Steven Tishman
Acushnet HoldingsAbout Steven Tishman
Steven Tishman (age 68) has served as a director of Acushnet Holdings Corp. (GOLF) since 2016. He is Managing Director and Global Head of Mergers & Acquisitions at Houlihan Lokey; prior senior investment banking roles include Rothschild Inc. (2002–2012), Robertson Stephens (1999–2002), and Bear Stearns (1993–1999). He has previously served on the boards of Cedar Fair L.P., Nautica Enterprises, Inc., Claire’s Stores, Inc., and Odimo, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houlihan Lokey | Managing Director; Global Head of M&A; Mgmt Committee; Co-Head M&A Commitment Committee | Joined Jan 2012 | Leads M&A; firm leadership roles |
| Rothschild Inc. | Managing Director | 2002–2012 | Senior coverage/execution |
| Robertson Stephens Inc. | Senior Managing Director | 1999–2002 | Investment banking leadership |
| Bear, Stearns & Co. Inc. | Senior Managing Director | 1993–1999 | Investment banking leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GoodHaven Funds Trust | Trustee (prior) | N/A | Prior oversight role |
| Cedar Fair L.P. | Director (prior) | N/A | Public company board experience |
| Nautica Enterprises, Inc. | Director (prior) | N/A | Public company board experience |
| Claire’s Stores, Inc. | Director (prior) | N/A | Public company board experience |
| Odimo, Inc. | Director (prior) | N/A | Public company board experience |
Board Governance
- Independence: Board determined Tishman is independent under NYSE standards; he meets additional independence requirements for both compensation and audit committees .
- Committee assignments:
- Compensation Committee: Chair; members Aaron Lee and Jan Singer .
- Audit Committee: Member; committee chaired by Gregory Hewett; members include Leanne Cunningham; Tishman designated an “audit committee financial expert” .
- Meetings and attendance:
- 2024 meetings: Board (5), Audit (7), Compensation (5), Nominating & Corporate Governance (4); each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors meet regularly without management; independent directors meet privately at least annually .
- Controlled company context: GOLF is a “controlled company” under NYSE rules (Magnus >50% voting power) but maintains majority independent directors and fully independent Compensation and Nominating & Governance Committees .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $122,500 |
| Stock Awards (aggregate grant-date fair value) | $140,000 |
| Total | $262,500 |
2024 Director Compensation Program (structure):
- Annual Board Cash Retainer: Chair $175,000; Member $90,000
- Equity Retainer: Chair $170,000; Member $140,000 (immediately vesting common stock)
- Committee Cash Retainers: Audit Chair $30,000 / Member $12,500; Compensation Chair $22,500 / Member $10,000; Nominating & Governance Chair $20,000 / Member $10,000
- 2024 changes: Equity retainer +$5,000 for each Board member; Audit Chair cash +$5,000; Compensation Chair cash +$2,500 (based on Pearl Meyer benchmarking)
Performance Compensation
- Directors do not receive performance-based equity; annual director equity grants are immediately vesting common stock. Tishman has previously deferred director equity into RSUs under the Independent Directors Deferral Plan (see Equity Ownership) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| Cedar Fair L.P. | Director (prior) | None disclosed with GOLF |
| Nautica Enterprises, Inc. | Director (prior) | None disclosed with GOLF |
| Claire’s Stores, Inc. | Director (prior) | None disclosed with GOLF |
| Odimo, Inc. | Director (prior) | None disclosed with GOLF |
| GoodHaven Funds Trust | Trustee (prior) | None disclosed with GOLF |
- Compensation Committee interlocks: None; no member has been an officer/employee; no insider participation; no cross‑committee/board interlocks with GOLF executives at other companies .
- Related party transactions: Proxy discloses transactions with controlling shareholder Magnus/Misto (share repurchases and services), not involving Tishman or Houlihan Lokey .
Expertise & Qualifications
- Audit committee financial expert designation .
- Skill matrix highlights for Tishman: Consumer Products/Apparel, ESG/Sustainability, International Business, M&A, Operations, Public Company Governance, Strategic Planning .
- Biography: Decades of investment banking/M&A leadership; prior public company board experience .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial Ownership (common stock) | 37,799 shares; less than 1% | Principal stockholders table; percent marked “*” (<1%) |
| Deferred RSU Awards (director deferral plan) | 29,434 RSUs | Includes dividend equivalents |
| Hedging/Pledging | Hedging prohibited; pledging requires pre‑clearance by CLO | Company securities trading policy applies to directors |
| Director Ownership Guidelines | 5× annual cash retainer | Non‑employee directors required level; retention requirement applies until met |
Governance Assessment
- Committee leadership and expertise: As Compensation Committee Chair and Audit Committee member/financial expert, Tishman is positioned to influence executive and director pay practices and financial oversight; committee independence and use of an independent consultant (Pearl Meyer) support governance quality .
- Pay structure and alignment: Director pay mix is balanced between cash and immediately vesting equity; Tishman’s 2024 mix was ~$122.5k cash / $140k equity. Deferred RSUs add long‑term alignment through equity exposure, though grants are not performance‑conditioned .
- Board effectiveness signals: Regular executive sessions, high attendance (≥75% for all directors), and fully independent Compensation and Nominating & Governance Committees despite controlled company status are positives .
- Companywide pay governance: Say‑on‑pay support exceeded 99% in 2024, indicating broad investor approval of compensation practices overseen by the Compensation Committee; peer benchmarking and guardrails (no repricing; no dividends on unearned awards; clawback) strengthen oversight .
RED FLAGS / Watch items
- Controlled company: Magnus owns ~50.8% voting power; while committees are independent, concentrated control can limit minority shareholder influence on board composition and policies .
- Related-party dynamics: Ongoing share repurchase arrangements and service agreements with Magnus/Misto warrant continued monitoring for fairness; no Tishman involvement disclosed .
- Director equity is not performance‑based: Annual director equity grants vest immediately; while common for boards, this reduces at‑risk pay and performance linkage at the director level .
Additional Details
- 2024 director product access policy: Up to $5,000 of Company products annually for personal use; additional purchases at discount; personal use did not exceed $10,000 for any non‑employee director .
- Insider filings: Company states Section 16 filings were timely in 2024 except for one non‑director/officer transaction; no late filings noted for Tishman .