ 502,000 — $ 2,573,856 $ 511,881 $ 455,970 $ 61,755 (8) $ 4,105,462 2015 $ 487,100 — — $ 731,200 $ 108,562 $ 62,410 $ 1,389,272 2016 $ 433,385 — $ 3,086,928 $ 454,684 $ 96,061 $ 22,186 (9) $ 4,093,244 2016 $ 463,426 — $ 3,217,320 $ 530,584 $ 202,377 $ 52,557 (10) $ 4,466,264 (1) Year Base
Salary Bonus
Awards(2)
Incentive Plan
Compensation(3)
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings(4) All Other
Compensation Total 2018 $ 750,000 $ — $ 3,000,000 $ 789,750 $ 230,258 $ 42,114 (5) $ 4,812,122 2017 $ 575,000 $ — $ — $ 390,713 $ 441,232 $ 32,391 $ 1,439,336 2016 $ 433,385 $ — $ 3,086,928 $ 454,684 $ 96,061 $ 22,186 $ 4,093,244 2018 $ 511,000 $ — $ — $ 349,754 $ (66,026 ) $ 94,086 (6) $ 888,814 2017 $ 496,000 $ — $ — $ 292,094 $ 870,224 $ 70,697 $ 1,729,015 2016 $ 482,000 $ — $ 3,217,320 $ 535,047 $ 381,764 $ 68,499 $ 4,684,630 2018 $ 477,000 $ — $ 284,992 $ 276,255 $ — $ 119,925 (7) $ 1,158,172 2018 $ 445,000 $ — $ — $ 281,151 $ — $ 165,273 (8) $ 891,424 2017 $ 25,673 $ 165,000 $ 1,099,996 $ — $ — $ 5,036 $ 1,295,705 2018 $ 440,000 $ — $ — $ 277,992 $ 99,887 $ 71,583 (9) $ 889,462 (1) Messrs. Burke and Doherty each retired as of January 1, 2019. (2) Represents the aggregate grant date fair value of Multi-Year RSUs and Multi-Year PSUs granted to Messrs. Maher and Burke in 2016 and the grant date fair value of RSUs granted to Mr. Gibbons in 2017 and to Messrs. Maher and Lindner in 2018, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic 718”), without taking into account estimated forfeitures. The assumptions made when calculating the amounts for Messrs. Maher and Burke are found in Note 17 (Equity Incentive Plans) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2016, for Mr. Gibbons are found in Note 17 (Equity Incentive Plans) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2017, and for Messrs. Maher and Lindner's 2018 grants in Note 17 (Equity Incentive Plans) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2018. Terms of the Multi-Year RSUs, Multi-Year PSUs and RSUs granted in 2018 are summarized under “Compensation Discussion and Analysis-Long-Term Incentives” above. (3) Represents the actual amounts earned under the Company’s annual cash incentive plan for each of the years presented. For 2016 these amounts also include payments made pursuant to long-term incentive plans of the Company that were in effect in those years but not in effect in 2017 or 2018. For additional information regarding our annual incentive plan, see “Compensation Discussion and Analysis-Components of our Executive Compensation Program-Annual Cash Incentives.” (4) The values that appear in the table represent the change in the present value of the retirement benefits under the Pension Plan. The change is impacted by additional service and pay, as well as changes in any of the valuation assumptions that are used to prepare the Company’s consolidated financial statements. Because of changing actuarial assumptions, these values can vary significantly from year to year. (5) Includes compensation for unused accrued vacation; 401(k) employer match of $8,971; payments for financial planning services; annual reimbursement for country club dues; and Company golf equipment, gear and wear. (6) Includes annual executive life insurance premiums paid by the Company in the amount of $48,483; compensation for unused accrued vacation; 401(k) employer match of $9,625; payments for financial planning services; annual reimbursement for country club dues; and Company golf equipment, gear and wear. (7) Includes compensation for unused accrued vacation; 401(k) employer match of $8,250; Company golf equipment, gear and wear; and relocation and temporary housing expenses of $92,137 paid by the Company. (8) Includes annual reimbursement for country club dues of $25,152; 401(k) employer match of $6,710; Company golf equipment, gear and wear; and relocation and temporary housing expenses of $123,411 paid by the Company. (9) Includes annual executive life insurance premiums paid by the Company in the amount of $28,587; compensation for unused accrued vacation; 401(k) employer match of $9,625; payments for financial planning services; annual reimbursement for country club dues; and Company golf equipment, gear and wear. officersofficers. In connection with his commencement of employment in 2016, computed in accordanceDecember 2017, the Company entered into an executive offer letter with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("ASC Topic 718"), without taking into account estimated forfeitures. The assumptions made when calculatingMr. Gibbons setting forth the amounts are found in Note 17 (Equity Incentive Plans)terms and conditions of his employment, including his initial base salary and target bonus. To assist Mr. Gibbons with his relocation to our Consolidated Financial Statements in Part II, Item 8Massachusetts, the Company also provided him with reimbursement of our Annual Report on Form 10-K for the year ended December 31, 2016. Termscertain relocation expenses, temporary storage and living expenses as well as reimbursement of the Multi-Year RSUs and Multi-Year PSUs are summarized under "Compensation Discussion and Analysis—Analysis of Long-Term Incentives (LTIP, EAR, Multi-Year RSUs and Multi-Year PSUs)" above. With respectcertain costs related to the Multi-Year PSU grants,sale of his prior residence and the estimatepurchase of a new residence. Each named executive officer participates in the grant date fair value determined401(k) Plan and each named executive officer, other than Messrs. Gibbons and Lindner, is entitled to vested benefits under the Pension Plan and SERP. Messrs. Gibbons and Lindner are not eligible to participate in accordance with ASC Topic 718, which isthe Pension Plan or the SERP based on probable outcome astheir dates of the grant date, assumes vesting at target. Assuming the achievement of maximum performance, the aggregate grant date fair value of the Multi-Year PSUs for fiscal 2016 for each of our named executive officers would be as follows: Mr. Uihlein ($9,491,096); Mr. Burke ($3,217,320); Mr. Connor ($2,573,856); Mr. Maher ($3,086,928); and Mr. Nauman ($3,217,320).(2)Represents the actual amounts earned under the Company's annual cash incentive plan and LTIP during each of the years presented. For Mr. Uihlein, the amount for 2015 includes the 750 units granted under the 2015 Special LTIP whose value of $850 per unit was based on Plan Adjusted EBITDA for 2015 and excludes the 2,800 units granted under the 2015 Special LTIP that were subject to a fixed payout, as described in footnote (3) below. For each of Messrs. Burke and Connor, the amount for 2015 represents the payout amount for his 2014-2015 LTIP award.hire. For additional information regarding theseconcerning our retirement programs, see "Compensation“Compensation Discussion and Analysis—Components of our Executive Compensation Program—Analysis of Annual Cash Incentives" and "Compensation Discussion and Analysis—Components of our Executive Compensation Program—Analysis of Long-Term Incentives (LTIP, EAR, Multi-Year RSUs and Multi-Year PSUs)."(3)The values that appear in the table are the change in the present value of the retirement benefits. The change is impacted by additional service and pay, as well as changes in any of the valuation assumptions that are used to prepare the Company's consolidated financial statements. Because of changing actuarial assumptions, these values can vary significantly from year to year.(4)Pursuant to a letter agreement dated February 26, 2016, Mr. Uihlein was awarded a cash bonus in the amount of $7.5 million as consideration for past performance as the Company's President and Chief Executive Officer. One-third of the cash bonus was paid in a lump sum upon execution of the agreement, another third of the cash bonus was paid in a lump sum upon the closing of our initial public offering and the last third of the cash bonus was paid in a lump sum on December 31, 2016.(5)Includes a tax gross-up payment of $495 made by the Company related to investment income earned in Mr. Uihlein's SERP trust, $19,138 for unused accrued vacation, annual executive life insurance premiums paid by the Company in the amount of $54,797, an automobile allowance, annual reimbursement for country club dues and Company golf equipment, gear and wear.(6)Represents the portion of Mr. Uihlein's 2015 Special LTIP award that is subject to a fixed payout value of 2,800 units at $400 per unit. See "Compensation Discussion and Analysis—Components of our Executive Compensation Program—Analysis of Long-Term Incentives (LTIP, EAR, Multi-Year RSUs and Multi-Year PSUs)—2015 Special LTIP Award."(7)Includes annual executive life insurance premiums paid by the Company in the amount of $35,667, payments for financial planning services, compensation for unused accrued vacation, and annual reimbursement for country club dues and Company golf equipment, gear and wear.(8)Includes annual executive life insurance premiums paid by the Company in the amount of $33,030, annual reimbursement for country club dues and Company golf equipment, gear and wear.(9)Includes compensation for unused accrued vacation, and annual reimbursement for country club dues and Company golf equipment, gear and wear.(10)Includes annual executive life insurance premiums paid by the Company in the amount of $29,807, annual reimbursement for country club dues and Company golf equipment, gear and wear.20162018grants of Multi-Year RSUs and Multi-Year PSUs during 2016. For additional information concerning theseour annual cash incentive program awards, as well as the equity awards, see "Compensation Discussion and Analysis—Components of our Executive Compensation Program." Estimated Future Payouts
Under Equity Incentive Plan
Awards All other
stock awards:
Number of
shares of
stock or
units (#) Grant Date Threshold
(#) Target
(#) Maximum
(#) Grant date
fair value of
stock awards(5) June 15, 2016(1) 116,046 232,092 464,184 $ 4,745,548 June 15, 2016(2) 232,092 $ 4,745,548
39,339
78,678
157,356
$
1,608,660 June 15, 2016(2) 78,678 $ 1,608,660
31,469
62,937
125,874
$
1,286,928 June 15, 2016(2) 62,937 $ 1,286,928
15,737
31,473
62,946
$
643,478 June 15, 2016(2) 31,473 $ 643,478 August 1, 2016(3) 22,010 44,019 88,038 $ 899,986 August 1, 2016(4) 44,019 $ 899,986
39,339
78,678
157,356
$
1,608,660 June 15, 2016(2) 78,678 $ 1,608,660
Lindner during 2018.(1)Reflects grants Multi-Year PSUs made pursuant to the 2015 Incentive Plan. For additional information concerning these equity awards, see "Compensation Discussion and Analysis—Components of our Executive Compensation Program—Analysis of Long-Term Incentives (LTIP, EAR, Multi-Year RSUs and Multi-Year PSUs)."(2)Reflects grants Multi-Year RSUs made pursuant to the 2015 Incentive Plan. For additional information concerning these equity awards, see "Compensation Discussion and Analysis—Components of our Executive Compensation Program—Analysis of Long-Term Incentives (LTIP, EAR, Multi-Year RSUs and Multi-Year PSUs)."(3)Reflects grant of Multi-Year PSUs made to Mr.Messrs. Maher pursuant to the 2015 Incentive Plan in connection with his appointment as Chief Operating Officer. For additional information concerning these equity awards, see "Compensation Discussion and Analysis—Components of our Executive Compensation Program—Analysis of Long-Term Incentives (LTIP, EAR, Multi-Year RSUs and Multi-Year PSUs)."(4)Reflects grant of Multi-Year RSUs made to Mr. Maher pursuant to the 2015 Incentive Plan in connection with his appointment as Chief Operating Officer. For additional information concerning these equity awards, see "Compensation Discussion and Analysis—Components of our Executive Compensation Program—Analysis of Long-Term Incentives (LTIP, EAR, Multi-Year RSUs and Multi-Year PSUs)."(5)The amount represents the grant date fair value of Muti-Year RSU and Multi-Year PSU awards measured in accordance with the guidance in ASC Topic 718, utilizing the assumptions discussed in Note 17 (Equity Incentive Plans) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2016, without taking into account estimated forfeitures. With respect to the PSUs, the grant date fair value assumes vesting at target.Name and Award Type Grant Date
Under Non-Equity Incentive Plan Awards ($)(1) Threshold Target Maximum David Maher — 375,000 750,000 1,500,000 — — 1/2/2018 — — — 142,315 3,000,000 William Burke — 166,075 332,150 664,300 — — Christopher Lindner — 131,175 262,350 524,700 — — 3/26/2018 — — — 12,148 284,992 Brendan Gibbons — 133,500 267,000 534,000 — — Dennis Doherty — 132,000 264,000 528,000 — — (1) Represents award opportunities under our annual cash incentive program. As described above under “Compensation Discussion and Analysis-Annual Cash Incentives,” actual payments under our annual cash incentive program are based upon the level of Adjusted EBITDA that the Company earned for 2018. For 2018, the Company achieved Adjusted EBITDA of $230.8 million, which resulted in an achievement level of 105.3% of the incentive target for each of the named executive officers. (2) On January 2, 2018, Mr. Maher received a grant of RSUs with a grant date fair value of $3,000,000. One-third of the RSUs vested on January 1, 2019 and the remaining RSUs will vest as to one-third of the shares subject to the award on each of January 1, 2020 and January 1, 2021, generally subject to Mr. Maher’s continued employment with the Company on each vesting date. (3) On March 26, 2018, Mr. Lindner received a grant of RSUs with a grant date fair value of $284,992. One-third of the RSUs vested on January 1, 2019 and the remaining RSUs will vest as to one-third of the shares subject to the award on each of January 1, 2020 and January 1, 2021, generally subject to Mr. Lindner’s continued employment with the Company on each vesting date. 20162018 Stock Awards(1) Stock Award
Grant Date Number of Shares
or Units of
Stock That
Have Not
Vested (#) Market Value of
Shares or Units of
Stock That
Have Not
Vested(2) Equity Incentive
Plan Awards:
Number of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)(3) Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(2) June 15, 2016 232,092 $ 4,574,533 June 15, 2016 232,092 $ 4,574,533 June 15, 2016 78,678 $ 1,550,743 June 15, 2016 78,678 $ 1,550,743 June 15, 2016 62,937 $ 1,240,448 June 15, 2016 62,937 $ 1,240,448 June 15, 2016 31,473 $ 620,333 June 15, 2016 31,473 $ 620,333 August 1, 2016 44,019 $ 867,614 August 1, 2016 44,019 $ 867,617 June 15, 2016 78,678 $ 1,550,743 June 15, 2016 78,678 $ 1,550,743 (1)Represents the Multi-Year RSUs and Multi-Year PSUs. See "Compensation Discussion and Analysis—Components of our Executive Compensation Program—Analysis of Long-Term Incentives (LTIP, EAR, Multi-Year RSUs and Multi-Year PSUs)." Name Stock Award
Grant Date Number of Shares
or Units of
Stock That
Have Not
Vested (#)
Shares or Units of
Stock That
Have Not
Vested ($)(2)David Maher January 2, 2018 145,411 $ 3,063,810 August 9, 2016 14,673 $ 309,160 June 15, 2016 10,491 $ 221,045 William Burke June 15, 2016 26,226 $ 552,582 Christopher Lindner March 26, 2018 12,148 $ 255,958 July 25, 2016 15,759 $ 332,042 Brendan Gibbons December 15, 2017 56,309 $ 1,186,431 Dennis Doherty June 15, 2016 20,979 $ 442,028 (1) Represents the Multi-Year RSUs granted to our named executive officers, other than Mr. Gibbons, in 2016 and the RSUs granted to Messrs. Maher and Lindner in 2018 and Mr. Gibbons in 2017. The remaining Multi-Year RSUs granted in 2016 and listed above vested on January 1, 2019. One-third of the RSUs granted to Mr. Maher on January 2, 2018 vested on January 1, 2019 and the remaining RSUs will vest as to one-third of the shares subject to the award on each of January 1, 2020 and January 1, 2021, generally subject to Mr. Maher’s continued employment with the Company on each vesting date. One-third of the RSUs granted to Mr. Lindner on March 26, 2018 vested on January 1, 2019 and the remaining RSUs will vest as to one-third of the shares subject to the award on each of January 1, 2020 and January 1, 2021, generally subject to Mr. Lindner’s continued employment with the Company on each vesting date. For Mr. Gibbons, 37,521 of the RSUs granted to him on December 15, 2017 vested on January 1, 2019; the remaining RSUs will vest in equal installments on each of January 1, 2020, January 1, 2021 and January 1, 2022, generally subject to Mr. Gibbons' continued employment with the Company on each vesting date. (2) Values determined based on the closing market price of our common stock on December 31, 2018, the last trading day of 2018, of $21.07. (2)Values determined based on the closing market price of our common stock on December 30, 2016, the last trading day of 2016, of $19.71.(3)Reflects the number of shares of our Common issuable under our Multi-Year PSUs assuming achievement at the target level of performance for these units. The target level of performance is reported for Multi-Year PSUs because the Company's performance from the beginning of the applicable performance period (January 1, 2016) through December 31, 2016, measured against the applicable performance goals, was greater than the threshold level of performance but did not exceed the target level of performance.exercisevesting of EARsMulti-Year RSUs and Multi-Year PSUs during 20162018 for the named executive officers. Option Awards Number of
Shares
Acquired on
Exercise(1) Value
Realized on
Exercise(2) 900,000 $ 18,207,000 432,000 $ 8,739,360 432,000 $ 8,739,360 432,000 $ 8,739,360 135,000 $ 2,731,050 (1)Represents the EARs granted to the named executive officers under the EAR Plan. The EAR Plan expired on December 31, 2016 and the EARs became payable as of December 31, 2016. See "Compensation Discussion and Analysis—Components of our Stock Awards Name
RSU Shares
Acquired on
Vesting(1)
Realized on
Vesting(2)David Maher 25,164 $ 539,768 $ 57,305 $ 1,427,492 William Burke 26,226 $ 562,548 $ 59,724 $ 1,487,737 Christopher Lindner 15,759 $ 338,031 $ 35,887 $ 893,969 Brendan Gibbons — — — — Dennis Doherty 20,979 $ 450,000 $ 47,775 $ 1,190,087 (1) Reflects the number of whole shares acquired by the named executive officers. Fractional shares were paid to the named executive officers in cash in accordance with award terms. (2) Values determined based on the closing market price of our common stock on the settlement date multiplied by the number of shares vesting. Executive Compensation Program—Analysis of Long-Term Incentives (LTIP, EAR, Multi-Year RSUs and Multi-Year PSUs)—EARs."(2)The EARs were deemed to have been exercised on December 31, 2016, and were paid in two installments on February 17, 2017 and March 15, 2017. The value realized on exercise represents the difference between the grant date fair value of the EARs and the fair market value of our common stock on the date of exercise.2016,2018, each named executive officer'sofficer’s years of credited service, present value of accumulated benefit and benefits received, if any, under the Company'sCompany’s Pension Plan and the SERP. Plan Name Number of
Years
Credited
Service(1) Present
Value of
Accumulated
Benefit(2) Payments
During
Last
Fiscal
Year Acushnet Company Pension Plan 39.92 $ 1,552,379 — Acushnet Company Supplemental Retirement Plan 39.92 $ 11,973,003 — Acushnet Company Pension Plan 32.58 $ 929,111 — Acushnet Supplemental Executive Retirement Plan 32.58 $ 2,164,443 — Acushnet Company Pension Plan 29.42 $ 1,314,861 — Acushnet Supplemental Executive Retirement Plan 29.42 $ 3,661,371 — Acushnet Company Pension Plan 25.67 $ 370,245 — Acushnet Supplemental Executive Retirement Plan 25.67 $ 278,471 — Acushnet Company Pension Plan 20.50 $ 777,629 — Acushnet Supplemental Executive Retirement Plan 24.50 $ 2,457,124 — (1)Name Plan Name
Years
Credited
Service(1)
Value of
Accumulated
Benefit(2) Payments
During
Last
Fiscal
YearDavid Maher Acushnet Company Pension Plan 27.67 $ 446,886 — 27.67 $ 873,320 — Acushnet Company Pension Plan 34.58 $ 1,069,973 — Acushnet Supplemental Executive
Retirement Plan 34.58 $ 2,827,779 — Christopher Lindner Acushnet Company Pension Plan — — — Acushnet Supplemental Executive
Retirement Plan — — — Brendan Gibbons Acushnet Company Pension Plan — — — Acushnet Supplemental Executive
Retirement Plan — — — Acushnet Company Pension Plan 33.08 $ 1,009,365 — Acushnet Supplemental Executive
Retirement Plan 33.08 $ 2,480,295 — (1) Number of years of credited service represents actual years of service. (2) For purposes of calculating the present value of the accumulated pension benefits, we used the same assumptions used and described in Note 13 to our audited financial statements filed with our Annual Report on Form 10-K for fiscal 2019, including a discount rate of 4.55% for the Pension Plan and 4.52% for the SERP. (3) Mr. Burke’s and Mr. Doherty’s benefits reflect full controlled group benefit service with an offset for a benefit accrued and payable under a former controlled group company pension plan. (2)Present value of accumulated benefit is calculated by using a discount rate of 4.54% for the Pension Plan and 4.43% for the SERP.(3)Mr. Burke's benefit reflects full controlled group benefit service with an offset for a benefit accrued and payable under a former controlled group company pension plan.employee'semployee’s length of service and/or earnings and are normally paid as an annuity unless a lump sum election is made.participant'sparticipant’s normal retirement date, which is the first day of the calendar month coincident with or next following a participant'sparticipant’s 65th birthday, but a participant can receive reduced pension benefits as early as age 50. The Pension Plan provides benefits payable as either an annuity or a lump sum. EachTable of Contentsother than Mr. Maher, can commence his pension benefits immediately upon termination of employment. Upon attaining age 50, Mr. Maher can commence his pension benefits immediately upon termination."IRS"“IRS”) compensation limit regulations under Code section 401(a)(17). Plan participants, including Messrs. Burke and Nauman,Doherty, who transferred directly to the Company from another company in the Company'sCompany’s prior controlled group (prior to July 2011), receive a benefit reflecting all service in the controlled group determined using the plan formula, with an offset for the benefit payable from the pension plan of the former controlled group company. At December 31, 2015, the Pension Plan was amended to freeze benefit accruals for certain participants and limit ongoing benefit accruals for other participants, based on age and service at that date. For participants who at December 31, 2015 had attained age of 50 and had completed at least ten years of service or had a combined age and years of service of 70 or more, the monthly benefit amount payable under the Pension Plan will equal the sum of (a) the participant'sparticipant’s frozen accrued pension benefit at December 31, 2015, plus (b) benefit accruals after that time reflecting only service and pay earned in 2016 and later and the benefit formula described above, but with final average monthlyannual compensation limited to $150,000. �� officer'sofficer’s death equal to 50% of the named executive officer'sofficer’s assumed retirement pension, which is the monthly amount of pension benefits that he would have received had he retired immediately prior to his death while the joint and survivor annuity was in effect with a provision for continuance of 50% of his reduced amount of retirement benefit to his spouse. The spouse may instead elect to receive a lump distribution equal to an amount that would be actuarially equivalent to the monthly benefit otherwise payable. If the plan participant has no spouse, his beneficiary will be eligible to receive a lump sum distribution, calculated as noted above, using the assumption that the participant and beneficiary were of the same age. See "—Pension“-Pension Benefits for 2016"2018” above for information relating to the accumulated benefits of our named executive officers.participant'sparticipant’s retirement, the participant will be entitled to a benefit under the SERP equal to the difference between (a) and (b), where (a) is the sum of (A) 0.9% of his average monthly rate of earnings multiplied by his years of credited service and (B) 0.55% of that portion of his average monthly rate of earnings that is in excess of his covered compensation, multiplied by the lesser of (1) 35 and (2) his years of credited service as a salaried employee, and (b) is the benefit payable under the Pension Plan. Monthly average compensation for items (A) and (B) immediately above is not limited. Benefits payable under the SERP are generally paid to participants in a lump sum during the 60-day period following the participant'sparticipant’s retirement date, subject to any delay required under applicable tax rules. Each of Mr. Uihlein, Mr. ConnorMr. Nauman is eligible to receive full retirement benefits under the Pension Plan and SERP. Mr. Burke isDoherty are eligible to receive early retirement benefits under the Pension Plan and SERP. Mr. Maher will becomeMessrs. Gibbons and Lindner are not eligible to receive early retirement benefits upon attainmentparticipate in either the Pension Plan or SERP based on their dates of age 50.hire. If a participant retires early, he will be entitled to elect (1) a monthly retirement benefit as calculated above that commences on his normal retirement date or (2) a reduced benefit payable at his early retirement date. The early retirement benefit is equal to the 0.9% portion of hisMr. Burke)Messrs. Burke and Doherty) multiplied by 0.003 and (b) 0.55% of the portion of his benefit reduced by 0.5% for each of the first 60 months that his annuity starting date precedes the early retirement age or (y) 0.3% for each month in excess of 60 that the annuity starting date precedes the early retirement age. Mr. Connor retired from the Company effective January 1, 2017. Because Mr. Connor retired after his regular retirement date, he was eligible to receive full retirement benefits as described above. For Mr. Uihlein, the Company has historically made annual contributions to a trust owned by Mr. Uihlein to fund a portion of Mr. Uihlein's SERP benefit. Upon Mr. Uihlein's termination of employment, a final contribution will be made to his trust in an amount which when added to the existing balance will equal the present value of the after-tax single sum equivalent of his supplemental retirement benefit to be paid within 60 days following his termination or death, or in the case of a termination for disability, within 60 days of his becoming disabled, in each case, subject to any delay required under applicable tax rules.20162018officers'officers’ accounts that remain outstanding in the Company's nonqualified executive deferral plan ("EDP")our EDP for 2016.2018. As of July 29, 2011, in connection with thea prior sale of the Company, by Beam all Company matching contributions and employee contributions to the planEDP were frozen and employee salary and incentive deferral accounts were distributed. All that remains in the planEDP is the portion of participants'participants’ accounts attributable to Company matching credits to the plan made prior to July 29, 2011. See "Compensation“Compensation Discussion and Analysis—ComponentsAnalysis-Components of our Executive Compensation Program—Deferred Compensation"Program-Deferred Compensation” above. Executive
Contributions in
Last Fiscal
Year Company
Contributions in
Last Fiscal
Year Aggregate
Earnings in
Last Fiscal
Year Aggregate
Withdrawals/
Distributions Aggregate
Balance at
Last Fiscal
Year Executive
Contributions in
Last Fiscal
Year Company
Contributions in
Last Fiscal
Year Aggregate
Earnings in
Last Fiscal
Year Aggregate
Withdrawals/
Distributions Aggregate
Balance at
Last Fiscal
Year — — $ 26,630 — $ 306,418 David Maher — — $ (2,620 ) — $ 36,793 — — $ 5,634 — $ 95,317 — — $ (13,459 ) — $ 96,663 — — $ 20,205 — $ 158,313 — — $ 1,448 — $ 31,014 — — $ 9,142 — $ 127,623 Christopher Lindner — — — — — Brendan Gibbons — — — — — Dennis Doherty — — $ (14,580 ) — $ 101,592 Company'sCompany’s defined contribution plan. Participants earn annual market rate returns based on the fund's performance.performance of the funds.30, 2016,31, 2018, which was the last business day of 2016.••"—Pension“-Pension Benefits for 2016"2018” above; or•"—Nonqualified“-Nonqualified Deferred Compensation for 2016"2018” above for information relating to the distributions of the EDP account balances of our named executive officers.officers; or Involuntary
Termination
without
Cause or
Voluntary
Termination
with Good
Reason Termination
For Cause Death or
Disability Change in
Control
followed by
Involuntary
Termination
without
Cause or
Voluntary
Termination
with Good ReasonDavid Maher $ 750,000 $ 1,500,000 $ — $ 750,000 $ 2,250,000 1,551,479 — — — 3,594,026 — 1,125,000 — — 1,500,000 Life insurance — — — 2,575,000 — Accrued and unpaid vacation 72,115 72,115 72,115 72,115 72,115 Total $ 2,373,594 $ 2,697,115 $ 72,115 $ 3,397,115 $ 7,416,141 $ 349,754 $ 349,754 $ — $ 349,754 $ 349,754 552,582 — — — 552,582 — 766,500 — — 1,022,000 Life insurance — — — 3,051,000 — Accrued and unpaid vacation 58,962 58,962 58,962 58,962 58,962 Total $ 961,298 $ 1,175,216 $ 58,962 $ 3,459,716 $ 1,983,298 Christopher Lindner $ 276,255 $ 276,255 $ — $ 276,255 $ 276,255 — — — 588,000 — 715,500 — — 954,000 Life insurance — — 1,392,000 — Accrued and unpaid vacation 18,346 18,346 18,346 18,346 18,346 Total $ 294,601 $ 1,010,101 $ 18,346 $ 1,686,601 $ 1,836,601 Brendan Gibbons $ 281,151 $ 281,151 $ — $ 281,151 $ 281,151 — — — — 1,186,432 — 667,500 — — 890,000 Life insurance — — — 445,000 — Accrued and unpaid vacation 17,115 17,115 17,115 17,115 17,115 Total $ 298,266 $ 965,766 $ 17,115 $ 743,266 $ 2,374,698 Annual incentive award $ 277,992 — — — $ — 442,028 — — — — — — — — — Life insurance — — — — — Accrued and unpaid vacation 42,308 — — — — Total $ 762,328 $ — $ — $ — $ — (1) Each of the named executive officers, with the exception of Messrs. Lindner and Gibbons, is retirement eligible under the awards and/or plans applicable to him as of December 31, 2018 and therefore any voluntary termination by the named executive officer, other than a termination for good reason, has been treated as a retirement for purposes of this table. (2) Represents value of the annual cash incentive award earned for 2018 as included in the Summary Compensation Table. Other than in the case of a termination by the Company for cause, the named executive officer would receive the annual cash incentive award earned for 2018 even if his employment terminated prior to the actual cash payout date in 2019. See “Compensation Discussion and Analysis-Components of our Executive Compensation Program-Annual Cash Incentives.” (3) Represents the accelerated vesting of the Multi-Year RSUs granted to Messrs. Maher, Burke, Lindner and Doherty and RSUs granted to Messrs. Maher, Lindner and Gibbons, in each case in accordance with the terms of the applicable award agreements. The value attributable to the acceleration of these unvested awards is based on the closing price of our common stock ($21.07) on December 31, 2018, the last business day of 2018. (4) For Mr. Maher represents the amounts payable under his CEO Agreement as described below. For Messrs. Burke, Lindner, Gibbons and Doherty, the cash severance amount represents the amounts payable to the named executive officer under the Executive Severance Plan as described below. Consistent with the terms of the Executive Severance Plan, in determining the amount of severance benefits for each of the named executive officers, the amount of the annual cash incentive to be paid as part of the severance benefits was offset by the annual incentive award earned by the named executive officer for 2018 (as provided in the Summary Compensation Table and described in footnote (2) above) which resulted in no additional annual cash incentive as part of the severance benefits. (5) Even though Mr. Burke retired at the end of 2018, because he served as our principal financial officer during 2018, we are required under applicable SEC guidance to provide information on the payments and benefits that Mr. Burke would have received under each of the termination scenarios listed below. Mr. Burke was not actually entitled to any severance payments in connection with his retirement from the Company, other than with respect to retirement vesting under his equity awards. (6) Mr. Doherty retired from the Company effective January 1, 2019 and received the amount reflected in the "Retirement" column of the preceding table. Retirement(1) Involuntary
Termination
without
Cause or
Voluntary
Termination
with Good
Reason Termination
For Cause Death or
Disability Change in
Control
followed by
Involuntary
Termination
without
Cause or
Voluntary
Termination
with Good
Reason 1,331,708 1,331,708 — 1,331,708 1,331,708 — — — — — 3,049,689 — — — 9,149,067 — 6,829,285 — — 10,013,956 — 138,732 — — 208,098 — — — 6,077,400 — 104,423 104,423 104,423 104,423 104,423 $ 4,485,820 $ 8,404,148 $ 104,423 $ 7,513,531 $ 20,807,252
307,347 307,347 — 307,347 307,347 227,700 227,700 — 227,700 227,700 1,033,829 — — — 3,101,487 — 723,000 — — 964,000 — — — 2,812,000 — 46,346 46,346 46,346 46,346 46,346 $ 1,615,222 $ 1,304,393 $ 46,346 $ 3,393,393 $ 4,646,880
246,231 246,231 — 246,231 246,231 265,650 265,650 — 265,650 265,650 826,992 — — 2,480,977 — 753,000 — — 1,004,000 — — 2,827,200 — 48,269 48,269 48,269 48,269 48,269 $ 1,387,142 $ 1,313,150 $ 48,269 $ 3,387,350 $ 4,045,127
302,884 302,884 — 302,884 302,884 151,800 151,800 — 151,800 151,800 991,965 — — — 2,975,895 — 712,500 — — 950,000 — — — 1,842,000 — 36,538 36,538 36,538 36,538 36,538 $ 1,483,187 $ 1,203,722 $ 36,538 $ 2,333,222 $ 4,417,117
302,884 302,884 — 302,884 302,884 227,700 227,700 — 227,700 227,700 1,033,829 — — — 3,101,487 — 712,500 — — 950,000 — — — 2,676,000 — 36,538 36,538 36,538 36,538 36,538 $ 1,600,951 $ 1,279,622 $ 36,538 $ 3,243,122 $ 4,618,609 (1)EachExecutive Severance Planwith the exception of David Maher, is retirement eligible under the awards and/or plans applicable to him as of December 31, 2016 and therefore any voluntary termination by the named executive officer, other than a termination for good reason, has been treated as a retirement forpurposes of this table. Mr. Maher, will become retirementwere eligible upon the attainment of age 50 in February, 2018. With respect to Mr. Maher, in the case of a voluntary termination, other than a voluntary termination for good reason, Mr. Maher would be eligible to receive all of the amounts listedseverance benefits under "Retirement" with the exception of the accelerated equity awards.(2)Represents value of the annual cash incentive award earned for 2016 as included in the Summary Compensation Table. Other than in the case of a termination by the Company for cause, the named executive officer would receive the annual cash incentive award earned for 2016 even if his employment terminated prior to the actual cash payout date in 2017. See "Compensation Discussion and Analysis—Components of our Executive Compensation Program—Analysis of Annual Cash Incentives."(3)For Messrs. Burke, Connor, Maher and Nauman, represents the value of the 2015-2016 LTIP award. Other than in the case of a termination by the Company for cause, the named executive officer would receive the 2015-2016 LTIP award earned through December 31, 2016 even if his employment terminated prior to the actual cash payout date in 2017.(4)Represents the pro rata vesting of the Multi-Year RSUs and Multi-Year PSUs in accordance with the terms of the applicable award agreements. The value attributable to the acceleration of unvested RSUs and PSUs is based on the closing price of our common stock ($19.71) on December 30, 2016, the last business day of 2016. With respect to the acceleration of the Multi-Year PSUs, reflects performance at target level. For more information on these awards, see "Compensation Discussion and Analysis—Components of our Executive Compensation Program—Analysis of Long-Term Incentives (LTIP, EAR, Multi-Year RSUs and Multi-Year PSUs)."(5)ForSeverance Plan. Mr. Uihlein represents the amounts payable under hisMaher’s severance and change in control agreementsentitlements are provided under the CEO Agreement, as described below.For Messrs. Burke, Connor, Maher and Naumancash severance amount represents the amounts payable to theemployment of a named executive officer covered under the Executive Severance Plan as described below. Consistent with the terms of the Executive Severance Plan, in determining the amount of severance benefits for each of the named executive officers, the amount of the annual cash incentive to be paid as part of the severance benefits was offset by the annual incentive award earned by the named executive officer for 2016 (as provided in table above and denoted by footnote (2) above) which resulted in the payment of $0 annual cash incentive as part of the severance benefits.(6)For Mr. Uihlein, represents the annual premium amounts for medical, dental, life and disability insurance in accordance with the provisions of his severance andis terminated, other than following a change in control agreements as described below. Severance and Change in Control ArrangementsExecutive Severance Plan If a Severance Plan participant's employment is terminatedbelow, (1) by the Company other than for cause or (2) by the participantnamed executive officer because the participant'shis job location has been relocated more than 35 miles from the participant'snamed executive officer’s former job location, and (3) the participantnamed executive officer was hired or promoted to the Corporate Management Committee ("CMC") level before January 1, 2019, he will receive (a) 18 months of base salary plus (b) one year of bonus (based on the target bonus for the year of termination) offset by any bonus amount actually paid under the terms of the Company'sCompany’s annual bonus plan for the year of termination, payable in installments."cause"“cause” includes but is not limited to misconduct, negligence, dishonesty, criminal act, excessive absenteeism, and willful failure to perform job responsibilities and other conduct determined under the Company'sCompany’s code of conduct or other policies to be "cause."ofin control (1) the Company terminates the participanta covered named executive officer other than for cause, (2) the participantnamed executive officer voluntary terminates employment because his job location has been relocated more than 35 miles from his former job location, or (3) the participantnamed executive officer voluntarily terminates his employment due to (a) a material diminution in thehis duties, authority or responsibilities or (b) a material negative change in the participant'snamed executive officer’s compensation, the participantnamed executive officer will receive: (x) 24 months of base salary plus (y) one year of annual cash incentive (based on the greater of (a) target bonus for the year of termination or (b) the annual cash incentive that would have been paid using the Company'sCompany’s most recent financial performance outlook report that isemployee'snamed executive officer’s termination date), in each case offset by any annual cash incentive amount actually paid under the terms of the Company'sCompany’s annual cash incentive plan for the year of termination, payable in installments.participantnamed executive officer may not, personally or on behalf of another party, whether directly or indirectly, solicit for employment any person employed by the Company in a salaried position during the year before separation from employment.Uihlein's Severance and Change in Control Agreements Under his severance agreement, if Mr. UihleinMaher’s employment is terminated by the Company other than forwithout cause or if he resignsby Mr. Maher for good reason he will be entitled to:•two times(each as defined in the sum of (1) his base salary; (2) his target annual incentive compensation under the annual cash incentive plan and (3) the amount that would have been required to be allocated to his account under the 401(k) Plan and Company contributions under the SERP, paid ratably over a 12-month period (unless payableCEO Agreement) other than within two yearstwelve months following a change in control (as defined in which case the payments are made in a lump sum six months following the termination date);•continued health and welfare benefits for two years following his termination (with Mr. Uihlein paying the active employee rate);•an amount equalEquity Plan), he will be entitled to the excess of (1) the sum of (i) one and one-half times his base salary, (ii) his target annual bonus, (iii) any earned but unpaid annual bonus for the aggregate monthly amounts of payments he would have been entitled to under the terms of each of the Company's pension plans if he remainedprior year and (iv) a fully vested active participant and accumulated two additional years of service thereunder over (2) the sum of the aggregate monthly amounts of payments he would be entitled to under each of the Company's pension plans, payable at the time payments are made under the SERP; and•the (1) unpaidpro-rata portion of his target annual incentive compensation under the annual cash incentive plan for the calendar year immediately precedingbonus based on actual days employed in the year in which theof termination, occurs and (2) annual cash incentive compensation under the annual cash incentive plan for the calendar year in which the termination occurs, payable at the time the annual incentive awards for that year are normallysuch amounts to be paid in an amount equal to Mr. Uihlein's target percentage prorated for the portion of the year through the termination date. Under Mr. Uihlein's severance agreement, "cause" generally includes (1) an act or acts of dishonesty on Mr. Uihlein's part that results in Mr. Uihlein being indicted for a felony, or (2) Mr. Uihlein's willful and continued failure substantially to perform his duties and responsibilitiesone cash lump sum as an officer of the Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to Mr. Uihlein by our Board of Directors which specifically identifies the manner in which our Board of Directors believes that Mr. Uihlein has not substantially performed his duties and Mr. Uihlein is given a reasonable timesoon as practicable after such demand substantially to perform his duties. Under the severance agreement,qualifying termination. If Mr. Uihlein has "good reason" to resign if he voluntarily terminates hisMaher’s employment due to (1) a material change in his duties, without his express written consent, except in connection with the termination of his employment as a result of his death orisfor disability orwithout cause or by Mr. Uihlein other than for good reason; (2) a reduction by the Company in Mr. Uihlein's then current base salary; (3) the failure of the Company to substantially maintain and to continue Mr. Uihlein's participation in the Company's benefit plans unless participation in such plans ceases for similarly situated senior executives; (4) the relocation of the offices at which Mr. Uihlein is employed to a location more than 35 miles from his location at the time the severance agreement was entered into or requiring Mr. Uihlein to relocate to any office other thanthe Company's principal executive offices, except for required travel on the Company's business; (5) any reduction in the number of vacation days provided to Mr. Uihlein, unless such reduction is applicable to officers of the Company generally; (6) any failure of the Company to require any successor to assume and agree to perform his severance agreement; or (7) any purported termination of Mr. Uihlein's employment which is not effected pursuant to a notice of termination satisfying the requirements of his agreement. Mr. Uihlein must provide written notice to the Company of the existence of good reason no later than 90 days after its initial existence and the Company will have 30 days to cure such good reason condition. Severance benefits are subject to Mr. Uihlein's signing of a release of claims. Under the severance agreement, Mr. Uihlein is subject to 12-month confidentiality, non-compete and non-solicitation covenants under which Mr. Uihlein shall hold all confidential trade secrets in confidence, and shall not (1) engage in nor be competitively employed by or render any services for any business in the United States, Canada, Asia, Mexico or Europe which is directly competitive with any significant business in which the Company or any of its affiliates was engaged during the two-year period preceding Mr. Uihlein's termination, and (2) solicit business from nor cause others to solicit business that competes with the Company's or any affiliate's line of products from any entities which were customers of the Company during Mr. Uihlein's employment or which were targeted as potential customers during his employment. If a change in control occurs and Mr. Uihlein is subsequently terminated without cause (as defined above for the severance agreement) or resignsMaher for good reason within three years oftwelve months following a change in control, he will be entitled to:•2.99 timesto the sum of (1)(i) two times his base salary; (2)salary, (ii) two times his target annual incentive compensation underbonus, (iii) any earned but unpaid annual bonus for the annual cash incentive plan;prior year and (3) the amount that would have been required to be allocated to his account under the 401(k) Plan, payable in(iv) a lump sum on the eighth day following the termination date;•continued health and welfare benefits for three years following his termination (with Mr. Uihlein paying the applicable COBRA rate);•an amount equal to the excess of (1) the sum of the aggregate monthly amounts of pension payments he would have been entitled to under the terms of the Company's pension plans if he remained a fully vested active participant and accumulated three additional years of age and service thereunder over (2) the sum of the aggregate monthly amounts of pension payments he would be entitled to under such pension plans upon his termination; and•the (1) unpaidpro-rata portion of his incentive compensation under thetarget annual cash incentive plan for the calendar year immediately precedingbonus based on actual days employed in the year of termination, such amounts to be paid in which theone cash lump sum as soon as practicable after such qualifying termination, occurs and (2) incentive compensation under the annual cash incentive plan for the calendar year in which the termination occurs, payable at the time the annual incentive awards for that year are normally paid based on the Company's actual performance. Any benefits paid under the change in control agreement will be offset by the benefits payable above under Mr. Uihlein's severance agreement. Benefits under the change in control agreement are subject to Mr. Uihlein signing a release of claims. In addition, Mr. Uihlein's change in control agreement provides that to the extent that any or all of the change in control payments and benefits provided to Mr. Uihlein under the change in control agreement constitute "parachute payments" within the meaning of Section 280G of the Code and would otherwise be subject to the excise tax imposed by Section 4999 of the Code, the Company will pay Mr. Uihlein an additional amount such that the net amount retained by Mr. Uihlein after the deduction of any excise, federal, state and local income tax will be equal to the payments he is entitled to under the change in control agreement. However, if the value of the payments Mr. Uihlein isentitled to do not exceed 330% of the base amount, no gross-up payment will be made and any payments and benefits would be reduced by the minimum amounts necessary to equal one dollar less than the amount which would resultoutstanding Company equity interests will vest in such payments and benefits being subject to such excise tax, but only if the value of the reductionfull. If Mr. Maher’s employment is equal to or less than 30% of Mr. Uihlein's base salary. For purposes of the quantification of possible payments due to Mr. Uihlein in each of the scenarios set forth in the table under the heading "Potential Payments Upon Termination or Change in Control" above, it is assumed that no excise taxes would be imposed. As such, the amounts in the table do not reflect a gross-up payment with respect to any excise tax imposed by Section 4999 of the Code. Under the change in control agreement, Mr. Uihlein has "good reason" to resign if he voluntarily terminates his employment due to (1) without Mr. Uihlein's express written consent, the assignment to Mr. Uihlein of any duties inconsistent with his positions, duties, responsibilities and status with the Company at the time of a change in control, or a change in his reporting responsibilities, titles or offices as in effect at the time of a change in control, or any removal of him from, or any failure to re-elect him to, any of such positions, except in connection with the termination of his employmentterminated as a result of his death or disability, he is entitled to the sum of (i) any earned but unpaid annual bonus for the prior year and (ii) a pro-rata portion of his target annual bonus based on days employed in the year of termination, such amounts to be paid in one cash lump sum as soon as practicable after such termination of employment. Mr. Maher is not entitled to receive severance if his employment is terminated for any other reason.for disability or causewithout Cause or by Mr. Uihleinthe executive for Good Reason occurring during the 12-month period following a Change in Control (each, as defined in the Equity Plan), in which case all unvested Multi-Year RSUs and Multi-Year PSUs will vest in full, with Multi-Year PSUs vesting at target performance.good reason; (2)Cause when a reduction byparticipant is age 55 with 10 years of service with the Company in Mr. Uihlein's then current base salary; (3)Company), after the failurefirst anniversary of the Companyvesting commencement date, the Multi-Year PSUs will remain eligible to substantially maintain and to continue Mr. Uihlein's participation in the Company's benefit plans as in effect at the time of a change in control and with all subsequent improvements (other than those plans or improvements that have expired in accordance with their original terms), or the taking of any action which would materially reduce Mr. Uihlein's benefits under any of such plans or deprive Mr. Uihlein of any material fringe benefit enjoyed by him at the time of a change in control; (4) the target bonus awarded to Mr. Uihlein under the incentive compensation plan of the Company subsequent to a change in control being less than such amount last awarded to him prior to a change in control; (5) the sum of Mr. Uihlein's base salary and amount paid to him as incentive compensation under the incentive compensation plan of the Company for the calendar year in which the change in control occurs or any subsequent year being less than the sum of his base salary and the amount awarded (whether or not fully paid) to him as incentive compensation under the incentive compensation plan of the Company for the calendar year prior to the change in control or any subsequent calendar year in which the sum of such amounts was greater; (6) the relocation of the offices at which Mr. Uihlein is employed to a location more than 35 miles from his location at the time of a change in control or the Company requiring Mr. Uihlein to be based anywhere other than at such offices, except for required travel on the Company's business to an extent substantially consistent with Uihlein's business travel obligations at the time of a change in control; (7) the failure of the Company to provide Mr. Uihlein with a number of paid vacation days at least equal to the number of paid vacation days to which he is entitled at the time of change in control; (8) any purported termination of Mr. Uihlein's employment which is not effected pursuant to a notice of termination satisfying the requirements of his agreement; or (9) Mr. Uihlein's good faith determination that due to a change in control he is not able effectively to discharge his duties.Transition Agreement with Joseph Nauman In April 2017, the Company entered into a Transition Agreement with Mr. Nauman pursuant to which Mr. Nauman will continue to serve as the Company's Executive Vice President, Chief Legal Officer and Administrative Officer until December 31, 2017, unless Mr. Nauman's employment is terminated by either party prior to such date. For additional information on the Transition Agreement, including the payments and benefits Mr. Nauman will receive thereunder, see "—Severance and Change in Control Arrangements—Transition Agreement with Joseph Nauman" above.LTIP Retirement, death or disability. If a participant retires, dies or becomes disabled during a performance period, the participant will be eligible for a prorated awardvest based on service while an active participant (measured in months with a partial month rounded up) during theactual performance period, with payment of the award made followingmeasured at the end of the performance period. For purposes of the LTIP, "retire" means to terminate employment on or after attaining age 55 and completing at least ten years of serviceperiod, with the Company and its affiliates, and "disabled" means disabled as defined innumber of performance shares delivered to the Company's long term disability plan. If a participant's employment withexecutive prorated to reflect the Company and all of its then-current affiliates is terminated for cause prior toexecutive’s actual service during the three-year performance period. At the end of a performance period, no awards for that period will be paid2018, Messrs. Maher, Burke and Doherty were retirement eligible under the LTIP. Change in control. In the event of a change in control, all outstanding awards under the LTIP will be paid out as soon as practicable following such change in control (1) as if all performance periods have been completed and based on actual performance data to the extent available and the Company's forecast in the performance outlook report for the remainderterms of the applicable performance period, but (2) prorated (measured in months with a partial month rounded up) for the portion of any relevant performance period ending on the date of such change in control. Under the LTIP, the term "change in control" has the same meaning ascribedMulti-Year PSUs awarded to such term in the Severance Plan. For fiscal 2016 prior to our initial public offering, we did not provide director compensation to our non-executive directors. However, all of our directors were and continue to be reimbursed for their reasonable out-of-pocket expenses related to their services as a member of the board of directors of Acushnet Holdings Corp. or Acushnet Company. In connection with our initial public offering, the board of directors of Acushnet Holdings Corp. approved the following annual compensation for its directors:•The chairperson of the board of directors receives a $110,000 annual cash retainer paid quarterly in arrears and an annual grant of RSUs with a fair market value at the time of grant of $140,000. Such RSUs will vest on the earlier of the one-year anniversary of the grant or the next annual stockholders' meeting.•Non-executive board members, other than the chairperson, receive a $70,000 annual cash retainer paid quarterly in arrears and an annual grant of RSUs with a fair market value of at the time of grant of $100,000. Such RSUs will vest on the earlier of the one-year anniversary of the grant or the next annual stockholders' meeting.•The audit committee chairperson receives an additional $25,000 annual cash retainer; the compensation committee chairperson receives an additional $20,000 annual cash retainer and the nominating and corporate governance committee chairperson receives an additional $10,000 annual cash retainer; in each case paid quarterly in arrears.•Audit committee members, other than the audit committee chairperson, receive an additional $12,500 annual cash retainer; compensation committee members, other than the compensation committee chairperson, receive an additional $10,000 annual cash retainer and nominating and corporate governance committee members, other than the nominating and corporate governance committee chairperson, receive an additional $5,000 annual cash retainer; in each case paid quarterly in arrears. These annual compensation arrangements took effect immediately following our initial public offering with the first annual grant of RSUs to be made in June 2017. In June 2017, in addition to the annual grant of RSUs for 2017, each non-executive director is expected to receive a "catch-up" grant of RSUs, representing a pro rata portion of the annual RSU grant, and intended to cover the period commencing on the pricing of the Company's initial public offering through the date of the 2017Annual Meeting. These additional RSUs will vest on the one-year anniversary of the pricing of the Company's initial public offering. Following our initial public offering, our board of directors adopted the Acushnet Holdings Corp. Independent Directors Deferral Plan, which generally permits non-executive directors the opportunity to defer delivery of common stock (and associated income taxes) following the vesting of RSUs.directorsMr. Maher, who are named executive officers)receives no additional compensation as a director and whose compensation is reported in the Summary Compensation Table above) for 2016. Fees
Earned or
Paid in
Cash Stock
Awards Non-Equity
Incentive Plan
Compensation Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings All Other
Compensation Total $ 1,092,900 — $ 670,084 — $ 30,101 (2) $ 1,793,085 $ 15,833 — — — — $ 15,833 $ 15,417 — — — — $ 15,417 $ 13,333 — — — — $ 13,333 $ 15,833 — — — — $ 15,833 $ 13,750 — — — — $ 13,750 $ 13,333 — — — — $ 13,333 $ 12,500 — — — — $ 12,500 (1)In additionName Fees
Earned or
Paid in
Cash
Awards(1)(2) Non-Equity
Incentive Plan
Compensation Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings All Other
Compensation Total Yoon Soo (Gene) Yoon $ 110,000 $ 139,984 $ — $ — $ — $ 249,984 $ 56,250 $ 120,541 $ — $ — $ — $ 176,791 Jennifer Estabrook $ 95,000 $ 99,992 $ — $ — $ — $ 194,992 Gregory Hewett $ 92,500 $ 99,992 $ — $ — $ — $ 192,492 $ 40,000 $ 15 $ — $ — $ — $ 40,015 $ 95,000 $ 99,992 $ — $ — $ — $ 194,992 $ 90,000 $ 99,992 $ — $ — $ — $ 189,992 Walter Uihlein $ 70,000 $ 99,992 $ — $ — $ — $ 169,992 $ 40,000 $ 15 $ — $ — $ — $ 40,015 $ 78,750 $ 99,992 $ — $ — $ — $ 178,742 (1) Represents the aggregate grant date fair value of RSUs granted to each director in 2018, computed in accordance with ASC Topic 718, without taking into account estimated forfeitures. (2) The following table shows the number of shares subject to outstanding RSU awards (including dividend equivalents credited in the form of additional RSUs) for our non-employee directors as of December 31, 2018: Name Outstanding RSU Awards Yoon Soo (Gene) Yoon 13,314 Jonathan Epstein 4,117 Jennifer Estabrook 9,511 Gregory Hewett 9,511 Sean Sullivan 9,511 Steven Tishman 9,511 Norman Wesley 9,511 (3) Appointed to the Board of Directors and the Nominating and Corporate Governance Committee on March 26, 2018. Mr. Epstein passed away on February 15, 2019. (4) Resigned from the Board of Directors effective March 26, 2018. (5) Reflects the cash value of fractional shares paid upon resignation from the Board. (6) Appointed to the Nominating and Corporate Governance Committee on April 8, 2019. (7) Appointed to the Compensation Committee on March 26, 2018. (8) Appointed as Chairman of the Nominating and Corporate Governance Committee on March 26, 2018. Annual Board Retainers: Non-Executive Director $ 70,000 Board Chairperson $ 110,000 Annual Committee Chair Retainers: Audit Committee Chair $ 25,000 Compensation Committee Chair $ 20,000 Nominating and Corporate Governance Chair $ 12,000 Annual Committee Member Retainers: Audit Committee $ 12,500 Compensation Committee $ 10,000 Nominating and Corporate Governance Committee $ 5,000 $ 100,000 Board Chairperson $ 140,000 (1) Reflects immediately vesting common stock. (2) In 2019, the non-executive board members will receive an annual equity retainer of $110,000 to bring total director compensation closer to the median of our peer group. serving as chairmanour compensation plans under which shares of the Company’s common stock may be issued.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 1,851,435 5,672,099 Equity compensation plans not approved by stockholders — N/A — Total 1,851,435 5,672,099 (1) Consists of 1,851,435 restricted stock units and performance stock units. board of directors,employees, other than our CEO, Mr. Yoon served as PresidentMaher, was $13,184; Mr. Maher's 2018 annual total compensation was $4,812,122, 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 365 to 1.from 2011 until May 2016. During 2016, Mr. Yoon earned $18,333has no reasonable belief that there was a change in director fees. The remainderits employee population or employee compensation arrangements that would result in a significant change to its pay ratio disclosure, to identify our median employee, we reviewed our employee population on December 31, 2017 and gathered 2017 year-end taxable wages, which was our consistently applied compensation measure, for all employees employed on this date (other than our CEO) in 29 countries around the world. (Approximately 70% of his compensation reflects amounts earned in his capacity as President. Notall of the employees included in Mr. Yoon's compensationthis analysis are located in countries other than the United States). We did not apply any permitted exclusions or cost of living adjustments. We then converted their 2018 year-end taxable wages to a common currency - the United States dollar (based on an average exchange rate for 2016 is $50,979,600 realized on2018) - and rank ordered the payout of EARs on February 17, 2017 and March 15, 2017. For additional information onemployees from the EARs, see "Compensation Discussion and Analysis—Components of our Executive Compensation Program—Analysis of Long-Term Incentives (LTIP, EAR, Multi-Year RSUs and Multi-Year PSUs)—EARs."(2)Reflects the Company's reimbursement of health care premiumshighest paid by Mr. Yoon.Summary of our 2015 Incentive Plan On January 22, 2016, the Company's board of directors adopted and stockholders approved the Acushnet Holdings Corp. 2015 Incentive Plan, which we refer to as our 2015 Incentive Plan. Purpose. The purpose of the 2015 Incentive Plan is to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the valuelowest paid to determine the median. The annual total compensation of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders. Administration. Our 2015 Incentive Plan is administered by the Company's board of directors and the Company's compensation committee (each, as applicable, the "Administrator"). The Administrator has the sole and plenary authority to establish the terms and conditions of any award, consistent with the provisions of our 2015 Incentive Plan. The Administrator is authorized to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in our 2015 Incentive Plan and any instrument or agreement relating to, or any award granted under, our 2015 Incentive Plan; establish, amend, suspend, or waive any rules and regulations and appoint such agents as theAdministrator deems appropriate for the proper administration of our 2015 Incentive Plan; and to make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of our 2015 Incentive Plan. Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which our securities are listed or traded, the Administrator may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by itthis employee was then determined in accordance with the terms of our 2015 Incentive Plan. Any such allocation or delegation may be revoked by the Administrator at any time. Unless otherwise expressly provided in our 2015 Incentive Plan, all designations, determinations, interpretations, and other decisions under or with respect to our 2015 Incentive Plan or any award or any documents evidencing awards granted pursuant to our 2015 Incentive Plan are within the sole discretion of the Administrator, may be made at any time and are final, conclusive and binding upon all persons or entities, including, without limitation, us, any participant, any holder or beneficiary of any award, and any of our stockholders. Shares Subject to our 2015 Incentive Plan. Our 2015 Incentive Plan provides that the total number of shares of common stock that may be issued under our 2015 Incentive Plan is 8,190,000, 4,501,251 shares of which remained available for future grants as of December 31, 2016. The maximum number of shares for which incentive stock options may be granted under the plan is 8,190,000; the maximum number of shares for which options or stock appreciation rights may be granted to any individual participant during any single fiscal year is 1,485,000; the maximum number of shares for which performance compensation awards denominated in shares may be granted to any individual participant in respect of a single fiscal year is 1,485,000 (or if any such awards are settled in cash, the maximum amount may not exceed the fair market value of such shares on the last day of the performance period to which such award relates); the maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, will not exceed $1,000,000 in total value; and the maximum amount that may be paid to any individual participant for a single fiscal year under a performance compensation award denominated in cash is $10,000,000. Except for substitute awards (as described below), if any award expires or is canceled, forfeited, terminated, lapses, or otherwise settles without the delivery of the full number of shares subject to such award, including as a result of net settlement of the award or as a result of the award being settled in cash, the undelivered shares may be granted again under our 2015 Incentive Plan, unless the shares are surrendered after the termination of our 2015 Incentive Plan, and only if stockholder approval is not required under the then-applicableSEC rules of the exchange on which the shares of common stock are listed. Awards may, in the sole discretion of the Administrator, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by us or with which we combine (referred to as "substitute awards"), and such substitute awards will not be counted against the total number of sharessame manner that may be issued under our 2015 Incentive Plan, except that substitute awards intended to qualify as "incentive stock options" will count against the limit on incentive stock options described above. No award may be granted under our 2015 Incentive Plan after the tenth anniversary of the effective date of the plan, but awards theretofore granted may extend beyond that date. Options. The Administrator may grant non-qualified stock options and incentive stock options, under our 2015 Incentive Plan, with terms and conditionsMr. Maher's compensation was determined by the Administrator that are not inconsistent with our 2015 Incentive Plan; provided, that all stock options granted under our 2015 Incentive Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our common stock underlying such stock options on the date such stock options are granted (other than in the case of options that are substitute awards), and all stock options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the options are intended to qualify as incentive stock options, and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of theCode. The maximum term for stock options granted under our 2015 Incentive Plan will be ten years from the initial date of grant, or with respect to any stock options intended to qualify as incentive stock options, such shorter period as prescribed by Section 422 of the Code. However, if a non-qualified stock option would expire at a time when trading of shares of common stock is prohibited by our insider trading policy (or "blackout period" imposed by us), the term will automatically be extended to the 30th day following the end of such period. The purchase price for the shares as to which a stock option is exercised may be paid to us, to the extent permitted by law, (i) in cash or its equivalent at the time the stock option is exercised; (ii) in shares having a fair market value equal to the aggregate exercise price for the shares being purchased and satisfying any requirements that may be imposed by the Administrator; or (iii) by such other method as the Administrator may permit in its sole discretion, including, without limitation, (A) in other property having a fair market value on the date of exercise equal to the exercise price, (B) if there is a public market for the shares at such time, through the delivery of irrevocable instructions to a broker to sell the shares being acquired upon the exercise of the stock option and to deliver to us the amount of the proceeds of such sale equal to the aggregate exercise price for the shares being purchased or (C) through a "net exercise" procedure effected by withholding the minimum number of shares needed to pay the exercise price. Any fractional shares of common stock will be settled in cash. Stock Appreciation Rights. The Administrator may grant stock appreciation rights, with terms and conditions determined by the Administrator that are not inconsistent with our 2015 Incentive Plan. Generally, each stock appreciation right will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Administrator) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the strike price per share, times (ii) the number of shares of common stock covered by the stock appreciation right. The strike price per share of a stock appreciation right will be determined by the Administrator at the time of grant but in no event may such amount be less than the fair market value of a share of common stock on the date the stock appreciation right is granted (other than in the case of stock appreciation rights granted in substitution of previously granted awards). Restricted Shares and Restricted Stock Units. The Administrator may grant restricted shares of our common stock or restricted stock units, representing the right to receive, upon the expiration of the applicable restricted period, one share of common stock for each restricted stock unit, or, in the sole discretion of the Administrator, the cash value thereof (or any combination thereof). As to restricted shares of our common stock, subject to the other provisions of our 2015 Incentive Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted shares of common stock, including, without limitation, the right to vote such restricted shares of common stock (except, that if the lapsing of restrictions with respect to such restricted shares of common stock is contingent on satisfaction of performance conditions other than, or in addition to, the passage of time, any dividends payable on such restricted shares of common stock will be retained, and delivered without interest to the holder of such shares when the restrictions on such shares lapse). To the extent provided in the applicable award agreement, the holder of outstanding restricted stock units will be entitled to be credited with dividend equivalent payments (upon the payment by us of dividends on shares of common stock) either in cash or, at the sole discretion of the Administrator, in shares of common stock having a value equal to the amount of such dividends (and interest may, at the sole discretion of the Administrator, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Administrator), which will be payable at the same time as the underlying restricted stock units are settled following the release of restrictions on such restricted stock units. Other Stock-Based and Cash-Based Awards. The Administrator may issue unrestricted common stock, rights to receive grants of awards at a future date, awards that are not stock appreciation rights or restricted stock units or other awards denominated in shares of common stock (including, without limitation, performance shares or performance units) under our 2015 Incentive Plan, includingperformance-based awards, with terms and conditions determined by the Administrator that are not inconsistent with our 2015 Incentive Plan. Performance Compensation Awards. The Administrator may also designate any award as a "performance compensation award" intended to qualify as "performance-based compensation" under Section 162(m) of the Code. The Administrator also has the authority to make an award of a cash incentive to any participant and designate such award as a performance compensation award under our 2015 Incentive Plan. The Administrator has the sole discretion to select the length of any applicable performance periods, the types of performance compensation awards to be issued, the applicable performance criteria and performance goals, and the kinds and/or levels of performance goals that are to apply. The performance criteria that will be used to establish the performance goals may be based on the attainment of specific levels of our performance (and/or one or more affiliates, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing) and are limited to the following: (i) net earnings, net income (before or after taxes) or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flows, free cash flows, or cash flows return on capital), which may but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other 'value creation' metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage year-end cash position or book value; (xxvii) strategic objectives; (xxviii) free cash flow before debt service; (xxix) working capital efficiency or (xxx) any combination of the foregoing. Any one or more of the performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure our performance as a whole or any of our divisions or operational and/or business units, product lines, brands, business segments, administrative departments or any combination thereof as the Administrator may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies or a published or special index that the Administrator, in its sole discretion, deems appropriate, or as compared to various stock market indices. Unless otherwise determined by the Administrator at the time a performance compensation award is granted, the Administrator will, during the first 90 days of a performance period (or, within any other maximum period allowed under Section 162(m) of the Code) or at any time thereafter to the extent the exercise of such authority at such time would not cause the performance compensation awards granted to any participant for such performance period to fail to qualify as "performance-based compensation" under Section 162(m) of the Code, specify adjustments or modifications to be made to the calculation of a performance goal for such performance period, based on and to appropriately reflect the following events: (1) asset write-downs; (2) litigation or claim judgments or settlements; (3) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (4) any reorganization and restructuring programs; (5) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20(or any successor pronouncement thereto) and/or in management's discussion and analysis of financial condition and results of operations appearing in our annual report to stockholders for the applicable year; (6) acquisitions or divestitures; (7) any other specific, unusual or nonrecurring events, or objectively determinable category thereof; (8) foreign exchange gains and losses; (9) discontinued operations and nonrecurring charges; and (10) a change in our fiscal year. Following the completion of a performance period, the Administrator will review and certify in writing whether, and to what extent, the performance goals for the performance period have been achieved and, if so, calculate and certify in writing that amount of the performance compensation awards earned for the period based upon the performance formula. In determining the actual amount of an individual participant's performance compensation award for a performance period, the Administrator has the discretion to reduce or eliminate the amount of the performance compensation award consistent with Section 162(m) of the Code. Unless otherwise provided in the applicable award agreement, the Administrator does not have the discretion to (A) grant or provide payment in respect of performance compensation awards for a performance period if the performance goals for such performance period have not been attained; or (B) increase a performance compensation award above the applicable limitations set forth in the 2015 Incentive Plan. Effect of Certain Events on 2015 Incentive Plan and Awards. In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of our shares of common stock or other securities, issuance of warrants or other rights to acquire our shares of common stock or other securities, or other similar corporate transaction or event (including, without limitation, a change in control, as defined in our 2015 Incentive Plan) that affects the shares of common stock, or (b) unusual or nonrecurring events (including, without limitation, a change in control) affecting us, any affiliate, or the financial statements of us or any affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that, in either case, an adjustment is determined by the Administrator in its sole discretion to be necessary or appropriate, then the Administrator must make any such adjustments in such manner as it may deem equitable, including, without limitation, any or all of: (i) adjusting any or all of (A) the share limits applicable under our 2015 Incentive Plan with respect to the number of awards which may be granted thereunder; (B) the number of our shares of common stock or other securities which may be issued in respect of awards or with respect to which awards may be granted under our 2015 Incentive Plan and (C) the terms of any outstanding award, including, without limitation, (1) the number of shares of common stock or other securities subject to outstanding awards or to which outstanding awards relate (with any increase requiring the approval of our board of directors), (2) the exercise price or strike price with respect to any award or (3) any applicable performance measures; (ii) providing for a substitution or assumption of awards, accelerating the exercisability of, lapse of restrictions on, or termination of, awards or providing for a period of time for participants to exercise outstanding awards prior to the occurrence of such event; and (iii) cancelling any one or more outstanding awards and causing to be paid to the holders holding vested awards (including any awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the Administrator (which if applicable may be based upon the price per share of common stock received or to be received by other stockholders in such event), including, without limitation, in the case of options and stock appreciation rights, a cash payment equal to the excess, if any, of the fair market value of the shares of common stock subject to the option or stock appreciation right over the aggregate exercise price or strike price thereof. For the avoidance of doubt, the Administrator may cancel any stock option or stock appreciation right for no consideration if the fair market value of the shares subject to such option or stock appreciation right is less than or equal to the aggregate exercise price or strike price of such stock option or stock appreciation right. Nontransferability of Awards. An award will not be transferable or assignable by a participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us or any affiliate. However, the Administrator may, in its sole discretion, permit awards (other than incentive stock options) to be transferred, including transfers to a participant's family members, any trust established solely for the benefit of a participant or such participant's family members, any partnership or limited liability company of which a participant or such participant and such participant's family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as "charitable contributions" for tax purposes. Amendment and Termination. Our board of directors may amend, alter, suspend, discontinue, or terminate our 2015 Incentive Plan or any portion thereof at any time;provided, that no such amendment, alteration, suspension, discontinuation or termination may be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to our 2015 Incentive Plan or for changes in GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under our 2015 Incentive Plan (except for adjustments in connection with certain corporate events); or (iii) it would materially modify the requirements for participation in our 2015 Incentive Plan;provided,further, that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award will not, to that extent, be effective without such individual's consent. The Administrator may also, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively, subject to the consent of the affected participant if any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination would materially and adversely affect the rights of any participant with respect to such award;provided, that without stockholder approval, except as otherwise permitted in our 2015 Incentive Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any stock appreciation right; (ii) the Administrator may not cancel any outstanding option or stock appreciation right and replace it with a new option or stock appreciation right (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the intrinsic value (if any) of the cancelled option or stock appreciation right; and (iii) the Administrator may not take any other action which is considered a "repricing" for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted. DividendsSummary Compensation Table and Dividend Equivalents. The Administrator, in its sole discretion, may provide part of an award with dividends or dividend equivalents, on such terms and conditions as may be determined by the Administrator in its sole discretion;provided, that no dividends or dividend equivalents will be payable in respect of outstanding (i) options or stock appreciation rights or (ii) unearned performance compensation awards or other unearned awards subject to performance conditions (other than or in additioncompared to the passage of time) (although dividends or dividend equivalents may be accumulated in respect of unearned awards and paid within 15 days after such awards are earned and become payable or distributable). Clawback/Forfeiture. An award agreement may provide that the Administrator may, in its sole discretion, cancel such award if the participant, while employed by or providing services to us or any affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise has engaged in or engages in other detrimental activity that is in conflict with or adverse to our interests or the interests of any affiliate, including fraud or conduct contributing to any financial restatements or irregularities,total annual compensation for Mr. Maher as determined by the Administrator in its sole discretion. The Administrator may also provide in an award agreement that if the participant otherwise has engaged in or engages in any activity referred toreported in the preceding sentence, such participant will forfeit any gain realizedSummary Compensation Table above.vesting or exercisemethodology 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 such award,methodologies, to apply certain exclusions, and must repayto make reasonable estimates and assumptions that reflect their compensation practices, the gainpay ratio reported by other companies may not be comparable to the Company. Without limiting the foregoing, all awards will be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.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.17, 201710, 2019 by:••2016;••17, 201710, 2019 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. Number Percentage 39,345,151 52.8 % 9,165,542 12.3 % 547,468 * 76,226 * 20,979 * 25,664 * 31,226 * 39,345,151 52.8 % 5,800 * 10,000 * 2,500 * 3,000 * 5,000 * — * 5,000 * 40,210,510 54.0 % *Less than one percent.Name of beneficial owner Number Percentage Stockholders: 39,345,151 52.0 % 4,931,687 6.5 % 4,125,371 5.5 % 4,116,683 5.4 % Named Executive Officers and Directors: 146,954 * 120,793 * 68,646 * 37,932 * 96,607 * 39,363,102 52.1 % 747,284 * 18,622 * 23,822 * 15,822 * 17,822 * 17,822 * 39,345,806 52.0 % 40,726,010 53.9 % * Less than one percent. (1)(1) Represents shares of our common stock owned by Magnus, a wholly owned subsidiary of Fila Korea, based on a Schedule 13G filed on February 6, 2017. In connection with the term loan agreement entered into in September 2017, Magnus granted a security interest in all of our common stock owned by Magnus to certain Korean financial institutions. The shares of our common stock owned by Magnus are Magnus' only assets. based on a Schedule 13G filed February 6, 2017. In connection with the term loan agreement entered into in October 2016 in connection with the purchase of 14,818,720 shares of our common stock, Magnus granted a security interest in all of our common stock owned by Magnus to certain Korean financial institutions, except for 5% of our outstanding common stock owned by Magnus that is subject to a negative pledge under Fila Korea's existing credit facility. The shares of our common stock owned by Magnus are Magnus' only assets.Geneand Kevin Yoon, is the ChairmanPresident and Chief Executive OfficerCEO of Fila Korea, and may be deemed to be the beneficial ownerowners and have voting and dispositive power with respect to the shares of our common stock held by Fila Korea. The address of Fila Korea, Gene Yoon and Mr.Kevin Yoon is 6 Myeongdal Ro, Seocho Gu Seoul, Korea.(2)Represents shares of our common stock owned by Odin 3, LLC and Odin 4, LLC as reported in a Schedule 13G filed February 14, 2017. The Mirae Funds are each wholly owned by Mirae Asset Partners Private Equity Fund VII whose general partners are Mirae Asset Global Investments Co. Ltd. and Mirae Asset Securities Co. Ltd. Voting and investment decisions over the shares of our common stock held by the Mirae Funds are made by an investment committee of Mirae Asset Global Investments Co. Ltd. Each of the members of the committee may be deemed to share voting and investment power with respect to the shares owned by the Mirae Funds. The address for the Mirae entities is 13F Tower1. 33 Jongno, Jongno-gu, Seoul, Korea 03159. The shares listed in the table do not include 2,195,469 shares held by WB Atlas LLC. WB Atlas LLC is an investment vehicle of Woori-Blackstone Korea Opportunity Private Equity Fund 1. Voting and investment decisions over the shares of common stock by WB Atlas LLC are made by the investment committees of Woori-Blackstone Korea Opportunity Private Equity Fund 1, which is jointly managed by Woori Private Equity Co., Ltd. and Blackstone Korea Advisors Limited as general partners. By reason of certain provisions included in the Shareholders' Agreement dated as of October 26, 2016, Odin 3, LLC, Odin 4, LLC, Mirae Asset Partners Private Equity Fund VII, WB Atlas LLC and Woori-Blackstone Korea Opportunity Private Equity Fund I may be deemed to be members of a group within the meaning of Rule 13d-5(b) promulgated under the Securities Exchange Act of 1934, as amended, with regard to their common stock. Each of the parties referenced in this footnote disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.(2) Based on a Schedule 13G filed on February 12, 2019, Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisor Holdings LLP each has sole voting power over 0 shares, shared voting power of 2,075,165 shares, sole dispositive power over 0 shares and shared dispositive power over 4,931,687 shares. Wellington Management Company LLP has sole voting power over 0 shares, shared voting power over 1,979,162 shares, sole dispositive power over 0 shares and shared dispositive power over 4,642,105 shares. The principal business address of each of the foregoing persons is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210. (3) Based on a Schedule 13G filed on February 14, 2019, Shapiro Capital Management LLC has the sole voting power over 3,756,103 shares, shared voting power over 369,268 shares, sole dispositive power over 4,125,371 shares and shared dispositive power over 0 shares. The principal business address of Shapiro Management LLC is 3060 Peachtree Road, Suite 1555 N.W., Atlanta, Georgia 30305. (4) Based on a Schedule 13G filed on January 16, 2019, JPMorgan Chase and Co has sole voting power over 3,813,008 shares, shared voting power over 0 shares, sole dispositive power over 4,116,683 shares and shared dispositive power over 0 shares. The principal business address of JPMorgan Chase & Co is 270 Park Avenue, New York, NY 10017. (5) 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 10, 2019. (6) Messrs. Burke and Doherty retired as executive officers of the Company as of January 1, 2019. These amounts reflect securities owned by Messrs. Burke and Doherty as of January 1, 2019. (7) Includes 39,345,151 shares of our common stock owned by Magnus, which Gene Yoon and Kevin Yoon may be deemed to beneficially own, as described in footnote 1 above. (8) Ms. Estabrook disclaims beneficial ownership of any shares of our common stock owned by Fila Korea. The address of Ms. Estabrook is c/o Fila North America, 1411 Broadway, New York, New York 10018. (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 17, 2017.(4)Ms. Estabrook disclaims beneficial ownership of any shares of our common stock owned by Fila Korea. The address of Ms. Estabrook is c/o Fila North America, 1411 Broadway, New York, New York 10018. On July 29, 2016, we paid dividends in the amount of (i) $10.5 million on our previously outstanding Series A 7.5% redeemable convertible preferred stock ("Convertible Preferred Stock") held by the Mirae Funds and (ii) $2.5 million on previously outstanding Convertible Preferred Stock held by an entity affiliated with Woori-Blackstone Korea Opportunity Private Equity Fund 1. In connection with transactions undertaken in connection with our initial public offering, (i) the Mirae Funds received 12,492,243 shares of our common stock and approximately $2.6 million of accrued and unpaid dividends upon conversion of 1,388,027 shares of previously outstanding Convertible Preferred Stock held by such entities and (ii) an entity affiliated with Woori-Blackstone Korea Opportunity Private Equity Fund 1 received 2,970,000 shares of our common stock and approximately $0.6 million of accrued and unpaid dividends upon conversion of 330,000 shares of previously outstanding Convertible Preferred Stock held by such entity. Each of the Mirae Funds and Woori-Blackstone Korea Opportunity Private Equity Fund 1 were related persons at the time of the transactions described above due to their beneficial ownership of more than 5% of our outstanding shares of our common stock at such time. On July 29, 2016, we paid interest in the amount of (i) $20.7 million on our previously outstanding 7.5% convertible notes due 2021 ("Convertible Notes") held by the Mirae Funds and (ii) $5.0 million on Convertible Notes held by an entity affiliated with Woori-Blackstone Korea Opportunity Private Equity Fund 1. In connection with transactions undertaken in connection with our initial public offering, (i) the Mirae Funds received 24,704,820 shares of our common stock and approximately $5.2 million of accrued and unpaid interest upon conversion of $274.5 million of Convertible Notes held by such entities and (ii) an entity affiliated with Woori-Blackstone Korea Opportunity Private Equity Fund 1 received 5,940,000 shares of our common stock and approximately $1.2 million of accrued and unpaid interest upon conversion of $66.0 million of Convertible Notes held by such entity. Each of the Mirae Funds and Woori-Blackstone Korea Opportunity Private Equity Fund 1 were related persons at the time of the transactions described above due to their beneficial ownership of more than 5% of our outstanding shares of our common stock at such time. 7.5% Bonds due 2021 with Common Stock Warrants In July 2016, Fila Korea exercised its call option on warrants to purchase 3,105,279 shares of common stock. Such warrants converted into common stock at the conversion price of $11.11 per share, or $34.5 million in the aggregate. We used the proceeds received from this warrant exercise to redeem the remaining portion of our previously outstanding 7.5% bonds due 2021, resulting in payments of (i) $26.1 million to the Mirae Funds and (ii) $6.2 million to an entity affiliated with Woori-Blackstone Korea Opportunity Private Equity Fund 1. Each of Fila Korea, the Mirae Funds and Woori-Blackstone Korea Opportunity Private Equity Fund 1 were related persons at the time of the transactions described above due to their beneficial ownership of more than 5% of our outstanding shares of our common stock at such time.the Mirae Funds, WB Atlas LLC and Neoplux No. 1 Private Equity "demand"rights and that will require us to file a shelf registration statement on Form S-3 covering all shares subject to such registration rights agreement.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 or to contribute to payments the registration rights holders may be required to make in respect of those liabilities. Subsidiaries of Fila Korea granted a second lien pledge over shares in certain of Fila Korea's subsidiaries and entered into second lien account pledge agreements, in each case, in favor of Korea Development Bank, as security agent, to secure obligations of Acushnet Company under our former senior revolving credit agreement with Korea Development Bank and our secured floating rate notes. These security interests were released in connection with the initial funding under our credit agreement entered into in April 2016.European PGA Tour. Peter Uihlein received aggregate payments of $233,000$512,500 pursuant to this endorsement arrangement in 2016. who is the son-in-law of Gene Yoon, the chairman of our boardBoard of directors, is theDirectors, and brother-in-law of Kevin Yoon, a member of our Board of Directors, received compensation payments in his capacity as President of our Korean operations and wholly-owned subsidiary, Acushnet Korea Co., Ltd. Mr. Lee received compensation, in an aggregate amount of $430,860$554,703 for 2016fiscal 2018 (using an exchange rate of 0.000860.00091 KRW / 1 USD, which was the average currency exchange rate for 20162018 as provided by foreign exchange company Oanda). and administrative 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 and administrative officer will then promptly communicate that information to our Board of Directors. NoThe policy requires any related person transaction willto be executed without the approvalapproved or ratification ofratified by our Board of Directors or a duly authorized committee of our Board of Directors. It is ourThe policy thatalso requires directors interested in a related person transaction willto recuse themselves from any vote on a related person transaction in which they have an interest.due fiscal 2016in 2018 all Section 16(a) filing requirements applicable to our directors, and executive officers and 10% owners during 20162018 were satisfied on a timely basis.20162018 Annual Report on Form 10-K for the year ended December 31, 20162018 and our proxy statement, each as filed with the SEC, is available, without charge, by mailing a request to the following address:
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 11, 2017. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/GOLF2017 ACUSHNET HOLDINGS CORP. ATTN: INVESTOR RELATIONS 333 BRIDGE ST. FAIRHAVEN, MA 02719 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 11, 2017. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, so that it is received by June 11, 2017. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E22468-P89456 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ACUSHNET HOLDINGS CORP. For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR each of the nominees listed in Proposal 1, FOR Proposals 2 and 3, and ONE YEAR for Proposal 4. 1. Election of Class I Directors for a three (3) year term Nominees: 01) 02) 03) Yoon Soo (Gene) Yoon David Valcourt Norman Wesley For Against Abstain 2. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2017. To approve, in a non-binding advisory vote, the compensation paid to our named executive officers. 3. 1 Year 2 Years 3 Years Abstain 4. To recommend, in a non-binding advisory vote, whether a non-binding shareholder vote to approve the compensation of our named executive officers should occur every 1, 2 or 3 years. For address changes/comments, mark here. (see reverse for instructions) Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] Date V.1.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 12, 2017: The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com E22469-P89456 Annual Meeting of Shareholders June 12, 2017 9:00 AM This proxy is solicited by the Board of Directors The undersigned hereby appoints William C. Burke and Roland A. Giroux, or any of them, as proxies, with the full power of substitution to vote all the shares of common stock which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of Acushnet Holdings Corp., to be held on June 12, 2017 at 9:00 AM eastern time, at www.virtualshareholdermeeting.com/GOLF2017 or at any adjournment or postponement thereof, upon any and all matters which may properly be brought before the meeting or adjournments or postponements thereof, hereby revoking all former proxies. The shares represented by this proxy will be voted as specified, but if no specification is made, the shares will be voted "FOR" each director nominee listed herein, "FOR" Proposals 2 and 3, and "ONE YEAR" for Proposal 4. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side V.1. Address Changes/Comments: