Leanne Cunningham
Acushnet HoldingsAbout Leanne Cunningham
Leanne Cunningham (age 55) is an independent director of Acushnet Holdings (GOLF) and a member of the Audit Committee, with the Board designating her an “audit committee financial expert.” She has served as Executive Vice President and Chief Financial Officer of Brown-Forman Corporation since July 2021 and joined Acushnet’s Board in 2023, bringing deep finance, operations, and consumer products experience. She meets NYSE independence standards and the additional Rule 10A‑3 independence requirements for audit committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown-Forman Corporation | SVP, Shareholder Relations | Aug 2019 – Jun 2021 | Senior IR/strategy leadership . |
| Brown-Forman Corporation | SVP, General Manager | 2015 – 2019 | Oversaw production operations in 13+ countries . |
| Brown-Forman Corporation | VP, Finance Global Production | 2013 – 2015 | Global finance/supply chain oversight . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brown-Forman Corporation | EVP & CFO | Jul 2021 – Present | Corporate development, strategy, FP&A, shareholder relations, accounting/finance . |
Board Governance
| Attribute | Detail |
|---|---|
| Committee memberships | Audit Committee member; designated “audit committee financial expert.” Committee members: Gregory Hewett (Chair), Leanne Cunningham, Steven Tishman . |
| Committee chair roles | None (Audit Chair: Hewett; Nominating & Governance Chair: Jan Singer) . |
| Independence | Independent director; meets additional Rule 10A‑3 independence requirements for audit committee members . |
| Director since | 2023 . |
| Attendance | In 2024, each director attended at least 75% of Board and committee meetings on which they served (Board met 5x; Audit 7x; Comp 5x; Nominating 4x) . |
| Executive sessions | Non‑management directors meet regularly in executive session without management . |
| Controlled company context | Acushnet is a “controlled company” (Magnus >50% ownership), but maintains entirely independent Compensation and Nominating & Governance Committees and a majority‑independent Board . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 58,551 | 102,955 |
| Stock Awards ($) | 134,965 | 140,000 |
| Total ($) | 193,516 | 242,955 |
Director compensation program (structure):
- Annual Board retainers: Member cash $90,000; Member equity $140,000 (immediately vesting common stock) .
- Committee cash retainers: Audit $12,500 member ($30,000 chair); Compensation $10,000 member ($22,500 chair); Nominating & Governance $10,000 member ($20,000 chair) .
- 2024 adjustments: Equity retainer +$5,000; Audit Chair cash +$5,000; Compensation Chair cash +$2,500 (benchmarking via Pearl Meyer) .
Performance Compensation
| Component | Detail |
|---|---|
| Performance‑conditioned awards | None disclosed for non‑employee directors; annual equity is immediately vesting common stock (no performance metrics) . |
| Options/PSUs/RSUs for directors | Not part of standard annual director awards; a voluntary Independent Directors Deferral Plan exists for RSUs (see below) . |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Brown-Forman Corporation | EVP & CFO (Cunningham) | Acushnet director Jan Singer serves on Brown‑Forman’s board and compensation committee, creating a network interlock with Cunningham’s employer (not a related‑party transaction as disclosed) . |
Expertise & Qualifications
- Audit committee financial expert under Reg S‑K Item 407(d)(5) .
- Deep finance, operations, global supply chain, international business, strategic planning experience; consumer products industry expertise .
- CFO experience at a large public consumer company (Brown‑Forman) .
Equity Ownership
| Measure | As disclosed |
|---|---|
| Beneficial ownership (shares) | 5,013 |
| Ownership (% of outstanding) | <1% |
| Deferred RSUs outstanding | Not listed among directors with outstanding deferred RSUs (others listed; Cunningham not included) |
Policy alignment:
- Stock ownership guidelines: Non‑employee directors must hold 5x the annual cash retainer; share retention in effect until guideline achieved .
- Securities trading policy: Prohibits hedging; restricts pledging (pre‑clearance required); prohibits options/short‑selling by directors .
Governance Assessment
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Strengths:
- Independent director with Rule 10A‑3 audit independence and designated audit committee financial expert; contributes to financial reporting, controls, and cybersecurity risk oversight via Audit Committee .
- Strong finance and operations pedigree as Brown‑Forman CFO; skillset aligns with Board’s identified needs (finance, operations, global supply chain, international business, strategy) .
- Attendance threshold met alongside active Board/committee cadence (Board 5x; Audit 7x in 2024), supporting engagement .
- Pay structure emphasizes equity (immediately vesting stock) alongside cash retainer; 2024 total director comp of $242,955 with $140,000 equity component .
- Hedging prohibited and pledging restricted; director ownership guidelines in place (5x cash retainer), promoting alignment .
-
Watch items:
- Controlled company structure (Magnus ~50.8% voting power) can concentrate voting outcomes; however, Acushnet maintains independent Compensation and Nominating & Governance Committees and a majority‑independent Board .
- External network interlock: Cunningham (CFO) and Acushnet director Jan Singer (director at Brown‑Forman) represent a connectivity channel; no related‑party transactions disclosed involving Cunningham or Brown‑Forman .
- No director‑specific disclosure of ownership guideline attainment; only policy parameters are stated .
No red flags identified related to attendance, related‑party transactions, hedging/pledging, or option repricing for Cunningham in the latest proxy disclosures .