Sean Sullivan
Acushnet HoldingsAbout Sean Sullivan
Executive Vice President and Chief Financial Officer of Acushnet Holdings Corp. (GOLF) since June 1, 2023, with compensation tied primarily to company-wide profitability and long-term equity aligned to operating income and ROIC. The annual cash incentive uses Adjusted EBITDA, while PSUs vest on three-year cumulative adjusted operating income and three-year average ROIC; RSUs vest ratably over three years . As CFO, Sullivan participates in investor outreach alongside the CEO, reflecting direct alignment with capital markets priorities . The company’s pay-versus-performance disclosure shows compensation actually paid tracking TSR and Adjusted EBITDA over time, consistent with the program’s pay-for-performance design .
Fixed Compensation
Multi-year compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 342,692 | 705,000 |
| Stock Awards ($) | 5,500,089 | 2,000,095 |
| Non-Equity Incentive ($) | 767,678 | 643,595 |
| All Other Compensation ($) | 305,973 | 40,069 |
| Total ($) | 6,916,432 | 3,388,759 |
Annual cash incentive design (2024)
| Metric | Threshold | Target | Maximum | Weighting | 2024 Actual | Payout Factor | Sullivan Payout ($) |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 340.0M | 400.0M | 460.0M | 100% | 404.4M | 107.4% of target | 643,595 |
Notes:
- Sullivan’s annual incentive target equals 85% of base salary; unchanged from 2023 and set at $599,250 for 2024 .
Performance Compensation
Long-term incentive structure and 2024 grants
| Award Type | Grant Date | Target Shares (#) | Grant Date Fair Value ($) | Metric(s) | Weighting | Vesting |
|---|---|---|---|---|---|---|
| RSU | 2/15/2024 | 11,982 | 800,038 | Time-based | n/a | 1/3 on 2/1/2025, 2/1/2026, 2/1/2027 |
| PSU | 2/15/2024 | 17,973 | 1,200,057 | 3-yr cumulative adjusted operating income; 3-yr average ROIC | 50% / 50% | Cliff on 2/1/2027 (performance-based) |
| RSU (new-hire) | 6/1/2023 | 49,887 (unvested as of 12/31/2024) | — (see Summary Compensation) | Time-based | n/a | Schedule per award (unvested as of 12/31/2024) |
| PSU | 6/1/2023 | 52,438 (unearned as of 12/31/2024) | — (see Summary Compensation) | 3-yr cumulative adjusted operating income; 3-yr average ROIC | 50% / 50% | Cliff at cycle end (unearned as of 12/31/2024) |
Performance plan details
- Annual cash incentive: Company-wide Adjusted EBITDA with straight-line interpolation between thresholds; Sullivan’s target 85% of base salary .
- PSUs: 50% based on three-year cumulative adjusted operating income and 50% on three-year average ROIC; cliff vest after three years subject to performance and service .
Equity Ownership & Alignment
Current beneficial ownership and award status (as of record dates)
| Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 85,763 |
| Shares Outstanding | 60,013,024 |
| Ownership % of Outstanding | ~0.14% (85,763 / 60,013,024) |
| Unvested RSUs | 11,982 (2/15/2024) + 49,887 (6/1/2023) = 61,869 |
| Unearned PSUs | 35,946 (2/15/2024) + 52,438 (6/1/2023) = 88,384 |
| Options | None outstanding company-wide as of record date |
| Ownership Guideline | 3x base salary for Section 16 officers |
| Guideline Compliance | Each NEO met or complied via retention rule at end of 2024 |
| Hedging/Pledging | Hedging prohibited; pledging requires pre-clearance; short sales/options prohibited |
| Clawback | Stand-alone clawback updated in 2023 to comply with NYSE Rule 10D-1; awards subject to recoupment |
Outstanding equity award values (as of 12/31/2024; market price $71.08)
| Award | Shares (#) | Market Value ($) |
|---|---|---|
| RSU (2/15/2024) | 11,982 | 851,681 |
| PSU (2/15/2024; max basis for table) | 35,946 | 2,555,042 |
| RSU (6/1/2023) | 49,887 | 3,545,968 |
| PSU (6/1/2023; max basis for table) | 52,438 | 3,727,293 |
Employment Terms
Key employment and severance economics
| Provision | Terms |
|---|---|
| Appointment | EVP & CFO effective June 1, 2023 |
| CFO Agreement (severance triggers) | Company termination w/o cause or Sullivan resignation for specified “good reason” (comp reduction, material diminution of duties, title, reporting changes, breach, successor not assuming plan) |
| CFO Severance (non-CoC) | 18 months base salary; prior-year bonus if unpaid; target bonus for year of termination |
| Executive Severance Plan (CoC) | If CoC then termination within 18 months for qualifying reasons: 24 months base salary + one year annual incentive based on greater of target or most recent outlook; offsets apply |
| Equity Treatment (CoC) | Unvested RSUs/PSUs vest in full upon qualifying CoC termination; PSUs pay at greater of actual and target |
| Non-solicit | Longer of 12 months or severance period prohibits solicitation of salaried employees |
| Clawback & Forfeiture | Company clawback per NYSE Rule 10D-1; plan-level recoupment and forfeiture for detrimental activity |
| Trading Policy | No hedging, short-selling, or derivatives; pledging requires pre-clearance |
Potential payments (assumes event on 12/31/2024)
| Scenario | Annual Incentive ($) | Equity Acceleration ($) | Cash Severance ($) | Life Insurance ($) | Accrued Vacation ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary Termination w/o Cause (non-CoC) | 643,595 | — | 1,057,500 | — | 32,538 | 1,733,633 |
| CoC followed by qualifying termination | 643,595 | 10,679,984 | 1,410,000 | — | 32,538 | 12,766,117 |
| Death/Disability | 643,595 | 10,679,984 | — | 706,000 | 32,538 | 12,062,117 |
Performance & Track Record
Company pay-versus-performance and financial metrics
| Year | PEO CAP ($) | Avg NEO CAP ($) | TSR ($100 initial) | Peer TSR ($100 initial) | Net Income ($000s) | Adjusted EBITDA ($000s) |
|---|---|---|---|---|---|---|
| 2020 | 8,875,803 | 2,399,933 | 127.18 | 120.19 | 96,006 | 233,184 |
| 2021 | 22,206,757 | 5,171,829 | 168.75 | 147.06 | 178,873 | 328,337 |
| 2022 | 3,428,881 | 1,166,106 | 137.18 | 103.89 | 199,278 | 338,408 |
| 2023 | 17,884,184 | 5,189,793 | 207.15 | 123.22 | 198,429 | 376,138 |
| 2024 | 11,904,788 | 3,394,172 | 236.09 | 115.95 | 214,298 | 404,448 |
Compensation Peer Group
Peer group used for 2024 decisions (updated vs prior year and maintained for 2025)
| Peer Companies |
|---|
| Columbia Sportswear Company; Crocs, Inc.; Deckers Outdoor Corp.; G III Apparel Group, Ltd.; Helen of Troy Limited; Kontoor Brands, Inc.; Steve Madden, Ltd.; Topgolf Callaway Brands Corp.; Under Armour, Inc.; Vista Outdoor Inc.; Wolverine World Wide, Inc.; YETI Holdings, Inc. |
Methodology emphasizes global branded manufacturers, comparable size, and direct product manufacturing; program does not target a specific percentile formulaically .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay Advisory Vote | >99% support for executive compensation program |
| 2025 Annual Meeting – Say-on-Pay | For: 56,448,355; Against: 126,874; Abstain: 183,910; Broker Non-Votes: 1,525,748 |
| 2025 Approval of Amended & Restated 2015 Plan | For: 56,351,700; Against: 375,943; Abstain: 31,496; Broker Non-Votes: 1,525,748 |
| CFO/IR Engagement | CFO and CEO participated in investor outreach; Board briefed periodically |
Related-Party and Governance Context
- Controlled company: Magnus beneficially owned ~50.8% of voting power as of record date; Board nonetheless maintains fully independent Compensation and Nominating committees .
- Share repurchases with Magnus: $37.5M (587,520 shares) on 7/10/2024; obligation up to $62.5M in December 2024; $62.5M (935,907 shares) purchased 4/10/2025 .
- Audit fees and IFRS support: PwC audit and reimbursement from Misto for IFRS-related services; Audit-related fees included ERP pre-implementation costs .
Investment Implications
- Alignment: Sullivan’s pay mix is heavily performance- and equity-based (85% bonus target, PSUs on AOI/ROIC, multi-year RSU/PSU vesting), with robust clawback and anti-hedging policies—supportive of shareholder alignment and prudent risk-taking .
- Retention and selling pressure: Upcoming RSU tranches (Feb 1, 2026 and Feb 1, 2027) and PSU cliff vest (Feb 1, 2027) create future liquidity windows; equity accelerates only with double-trigger CoC, reducing pressure to sell absent specific events .
- Severance economics: Non-CoC severance (18 months base + target bonus) is moderate; CoC protection (24 months base + annual incentive and equity acceleration) balances retention and change-in-control risk without option repricing or cash-outs in normal course .
- Governance risks: Controlled company status and recurring related-party share repurchases require continued scrutiny; high say-on-pay approval and independent committee oversight mitigate concerns .