Mark Leposky
About Mark F. Leposky
Independent director since April 18, 2024; age 60 as of April 1, 2025. Executive background spans 30+ years across operations, engineering, supply chain, product and commercial roles; currently EVP & Chief Supply Chain Officer at Topgolf Callaway Brands (since 2012). Education: B.S. in Industrial Technology (Southern Illinois University) and MBA (Keller Graduate School of Management). The Board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Topgolf Callaway Brands | EVP & Chief Supply Chain Officer | 2012–present | Leads supply chain, engineering, and operations |
| Topgolf Callaway Brands | EVP, Global Operations, Accessories & Licensing | 2018–2022 | Senior leadership of ops/accessories/licensing |
| Topgolf Callaway Brands | SVP, Global Operations, Accessories & Licensing | 2012–2018 | Global operations leadership |
| Gathering Storm dba Tmax Gear | Co-Founder, President & CEO | 2005–2011 | Founder/operator |
| Fisher Scientific International | Chief Supply Chain Officer | 2004–2005 | Supply chain leadership |
| TaylorMade Adidas Golf | Chief Operations Officer | 2002–2004 | Operations leadership |
| The Coca-Cola Company | Executive roles (unspecified) | n/a | Corporate operations exposure |
| United Parcel Service | Executive roles (unspecified) | n/a | Logistics/operations exposure |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Topgolf Callaway Brands | EVP & Chief Supply Chain Officer | 2012 | Current full-time executive position |
Board Governance
- Committees
- Nominating & Governance: Chair
- Compensation: Member
- Audit: Member (Audit Chair and financial expert is Lisa Walters‑Hoffert)
- Independence: Board determined Leposky is independent under Nasdaq and SEC rules .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Lead Independent Director: Not designated because the Chairman (Robinette) is independent; to be appointed only if required by guidelines .
Fixed Compensation
| Component | FY2023 (Actual) | FY2024 (Actual) | FY2025 (Structure) |
|---|---|---|---|
| Base retainer (cash) | – | $15,312 | $50,000 |
| Chair fee (cash) | – | – | $5,000 (Nominating & Governance Chair) |
| Committee member fees (cash) | – | – | $6,250 total (Audit member $3,750; Compensation member $2,500) |
| Meeting fees | – | – | Not disclosed |
| Total cash (indicative FY2025) | – | – | $61,250 |
FY2024 non‑executive director compensation for Leposky totaled $95,312 (cash $15,312; stock awards $80,000 fair value) .
Performance Compensation
| Grant Date | Shares (RSUs) | Vesting | Fair Value ($) | Plan |
|---|---|---|---|---|
| April 2024 | 17,057 | Fully vest on April 18, 2025 | $80,000 (fair value determined using 10‑day VWAP prior to grant) | 2014 or 2021 Equity Plan |
- Equity is time‑based RSUs; no performance metrics (e.g., TSR, EBITDA) disclosed for director awards .
Other Directorships & Interlocks
| Company | Role | Public Company Board? | Notes |
|---|---|---|---|
| Topgolf Callaway Brands | EVP & Chief Supply Chain Officer | Not disclosed as a director | Executive role only in proxy biography |
No arrangements or understandings with any person for director selection; no family relationships disclosed among directors/officers .
Expertise & Qualifications
- Deep executive experience across supply chain, engineering, and operations in consumer products and services; veteran of UPS logistics and Coca‑Cola operations .
- Board views his background as qualifying him to serve; 16‑year infantry veteran of US Army/National Guard .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mark F. Leposky | 17,057 | * (<1%) | Includes 17,057 shares issuable upon vesting of RSUs within 60 days (as of April 8, 2025) |
| Shares outstanding reference | 16,767,470 | n/a | Shares outstanding as of April 8, 2025 |
- Vested vs. unvested: As of April 8, 2025, beneficial ownership reflects unvested RSUs vesting within 60 days; no vested options reported for Leposky as of June 30, 2024 .
- Hedging/pledging: Not disclosed in the proxy sections retrieved.
Governance Assessment
- Independence and committee leadership: Independent director, chairs Nominating & Governance, and serves on Compensation and Audit—supportive of board oversight across governance, pay, and financial reporting .
- Compensation mix: Cash retainer structure modest ($50k base; $5k chair; member fees totaling $6,250) with annual time‑based RSUs (17,057 shares, vest one year post‑grant), emphasizing alignment via equity but without disclosed performance hurdles for directors .
- Ownership alignment: Beneficial ownership is less than 1% of outstanding shares; RSU vesting within 60 days contributed to reported beneficial holdings as of April 8, 2025 .
- Process and risk oversight: Board and committees maintain defined risk oversight responsibilities; independent directors hold executive sessions; Audit Committee includes a designated financial expert (Walters‑Hoffert) with Leposky as a member .
- Selection and related parties: No arrangements or understandings for director selection; no family relationships disclosed; Board reports standard indemnification agreements for directors and officers .
RED FLAGS
- None specific to Leposky disclosed in the retrieved proxy materials (e.g., related‑party transactions, hedging/pledging, low attendance). Attendance rates were not disclosed in the sections reviewed .