Topgolf Callaway Brands (MODG) S-8 POS Registration of securities for employees (post-effective amendment)

Exhibit 24.1

Each of the non-employee directors who are signatories to the Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 have executed a limited power of attorney in the form set forth below:

FORM OF LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Brian P. Lynch and Bradley J. Holiday, each of whom are executive officers of the Company, as my true and lawful attorneys-in-fact, each with power of substitution, with full power to act without the other and on behalf of and as attorney for the undersigned, for the purpose of executing and filing with the Securities and Exchange Commission the post-effective amendments to the Registration Statements filed under the Securities Act of 1933 that are listed onExhibit A attached hereto, which will have the sole effect of deregistering shares of Company capital stock registered under such Registration Statements, and to do all such other acts and execute all such other instruments which said attorney may deem necessary or desirable in connection therewith.

The undersigned have each executed this Limited Power of Attorney effective as of August 5, 2014.

Signature	Title
Samuel H. Armacost	Director
Ronald S. Beard	Director
John C. Cushman, III	Director
John F. Lundgren	Director
Adebayo O. Ogunlesi	Director
Richard L. Rosenfield	Director
Anthony S. Thornley	Director

EXHIBIT A

Registration Statements

1. 33-85692

2. 33-56756

3. 333-61889

4. 333-95601

5. 333-52020

6. 333-84716