Jan Singer
Acushnet HoldingsAbout Jan Singer
Jan Singer (age 61) has served as an independent director of Acushnet Holdings Corp. (GOLF) since 2021, bringing CEO experience across consumer brands and apparel . She was CEO of J.Crew Group (Feb–Dec 2020) and previously CEO of Victoria’s Secret Lingerie (2016–2019) and Spanx (2014–2016), with prior senior roles at Nike, Reebok, Prada, Calvin Klein and Chanel . In 2025, she chairs Acushnet’s Nominating & Corporate Governance Committee and serves on the Compensation Committee, meeting NYSE independence requirements . In 2024, each director (including Singer) attended at least 75% of board/committee meetings and attended the annual meeting .
Past Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| J.Crew Group, Inc. | Chief Executive Officer | Feb 2020–Dec 2020 | Led prepackaged Chapter 11 restructuring; company filed May 2020 and emerged Sept 2020 . |
| Victoria’s Secret Lingerie | Chief Executive Officer | 2016–2019 | Led brand operations in lingerie segment . |
| Spanx, Inc. | Chief Executive Officer | 2014–2016 | Led brand and operations . |
| Nike, Reebok, Prada, Calvin Klein, Chanel | Senior roles (various) | Not disclosed | Consumer/brand leadership experience across global apparel . |
External Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| Brown‑Forman Corporation | Director | Current (dates not disclosed) | Compensation Committee member . |
| Kate Spade & Company | Director | Prior (dates not disclosed) | Not disclosed . |
| Supernova Partners Acquisition Co. III Ltd. | Director | Prior (dates not disclosed) | Not disclosed . |
Board Governance
- Committee leadership: Chair, Nominating & Corporate Governance Committee (2025); Member, Compensation Committee .
- Controlled company context: Acushnet is a “controlled company” under NYSE rules due to Magnus’ ownership >50%, yet the Board maintains a majority of independent directors and entirely independent Compensation and Nominating & Corporate Governance Committees .
- Independence: Board determined all directors except the CEO are independent; Singer meets additional NYSE independence requirements for compensation committee service .
- Meetings and attendance: 2024—Board met 5 times; Audit 7; Compensation 5; Nominating & Corporate Governance 4; each director attended ≥75% and attended the annual meeting .
- Executive sessions: Non‑management directors meet regularly in executive session; independent directors meet privately at least annually if any non‑independent directors are present .
- Risk oversight: Committees oversee key risks (Audit: financial controls, cyber; Compensation: pay policies, human capital; Nominating/Governance: governance, succession, conflicts, ESG, stockholder concerns) .
Committee Assignments Snapshot
| Committee | 2023 | 2024 | 2025 |
|---|---|---|---|
| Nominating & Corporate Governance | Member | Member; Kevin Yoon (Chair) | Chair (Singer), members Hewett, Kevin Yoon |
| Compensation | Member; committee included Tishman (Chair), Singer, Hewett, Lee | Member; Tishman (Chair), Lee, Singer | Member; Tishman (Chair), Lee, Singer |
Fixed Compensation
- Product access: Independent Directors Company Products Access Policy—up to $5,000 of company products annually; additional purchases at discount .
- 2024 director compensation structure: Cash retainer—Chair $175,000, Member $90,000; Equity retainer (immediately vesting common stock)—Chair $170,000, Member $140,000; Committee cash retainers—Audit Chair $30,000/Member $12,500; Compensation Chair $22,500/Member $10,000; Nominating & Corporate Governance Chair $20,000/Member $10,000 .
- 2023 structure (for trend): Cash retainer—Chair $175,000, Member $90,000; Equity retainer—Chair $165,000, Member $135,000; Committee cash retainers—Audit Chair $25,000/Member $12,500; Compensation Chair $20,000/Member $10,000; Nominating & Corporate Governance Chair $20,000/Member $10,000; increases adopted April 2023 to align with peers .
- April 2024 adjustments: Equity retainer +$5,000 for Board members; cash retainer increases for Audit Chair (+$5,000) and Compensation Chair (+$2,500) .
Director Compensation Program (Trend)
| Component | 2023 Program ($) | 2024 Program ($) |
|---|---|---|
| Board Cash Retainer – Chair | 175,000 | 175,000 |
| Board Cash Retainer – Member | 90,000 | 90,000 |
| Equity Retainer – Chair (immediately vesting common stock) | 165,000 | 170,000 |
| Equity Retainer – Member (immediately vesting common stock) | 135,000 | 140,000 |
| Audit Committee – Chair / Member | 25,000 / 12,500 | 30,000 / 12,500 |
| Compensation Committee – Chair / Member | 20,000 / 10,000 | 22,500 / 10,000 |
| Nominating & Corp. Gov. – Chair / Member | 20,000 / 10,000 | 20,000 / 10,000 |
Jan Singer – Reported Director Pay
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 98,750 | 105,644 | 110,000 |
| Stock Awards ($) | 124,962 | 134,965 | 140,000 |
| Total ($) | 223,712 | 240,609 | 250,000 |
| Outstanding RSUs Deferred (as of year‑end) | 4,219 (12/31/2022) | 7,194 (12/31/2023) | 9,426 (12/31/2024) |
Performance Compensation
- Directors receive immediately‑vesting common stock as annual equity retainers; no performance‑based equity, options, or bonus metrics apply to director compensation .
- The 2025 proxy’s equity plan data show zero outstanding stock options company‑wide (reinforcing non‑use of options), while RSUs/PSUs apply to executives, not director retainers .
| Performance Metric Element (Directors) | Status |
|---|---|
| PSUs tied to financial metrics (e.g., EBITDA, ROIC) | Not used for director retainers |
| Stock options (strike/expiration/vesting) | None outstanding per plan table |
| Discretionary cash bonus (directors) | Not disclosed; director pay structured via retainer/equity |
Other Directorships & Interlocks
| Company | Relationship to Acushnet | Notes |
|---|---|---|
| Brown‑Forman | No related party transactions disclosed | Singer serves as director and compensation committee member; no Acushnet‑Brown‑Forman dealings disclosed in proxy . |
| J.Crew; Kate Spade & Co.; Supernova Partners Acquisition Co. III Ltd. | Prior boards | No Acushnet related‑party transactions tied to Singer disclosed . |
Expertise & Qualifications
- Skill matrix indicates Singer brings brand building/marketing, consumer products/apparel, CEO experience, ESG/sustainability, finance, global supply chain, international business, M&A, operations, public company governance, and strategic planning expertise .
| Skill Category | Singer |
|---|---|
| Brand Building/Marketing | Yes |
| Consumer Products/Apparel | Yes |
| Current/Former CEO/Executive | Yes |
| ESG/Sustainability | Yes |
| Finance | Yes |
| Global Supply Chain | Yes |
| International Business | Yes |
| M&A | Yes |
| Operations | Yes |
| Public Company Board/Governance | Yes |
| Strategic Planning | Yes |
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership – Jan Singer (shares) | 9,462 (less than 1%) |
| Shares outstanding (Record Date) | 60,013,024 |
| Ownership as % of shares outstanding | ~0.0158% (9,462 ÷ 60,013,024) |
| Deferred RSUs outstanding (as of 12/31/2024) | 9,426 |
| Ownership guidelines (Non‑employee directors) | 5× annual cash retainer |
| Share retention policy | Retain ≥50% of net shares until guideline met |
| Hedging/Pledging policy | Prohibits hedging, short‑selling, options; pledging requires pre‑clearance from CLO |
Note: Percentage ownership is calculated from cited beneficial shares and shares outstanding; proxy does not state director‑specific compliance status with ownership guidelines .
Board Governance Signals
- Shareholder support: 2024 election—Singer received 58,151,818 votes for, 917,051 withheld, with 1,803,593 broker non‑votes, indicating strong support among votes cast .
- Say‑on‑Pay signal: In 2024, over 99% of shares voted supported executive compensation; Compensation Committee (which includes Singer) viewed program as aligned with strategy and performance .
- Compensation Committee practices: Engages Pearl Meyer as independent compensation consultant; annually reviews peer benchmarking and director compensation program .
Governance Assessment
-
Positives:
- Independent director meeting enhanced NYSE independence standards; chairs Nominating & Corporate Governance in 2025—strong governance influence .
- High shareholder support in 2024 director election; strong say‑on‑pay approval (>99%) indicates investor confidence in pay oversight .
- Clear stock ownership and share‑retention policies; hedging prohibited and pledging restricted, supporting alignment and risk control .
- Committees actively oversee key risks (financial controls, human capital, governance/conflicts/ESG) and hold regular executive sessions .
-
Watch items / potential red flags:
- Controlled company risk: Magnus and affiliates held ~50.8% voting power at the Record Date, which can concentrate influence over board decisions, nominations, and related‑party matters despite committee independence .
- Related‑party ecosystem: Ongoing share repurchase agreements with Magnus and significant insider‑affiliated holdings may present optics risks (board must continue robust oversight of related‑party transactions) .
- Ownership alignment: Singer’s reported beneficial ownership is 9,462 shares (~0.016% of outstanding), which is modest relative to float; ongoing monitoring of guideline compliance is prudent .
-
Context:
- Prior restructuring experience: J.Crew’s 2020 Chapter 11 under Singer’s CEO tenure provides crisis leadership experience; investors should weigh turnaround skill against bankruptcy association .
Meeting & Attendance Summary
| 2024 Meetings | Count |
|---|---|
| Board | 5 |
| Audit Committee | 7 |
| Compensation Committee | 5 |
| Nominating & Corporate Governance Committee | 4 |
| Attendance | Each director ≥75%; directors attended the 2024 annual meeting |
2024 Director Election Results (Singer)
| Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|
| 58,151,818 | 917,051 | 1,803,593 |
Policies & Controls
| Policy | Key Provisions |
|---|---|
| Stock Ownership Policy | CEO 6× salary; other CMC Section 16 officers 3× salary; Non‑employee directors 5× annual cash retainer . |
| Share Retention | Retain ≥50% of net shares until guidelines met . |
| Securities Trading | Prohibits hedging/short‑selling/options; pledging requires pre‑clearance from CLO; timing of grants not used to influence award value . |
| Clawback | Mandatory recovery of erroneously paid incentive compensation upon restatement, per NYSE Rule 10D‑1 implementation (updated 2023) . |
| Compensation Risk Assessment | Plans considered not to encourage excessive risk; equity vests over multiple years; performance thresholds set with clear caps . |
Summary
Singer’s governance profile combines deep consumer/brand operating experience with independent committee roles and strong recent shareholder support. The controlled company structure and related‑party dynamics elevate the importance of Singer’s chair role on Nominating & Corporate Governance and adherence to robust ownership and trading policies to sustain investor confidence .