Adebayo O. Ogunlesi
About Adebayo O. Ogunlesi
Adebayo O. Ogunlesi, age 71, has served on the MODG Board since 2010 and is currently an independent director; he chairs the Nominating and Corporate Governance Committee and sits on the Audit Committee . He became Senior Managing Director and a member of the Global Executive Committee at BlackRock, Inc. in October 2024; previously he was Chairman and Managing Partner of Global Infrastructure Partners (GIP) from 2006 to October 2024 and spent 23 years at Credit Suisse in senior investment banking roles . Ogunlesi holds a BA in PPE from Oxford (First Class Honours), a JD (magna cum laude) and MBA from Harvard, and clerked for Justice Thurgood Marshall in 1980–1981 . He also serves on the boards of The Goldman Sachs Group (since 2012) and Kosmos Energy Ltd. (since 2004) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Infrastructure Partners (GIP) | Chairman & Managing Partner | 2006–Oct 2024 | Led global infrastructure investments across energy, transport, water/waste sectors |
| Credit Suisse | Executive Vice Chairman & Chief Client Officer; previously Global Head of Investment Banking | 23 years prior to 2006 | Senior investment banking leadership and client coverage |
| Cravath, Swaine & Moore | Attorney | Prior to Credit Suisse | Corporate legal experience |
| U.S. Supreme Court | Law Clerk to Justice Thurgood Marshall | 1980–1981 | Legal analysis at highest court |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| BlackRock, Inc. | Senior Managing Director; Global Executive Committee member | Oct 2024 | BlackRock is a significant MODG shareholder at 12.73% |
| The Goldman Sachs Group | Director | 2012 | Public company board service |
| Kosmos Energy Ltd. | Director | 2004 | Public company board service |
Board Governance
- Committee assignments: Member, Audit Committee; Chair, Nominating and Corporate Governance Committee .
- Independence: Determined independent under NYSE and SEC rules; all committee members/chairs are independent .
- Attendance and engagement: In 2024, the Board met 7 times, Audit 8, Compensation 6, Nominating 5; all directors attended at least 75% of meetings during their service, and all but Mr. Marimow attended the 2024 annual meeting .
- Leadership structure: Independent Chair (John F. Lundgren); no Lead Independent Director needed while an independent Chair is in place .
- Audit Committee oversight: Active oversight of internal controls, auditor independence, and financial reporting; Ogunlesi is a listed member of the Audit Committee in the 2024 report .
Fixed Compensation
| Component (FY2024) | Amount/Terms | Detail |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | Standard non-employee director retainer |
| Committee Chair Retainer (Nominating & Corporate Governance) | $10,000 | Chair fee level set by Board |
| Equity Award (RSUs) | $124,436 grant-date fair value; 8,096 RSUs | Granted on 2024 annual meeting date; vest on 1-year anniversary; number based on 20-day average closing price |
| Cash Retainer Election in Shares | $110,000 elected in shares; 9,977 shares issued | Fully vested shares issued quarterly based on closing price; reflected in “Fees Earned” column |
| Other Benefits | Product allowance (<$10,000) | Golf equipment/apparel benefits not required to be reported as they did not exceed $10,000 |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance-based director equity | None disclosed | Annual director equity grants are RSUs with service-based vesting; no performance metrics tied to director awards |
| Director annual incentive/bonuses | None disclosed | Director compensation comprises retainer, chair fees, and equity; no bonus metrics disclosed for directors |
Other Directorships & Interlocks
| Entity | Type | Relationship to MODG | Interlock/Conflict Consideration |
|---|---|---|---|
| BlackRock, Inc. | Institutional investor (12.73% of MODG) | Ogunlesi is Senior Managing Director (since Oct 2024) | Potential influence/appearance of conflict; Board deems Ogunlesi independent; no related-party transaction with BlackRock disclosed |
| The Goldman Sachs Group | Public company | Ogunlesi serves as director | Standard outside board service; within MODG guideline limits |
| Kosmos Energy Ltd. | Public company | Ogunlesi serves as director | Standard outside board service; within MODG guideline limits |
Expertise & Qualifications
- Functional expertise: Finance, law, investment banking, human resources/compensation, international business, strategic planning, M&A, cybersecurity, compliance, ESG .
- Governance credentials: Nominating & Corporate Governance Chair; extensive corporate governance and executive compensation experience .
- Financial oversight: Audit Committee member; committee determined all members financially literate; audit oversight responsibilities described .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of Apr 4, 2025) | 227,921 shares | Includes holdings via Raynham I LLC |
| Ownership % of outstanding | <1% (“*”) | Less than one percent per proxy table legend |
| Indirect holdings | 100,000 shares via Raynham I LLC | Ogunlesi and spouse are sole members; shared voting/investment power |
| RSUs outstanding (12/31/2024) | 8,096 RSUs | Granted in 2024; service-vests at one year |
| Shares issued from cash retainer election | 9,977 shares | Represents $110,000 elected in shares in 2024 |
| Hedging/pledging | Prohibited | Company anti-hedging and anti-pledging policy covers directors |
| Stock ownership guidelines | 5x annual director retainer | Compliance assessed annually; all directors in compliance or otherwise compliant in 2024 |
Governance Assessment
- Strengths: Independent status; chairs governance committee and serves on audit; strong attendance; anti-hedging/pledging and director ownership guidelines with compliance; elected to take cash fees in stock (positive alignment signal) .
- Compensation structure: Balanced cash/equity; fixed retainer with service-vested RSUs; no meeting fees or performance bonuses for directors; director levels unchanged from 2023 (cost discipline) .
- Shareholder signals: 2024 say-on-pay approved with ~98% support, indicating broad investor confidence in pay practices (context for overall governance climate) .
- Potential RED FLAG to monitor: Executive role at BlackRock coincides with BlackRock’s 12.73% ownership in MODG—creates appearance of influence; however, Board deems independence and no related-party transactions involving Ogunlesi were disclosed; any future transactions with BlackRock would require Related Person review by the Nominating & Corporate Governance Committee (chair discretion up to $1.0 million), with recusal best practice recommended .
Overall, Ogunlesi’s financial and governance expertise, committee leadership, and demonstrated ownership alignment support board effectiveness; monitor for conflicts related to BlackRock’s shareholder status and ensure transparent handling of any potential related-person matters .