Yoon Soo (Gene) Yoon
Acushnet HoldingsAbout Yoon Soo (Gene) Yoon
Yoon Soo (Gene) Yoon, age 79, is Chairman of Acushnet Holdings Corp.’s Board and has served as a director since 2011; the Board determined he is independent under NYSE standards. He is Chairman of Misto Holdings Corp. (formerly Fila Holdings Corp) since 1994 and served as Misto’s CEO from 1991 to March 2018; he previously served as President of Acushnet Holdings Corp. (2011–May 2016) and chaired the board of Acushnet Company (2011–October 2016). He is the father of director Keun Chang (Kevin) Yoon .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acushnet Holdings Corp. | President | 2011–May 2016 | Senior leadership; later transitioned to Board Chair |
| Acushnet Company (operating subsidiary) | Chairman of the Board | 2011–October 2016 | Oversight of operating subsidiary board |
| Misto Holdings Corp. (Fila) | Chief Executive Officer | 1991–March 2018 | Led global consumer brands; public company listed in Korea |
| Misto Holdings Corp. (Fila) | Chairman | 1994–present | Ongoing strategic oversight; public company governance |
External Roles
| Organization | Role | Public Company? | Tenure | Notes |
|---|---|---|---|---|
| Misto Holdings Corp. (formerly Fila Holdings Corp) | Chairman | Yes (Korea Exchange) | 1994–present | Former CEO (1991–2018) |
Board Governance
- Independence and controlled company: Acushnet is a NYSE “controlled company” because Magnus (subsidiary of Misto) owns ~50.8% of voting power, yet the Board states it has a majority of independent directors and entirely independent Compensation and Nominating & Governance Committees; the Board determined all directors except the CEO (Maher) are independent .
- Committees: Mr. Yoon is Board Chairman and not shown as a member of the Audit, Compensation, or Nominating & Governance Committees (current members listed exclude him) .
- Attendance: In 2024, the Board met 5 times; each director attended at least 75% of the aggregate Board and committee meetings on which they served .
- Executive sessions: Non-management directors meet regularly without management; independent directors meet privately at least once a year .
- Risk oversight: Committees oversee financial integrity, compensation policies, governance, succession, ESG, conflicts of interest, and stockholder concerns .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 175,553 | 169,943 (fully vested stock; ASC 718 grant-date fair value) | 345,496 |
2024 Director Compensation Program (structure)
| Component | Chair ($) | Member ($) |
|---|---|---|
| Annual Board Cash Retainer | 175,000 | 90,000 |
| Annual Board Equity Retainer (immediately vesting common stock) | 170,000 | 140,000 |
| Audit Committee Cash Retainer | 30,000 | 12,500 |
| Compensation Committee Cash Retainer | 22,500 | 10,000 |
| Nominating & Governance Committee Cash Retainer | 20,000 | 10,000 |
Additional director benefits:
- Independent Directors Company Products Access Policy: up to $5,000 per year in company products; discounted purchases permitted .
- April 2024 adjustments: +$5,000 equity retainer; committee chair cash retainer increases (+$5,000 Audit; +$2,500 Compensation) based on Pearl Meyer benchmarking .
Performance Compensation
- Directors do not receive performance-based cash bonuses or PSUs for board service; annual equity grants are immediately vesting common stock (not performance-conditioned) .
- No performance metrics or incentive targets for directors disclosed (N/A) .
Other Directorships & Interlocks
| Person | External Role | Interlock/Relationship to GOLF |
|---|---|---|
| Yoon Soo (Gene) Yoon | Chairman, Misto Holdings Corp. | Misto is parent of Magnus, GOLF’s controlling stockholder; Mr. Yoon may be deemed beneficial owner of Magnus-held GOLF shares |
| Keun Chang (Kevin) Yoon | President & CEO, Misto; Director, GOLF | Son of Gene Yoon; sits on GOLF’s Nominating & Governance Committee |
| Ho Yeon (Aaron) Lee | CFO, Misto; President, Magnus; Director, GOLF | Executive at controlling shareholder; sits on GOLF Compensation Committee |
Controlled-company context and related-party transactions:
- Share repurchase agreements: GOLF repurchased 587,520 shares from Magnus for $37.5M on July 10, 2024; subsequently purchased 935,907 shares from Magnus for $62.5M on April 10, 2025 per agreements .
- Service Agreement: As of March 19, 2025, GOLF to provide IFRS financial and tax services to Misto; estimated ~$280,000 compensation in FY2025 .
- IFRS audit reimbursements: Misto reimbursed GOLF $810,000 in 2024 for PwC IFRS services related to 2023; PwC audit footnote notes IFRS work amounts ($830,249 for 2024; $810,000 for 2023) .
- Related Persons Transaction Policy requires Board approval/ratification and director recusal where interested .
Expertise & Qualifications
- Board skills identified for Mr. Yoon include: Brand Building/Marketing, Consumer Products/Apparel, CEO/Executive experience, ESG/Sustainability, Global Supply Chain, International Business, M&A, Operations, Public Company Board/Governance, Strategic Planning .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Yoon Soo (Gene) Yoon | 30,519,390 | 50.9% | Includes 30,477,059 shares owned by Magnus; Mr. Yoon (as Misto Chairman) may be deemed beneficial owner with voting/dispositive power |
| Outstanding RSUs deferred (Independent Directors Deferral Plan) | 21,090 | — | RSUs and dividend equivalents previously deferred |
Ownership/Trading Policies:
- Stock ownership policy: Non-employee directors required to hold 5× annual cash retainer; retain at least 50% of net shares from equity awards until guideline met .
- Securities Trading Policy: Prohibits hedging and short-selling; pledging requires pre-clearance; no pledging or hedging by Mr. Yoon is disclosed .
Fixed Compensation (Detail)
| 2024 Director Compensation Detail | Amount ($) |
|---|---|
| Cash fees (Board/Chair retainers; any committee roles N/A) | 175,553 |
| Equity grant (immediately vesting common stock) – grant date fair value | 169,943 |
| Total | 345,496 |
Related Party Transactions (Conflict Exposure)
| Date/Type | Counterparty | Description | Amount |
|---|---|---|---|
| Jul 10, 2024, Share repurchase | Magnus | Repurchase of GOLF shares (share-for-share basis aligned with open-market buybacks) | $37.5M |
| Apr 10, 2025, Share repurchase | Magnus | Repurchase of 935,907 GOLF shares | $62.5M |
| Mar 19, 2025, Service Agreement | Misto | IFRS financial statements and tax compliance services fees (estimate for FY2025) | ~$280,000 |
| 2024 reimbursement (IFRS audit) | Misto | Reimbursement for PwC IFRS work related to 2023 | $810,000 |
| PwC audit fees footnote (IFRS prepared and provided to Misto) | — | IFRS fees included within audit fees | $830,249 (2024 IFRS work); $810,000 (2023 IFRS work) |
Governance Assessment
- Board independence and control: While the Board deems all directors except the CEO independent, Acushnet is a controlled company with three directors holding senior roles at the controlling shareholder (Misto/Magnus), including Mr. Yoon (Chairman), his son Kevin Yoon (Director), and Aaron Lee (Director/CFO of Misto). This structure can present perceived conflicts and influence over board decisions, though the company maintains independent Compensation and Nominating committees and a formal related-party transaction policy requiring recusal and Board oversight .
- Committee roles and effectiveness: Mr. Yoon is not on key committees (Audit/Comp/Nominating), which can mitigate direct committee-level conflicts. Attendance thresholds were met (≥75%) across directors in 2024, and independent/non-management executive sessions occur regularly, supporting board process integrity .
- Compensation alignment: Director pay is modest and equity retainer is in immediately vesting stock, promoting alignment but without performance gates (typical for directors). Policy guidance is benchmarked by Pearl Meyer, with measured adjustments in 2024 .
- Ownership alignment vs. influence: Mr. Yoon’s deemed beneficial ownership (50.9%) via Magnus/Misto strongly aligns economic interests but underscores control risk. The company’s trading policy prohibits hedging/short-selling and restricts pledging (pre-clearance), and director ownership guidelines apply, supporting alignment safeguards .
- Related-party transactions: Ongoing share repurchases from Magnus and service/IFRS fee arrangements with Misto are transparent and governed by policy. These are material and recurring, representing a structural conflict exposure to monitor for pricing fairness and minority shareholder treatment .
RED FLAGS
- Controlled-company structure with family relationship (father–son) and multiple directors tied to controlling shareholder (Misto/Magnus) .
- Material related-party transactions (share repurchases and services) requiring continued scrutiny for fairness and process integrity .
Signals supporting investor confidence
- Board states a majority of independent directors; Compensation and Nominating committees fully independent; formal related-party policy with recusal; regular executive sessions; compensation benchmarking and clawback policy updated per NYSE Rule 10D-1 .
QUOTE
“Our Board… determined that all directors except Mr. Maher are independent… [and] has determined to have a majority of independent directors, an entirely independent Compensation Committee and an entirely independent Nominating and Corporate Governance Committee.”
“Our Related Persons Transaction Policy… requires any related person transaction to be approved or ratified… and directors interested… to recuse themselves…”