Anthony S. Thornley
About Anthony S. Thornley
Anthony S. Thornley (age 78) has served on the MODG Board since 2004 and is an independent director. He previously served as interim President and Chief Executive Officer of MODG from June 2011 to March 2012. Thornley holds a degree in chemistry from Manchester University and is a qualified chartered accountant, with deep credentials in finance, accounting, technology operations, and corporate governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Topgolf Callaway Brands Corp. (MODG) | Interim President & CEO | Jun 2011 – Mar 2012 | — |
| QUALCOMM Inc. | President & COO | 2002 – 2005 | — |
| QUALCOMM Inc. | Chief Financial Officer | Began 1994 | — |
| Nortel Networks | Various finance and IS leadership roles (e.g., VP Finance NT World Trade; Corporate Controller) | 16 years | — |
| Coopers & Lybrand | Early career roles | Not disclosed | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Transdel Pharmaceuticals, Inc. | Director | 2007 – 2011 | Prior public company board |
| Peregrine Semiconductor Corp. | Director | 2010 – 2014 | Prior public company board |
| Cavium, Inc. | Director | 2006 – 2018 | Prior public company board |
| Current public company boards | — | — | None disclosed in 2025 proxy |
Board Governance
- Independence: Independent director; not a company employee .
- Committee assignments: Audit Committee (Member) and Nominating & Corporate Governance Committee (Member) .
- Chair roles: None; committee chairs identified are Fleischer (Audit), Segre (Compensation), Ogunlesi (Nominating & Corporate Governance) .
- Attendance and engagement: In 2024, all directors attended at least 75% of Board and committee meetings; Thornley attended the 2024 annual shareholders’ meeting (the only absence was Marimow) .
- Years of service on this board: Director since 2004 .
- Board assessments: Annual Board and committee effectiveness reviews overseen by Nominating & Corporate Governance Committee .
Fixed Compensation
| Component (FY 2024) | Amount / Detail | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Committee chair fees | $0 | Thornley is not a chair |
| Board chair fee | $0 | Applies only to Board Chair (Lundgren received $50,000) |
| Meeting fees | Not disclosed | No meeting fees noted in program |
| Equity grant (RSUs) – grant-date fair value | $124,436 | RSUs granted annually upon election/re-election |
| RSUs granted (units) | 8,096 | Granted at 2024 annual meeting; based on 20-day avg price |
| Vesting schedule | Generally one-year anniversary of grant | Service-based RSUs for directors |
| Total director compensation | $224,436 | Fees + stock awards (no options or incentive pay) |
Performance Compensation
| Performance-linked element | Status for Directors | Metrics / Terms |
|---|---|---|
| PRSUs or performance-based equity | None disclosed for directors | Annual director equity is service-based RSUs; no performance metrics applied |
| Cash incentives | None | Director program consists of retainer and equity only |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation Committee interlocks | None in 2024; all Compensation Committee members independent |
| Investor-designated directors | Providence and Dundon designate directors per Stockholders Agreement; Thornley is not a designee (designated directors are Marimow and Turney) |
Expertise & Qualifications
- Functional expertise cited: finance, accounting, human resources/compensation, technology, manufacturing, international business, research & development, strategic planning, consumer sales/marketing, mergers & acquisitions, cybersecurity, compliance, ESG .
- Qualifications: Extensive public-company executive experience (QUALCOMM CFO; President/COO), interim CEO of MODG, multi-industry governance background .
Equity Ownership
| Ownership item | Amount / Status | As-of |
|---|---|---|
| Shares beneficially owned | 88,784 shares | April 4, 2025 (Table Date) |
| Ownership % of outstanding | <1% | April 4, 2025 |
| RSUs held (including accrued dividend equivalents) | 8,096 RSUs | December 31, 2024 |
| Options | None disclosed | — |
| Director ownership guidelines | 5x annual retainer; compliance assessed annually | All directors and executives attained minimum or were otherwise in compliance in 2024 |
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of Company stock by directors .
Governance Assessment
- Board effectiveness: Thornley is an experienced, financially literate independent director with Audit and Nominating & Governance Committee roles, supporting oversight of financial reporting, risk, and related-person transactions .
- Alignment and incentives: Director pay is a balanced mix of cash retainer and time-based RSUs, with annual RSU grants vesting in one year; no performance-conditioned director awards, but stock ownership guidelines (5x retainer) and anti-hedging/pledging policy strengthen alignment and risk controls .
- Engagement: Attendance thresholds met in 2024 and annual meeting attended; ongoing Board and committee assessments and ESG oversight reinforce governance rigor .
- Conflicts and red flags: No compensation committee interlocks; no designated-investor affiliation for Thornley; related-party transaction oversight sits with the committee he serves on; no hedging/pledging permitted. No specific related-party transactions or conflicts involving Thornley are disclosed in the proxy .
- Shareholder confidence signal: Say-on-pay received ~98% support in May 2024, reflecting broad shareholder approval of compensation governance (contextual to overall governance climate) .
RED FLAGS: None disclosed specific to Thornley (no attendance shortfall, no related-party transactions, no hedging/pledging, no interlocks) .