Ho Yeon (Aaron) Lee
Acushnet HoldingsAbout Ho Yeon (Aaron) Lee
Ho Yeon (Aaron) Lee, age 42, has served as a director of Acushnet Holdings Corp. since 2022. He is Chief Financial Officer of Misto (publicly listed on the Korea Exchange) since September 2021 and Head of Misto’s Corporate Strategy Office since January 2018; he is also President of Magnus Holdings Corp. (Acushnet’s controlling stockholder) since March 2021 and a director of Misto Luxembourg S.à r.l. (both are Misto subsidiaries). Prior to joining Misto in 2016, he worked at Samsungbioepis Co., Ltd. in roles supporting development and commercialization of biopharmaceutical products. The Board cites his financial expertise and operational experience in consumer and sporting goods as the basis for his nomination.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Misto | Chief Financial Officer | Sep 2021–present | Senior finance leadership at the controlling stockholder of Acushnet |
| Misto | Head, Corporate Strategy Office | Jan 2018–present | Corporate strategy leadership at controlling stockholder |
| Samsungbioepis Co., Ltd. | Various roles (development/commercialization) | Pre-2016 | Biopharma product development/commercialization experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Magnus Holdings Corp. | President | Mar 2021–present | Magnus holds ~50.8% of Acushnet; Lee’s role creates a controller interlock |
| Misto Luxembourg S.à r.l. | Director | Since 2019 | Subsidiary of Misto |
| Misto (Korea Exchange-listed) | Chief Financial Officer | Sep 2021–present | Public company executive role; Misto is Acushnet’s controller via Magnus |
Board Governance
- Committee assignments: Member, Compensation Committee; committee chaired by Steven Tishman; members are Tishman (Chair), Lee, and Jan Singer. The Board states all Compensation Committee members meet NYSE and SEC independence requirements, notwithstanding “controlled company” exemptions.
- Independence: Board determined all directors except the CEO are independent; specifically, Lee meets additional independence requirements applicable to Compensation Committee members under NYSE rules.
- Attendance and engagement: In 2024, the Board met 5x; Compensation Committee met 5x; each director attended at least 75% of aggregate Board and committee meetings, and all directors in office attended the 2024 Annual Meeting.
- Executive sessions and risk oversight: Non‑management directors meet regularly in executive session; if any non‑independent are present, independent directors meet privately at least annually. The Board and committees actively oversee risk, with Compensation Committee oversight of compensation policies and human capital among others.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 41,188 | 97,791 | 100,455 |
| Stock Awards ($) | 107,509 (fully vested stock) | 134,965 (fully vested stock) | 140,000 (fully vested stock) |
| Total ($) | 148,697 | 232,756 | 240,455 |
2024 Director Compensation Program (structure)
- Board retainers (Member): Cash $90,000; Equity $140,000 (immediately vesting common stock).
- Committee retainers (Member): Compensation Committee $10,000; Audit $12,500; Nominating & Corporate Governance $10,000.
- Notable 2024 changes: Equity retainer increased by $5,000; Chair cash retainers for Audit (+$5,000) and Compensation (+$2,500) increased to align with market.
Other perquisites
- Product access policy: Non‑employee directors may receive up to $5,000 of company products annually; additional purchases at a discount. Personal use in 2024 did not exceed $10,000 for any director.
Performance Compensation
- Equity form: Annual director equity grants are immediately vesting common stock (not performance‑conditioned; no options).
- Deferral plan: Some directors have RSUs from prior deferrals under the Independent Directors Deferral Plan; Lee is not listed with outstanding deferred RSUs as of 12/31/2024.
- Performance metrics: None disclosed for director compensation; no TSR/EBITDA/ESG metrics tied to director pay. Equity is time‑based (immediately vested) by design.
Other Directorships & Interlocks
| Entity | Public/Private | Role | Interlock/Conflict Consideration |
|---|---|---|---|
| Misto (Korea Exchange‑listed) | Public | CFO | Executive at Acushnet’s controlling stockholder; independence determined but structural conflict risk exists |
| Magnus Holdings Corp. | Private (subsidiary of Misto) | President | Magnus owns ~30,477,059 Acushnet shares (50.8%); Lee may be deemed a beneficial owner with voting/dispositive power |
| Misto Luxembourg S.à r.l. | Private | Director | Related entity in Misto group |
Expertise & Qualifications
- Skills matrix indicates Lee brings: Finance, M&A, Strategic Planning, Operations, Consumer Products/Footwear/Apparel, ESG/Sustainability, Brand Building/Marketing, and International Business exposure.
Equity Ownership
| Beneficial Owner | Shares (#) | % Outstanding | Notes |
|---|---|---|---|
| Ho Yeon (Aaron) Lee | 30,484,390 | 50.8% | Includes 30,477,059 shares owned by Magnus; Lee (with Y.S. Yoon and K.C. Yoon) may be deemed beneficial owner with voting/dispositive power over Magnus shares. Does not reflect shares issuable upon settlement of RSUs/PSUs except those vesting within 60 days of 4/7/2025. |
Stock ownership and trading policies
- Director ownership guideline: Non‑employee directors must hold stock equal to 5x the annual cash retainer.
- Hedging/pledging: Directors are prohibited from hedging and derivative speculation; pledging requires pre‑clearance from the EVP & Chief Legal Officer.
Related‑Party Exposure and Controlled Company Status
- Controlled company: Acushnet is a “controlled company” under NYSE rules because Magnus (a Misto subsidiary) owns more than 50% of outstanding common stock; the Board nonetheless maintains majority independent directors and fully independent Compensation and Nominating & Governance Committees.
- Share repurchases with Magnus: Under share repurchase agreements, Acushnet repurchased 587,520 shares from Magnus for $37.5 million on July 10, 2024 on a share‑for‑share basis concurrent with open‑market repurchases.
- Registration rights: Magnus holds demand and piggyback registration rights with customary expense reimbursement and indemnification.
Governance Assessment
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Positives
- Committee role and independence: Member of an all‑independent Compensation Committee; Board affirms he meets enhanced NYSE independence for compensation committee members; attendance met threshold (≥75%) and Annual Meeting attendance achieved.
- Relevant skills: Financial, strategic, and consumer/sporting goods experience aligned with company profile.
- Ownership alignment constructs: Robust director ownership guideline (5x cash retainer) and strict securities trading policy (anti‑hedging; pledging pre‑clearance). Clawback policy updated to comply with Rule 10D‑1.
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Risk indicators and potential RED FLAGS
- Controller interlock: Lee is CFO of Misto and President of Magnus, the controlling stockholder with 50.8% ownership; he may be deemed beneficial owner of controller’s stake—this creates a structural conflict risk in matters impacting the controller (capital allocation, related‑party transactions, secondary sales).
- Related‑party transactions: Ongoing share repurchase agreements with Magnus and registration rights elevate conflict‑of‑interest scrutiny; transaction terms appear disclosed and programmatic, but monitoring is warranted.
- Controlled company exemptions: While the Board voluntarily exceeds NYSE minimums, controlled status inherently concentrates voting power in Magnus.
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Compensation structure observations
- Director pay mix skews appropriately toward equity (immediately vested shares), with modest year‑over‑year adjustments in line with market benchmarks (equity retainer +$5,000 in 2024). No options, performance metrics, or extraordinary awards noted.
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Attendance and engagement
- Meets governance norms (≥75% meeting attendance; Annual Meeting participation).
Bottom line: Lee’s finance/strategy background and Compensation Committee service support board effectiveness, but his simultaneous executive roles at the controlling stockholder and its holding subsidiary pose a continuing conflict‑of‑interest overhang. Governance mitigants (independent committees, policies, disclosures) are in place, yet investor confidence will hinge on consistent transparency and fair‑dealing in any controller‑related actions.