Brian P. Lynch
Executive Vice President, Chief Financial Officer and Chief Legal Officer at Topgolf Callaway Brands
Executive
About Brian P. Lynch
Brian P. Lynch is Executive Vice President, Chief Financial Officer and Chief Legal Officer of Topgolf Callaway Brands (MODG), overseeing finance, legal, IT, corporate governance, compliance, and previously served as Chief Ethics Officer; he has held CFO roles since 2017 and in his current EVP/CFO/CLO capacity since January 2019 . He holds a J.D. from the University of Pittsburgh and a B.A. in Economics from Franklin & Marshall College . Age: 63; Senior management since 2019 . Compensation is tied to company-wide Adjusted EBITDA and multi-year relative TSR (rTSR); in 2024, consolidated Adjusted EBITDA was $587.7M, Topgolf segment Adjusted EBITDA was $337.2M, and MODG recorded a $1,452.0M non‑cash impairment at Topgolf . The 2022–2024 PRSUs paid 0% on rTSR (6th percentile vs the reference group), evidencing a strict pay-for-performance stance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Topgolf Callaway Brands (Callaway Golf) | EVP, CFO & CLO | 2019–present | Leads finance, legal, IT, governance & compliance; central to strategy and capital structure . |
| Topgolf Callaway Brands | CFO (appointed from Interim CFO) | 2017–2019 | Elevated to CFO in July 2017 after serving as Interim CFO since April 2017; continuity in financial leadership . |
| Topgolf Callaway Brands | SVP, General Counsel & Corporate Secretary | 2012–2017 | Oversaw SEC compliance and key strategic/financial matters . |
| Topgolf Callaway Brands | Chief Ethics Officer | 2012–2018 | Led ethics program; governance and compliance enhancements . |
| Topgolf Callaway Brands | Senior Corporate Counsel; Associate GC & Assistant Secretary; VP & Corporate Secretary | 1999–2012 | Progressive legal leadership; corporate secretariat and governance buildout . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Association of Corporate Counsel | Board Member | 2015 | Professional governance involvement (third-party profile) . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (USD) | $625,000 | $650,000 | 4.0% increase in 2024 |
| Target Bonus (%) | 100% | 100% | Company-wide Adjusted EBITDA basis |
| Actual Annual Incentive Paid (USD) | $384,375 | $0 | 2024 funding failed threshold after incentive accrual test |
| Stock Awards (Grant-Date Fair Value, USD) | $1,909,381 | $1,768,892 | RSUs and PRSUs under 2022 Plan |
Performance Compensation
| Plan/Grant | Metric | Weighting/Design | Targets | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Incentive | Company-wide Adjusted EBITDA | 100% of Lynch’s bonus tied to Company metric | Threshold $587.0M (50%); Target $638.0M (100%); Max $689.0M (200%) | $587.7M, but net after funding below threshold → plan not funded | 0% modifier; $0 paid | Cash (none); annual cycle |
| 2024 PRSUs (2024–2026) | rTSR vs S&P Composite 1500 Consumer Discretionary (ex Auto & Components) | 100% PRSU; 0–200% payout | Threshold 25th pct (50%); Target 50th pct (100%); Max 75th pct (200%) | In progress (cliff vesting 2027) | TBD (performance contingent) | Cliff vest at 3 years; double-trigger CIC at target if applicable |
| 2022–2024 PRSUs | rTSR vs reference group | 100% PRSU; 0–200% payout | Threshold/Target/Max per policy | rTSR 6th percentile | 0% earned; forfeited Feb 2025 | Concluded |
Grant sizing in 2024: PRSUs target 59,225 shares; RSUs 48,457 shares; RSUs vest ratably over 3 years; PRSUs cliff after 3-year performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 289,735 shares; includes 36,575 shares in a family trust with spouse . |
| Outstanding Awards (12/31/2024) | RSUs unvested: 48,757 (market value $380,872); PRSUs (2024 target): 59,225 (market value $465,509); plus prior cycles per table . |
| Ownership Guidelines | Executives: 2× base salary; assessed annually; all executives in compliance in 2024 . |
| Anti-Hedging/Pledging | Prohibits hedging, short sales, pledging, margin accounts for officers and employees . |
| Dividends on Awards | No dividends on PRSUs; RSUs accrue dividend equivalents as additional RSUs (vest with underlying RSUs) . |
Employment Terms
| Provision | Key Terms (Lynch) |
|---|---|
| Termination without cause / Good reason (no CIC) | Severance equal to 0.5× (base + target bonus), plus an “Incentive Payment” equal to 0.5× (base + target bonus); pro-rated current-year bonus based on actual results; COBRA premiums; 12-month vesting acceleration on LTI subject to performance . |
| Change-in-Control (Double Trigger) | Requires CIC and qualifying termination within 1 year; severance equal to 1.0× (base + target bonus), plus an “Incentive Payment” equal to 1.0× (base + target bonus); pro-rated current-year bonus; COBRA; accelerated vesting (PRSUs at least target if performance period not completed) . |
| Non-compete/Conditions | Incentive/Severance payments are conditioned on not engaging in any business that competes with the Company; release of claims; non-disparagement; compliance . |
| Quantified Illustrations (as of 12/31/2024) | Without cause/Good reason: Total $2.53M; includes RSUs/PRSUs acceleration $1.17M, severance/incentive payments $1.30M, COBRA $18k, planning/outplacement $41k . CIC + termination: Total $4.93M; includes RSUs/PRSUs $2.23M, severance/incentive payments $2.60M, COBRA $36k, planning/outplacement $57k . |
Compensation Structure Analysis
- Year-over-year mix and levels: Base salary up 4.0% in 2024 to $650,000 while target bonus remained 100%; actual annual incentive paid $0 in 2024 due to funding threshold mechanics .
- Long-term equity is majority performance-based: 2024 awards split PRSU 55% and RSU 45% (CEO higher PRSU share); PRSUs are solely rTSR-based, eliminating interim “banking”; 2022–2024 PRSU cycle paid 0% at 6th percentile rTSR .
- Governance protections: No excise tax gross-ups; clawback policy compliant with SEC/NYSE; anti-hedging/pledging prohibitions; stock ownership guidelines enforced (executives in compliance in 2024) .
- Say-on-Pay support: ~98% approval in May 2024; 2025 say‑on‑pay passed (For: 135,582,960; Against: 2,383,329; Abstentions: 227,946; Broker non‑votes: 20,887,471) .
Performance & Track Record
- 2024 results: Consolidated net revenues $4,239.3M (-1.1% YoY); Adjusted EBITDA $587.7M (-1.5% YoY); operating cash flow $382.0M; Adjusted FCF $203.1M; Topgolf same venue sales -9% for 2024 and -8% in Q4; Topgolf Adjusted EBITDA $337.2M (+10.8% YoY) .
- Impairment: Recorded $1,452.0M non‑cash goodwill/intangible impairment in Topgolf, driving GAAP loss .
- Incentive outcomes: Company-wide Adjusted EBITDA narrowly above threshold before incentive accrual, but plan funding test below threshold → no corporate bonuses; rTSR cycle paid 0% (6th percentile) .
- Governance events: 2025 ASM approved restated 2022 Incentive Plan (share reserve increased by 13.5M) and say-on-pay; Topgolf CEO resigned (July 2025) with separation timing likely shifted to 2026 .
Compensation Peer Group (Benchmarking)
- 2024–2025 Compensation Comparison Group includes Acushnet, Bloomin’ Brands, Brinker, Brunswick, Columbia Sportswear, Darden, Dave & Buster’s, Deckers, Electronic Arts, G‑III, Lululemon, Peloton, Polaris, Texas Roadhouse, Under Armour, Vail Resorts, Vista Outdoor, Yum! Brands .
Equity Ownership & Alignment Table
| Ownership Metric | Value |
|---|---|
| Beneficially Owned Shares | 289,735; includes 36,575 in family trust . |
| RSUs Unvested (12/31/2024) | 48,757 ($380,872) . |
| PRSUs Target Eligible (12/31/2024) | 59,225 ($465,509) (2024 grant; performance at target assumption) . |
| Guideline | 2× base salary requirement; compliant in 2024 . |
| Hedging/Pledging | Prohibited . |
Employment Terms Table (Selected Scenarios as of 12/31/2024)
| Scenario | RSU/PRSU Acceleration (USD) | Severance + Incentive Payments (USD) | COBRA/Other (USD) | Total (USD) |
|---|---|---|---|---|
| Termination w/o cause or Good Reason | $1,173,184 | $1,300,000 | $59,? (COBRA $18,243; planning $15,980; outplacement $25,000) | $2,532,407 |
| CIC + termination (double trigger) | $2,234,912 | $2,600,000 | $80,? (COBRA $36,485; planning $31,960; outplacement $25,000) | $4,928,357 |
Note: Pro-rated current-year bonus is subject to actual performance; PRSU acceleration subject to performance criteria; amounts conditioned on non‑competition and release .
Performance Compensation Details
| 2024 Annual Plan Parameters | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Company-wide Adjusted EBITDA (USD) | $587.0M (50%) | $638.0M (100%) | $689.0M (200%) | $587.7M pre‑funding; net below threshold after accrual | 0% (no payout) |
| Lynchs Target Bonus % | — | 100% | 200% cap | — | — |
Say‑on‑Pay & Shareholder Feedback
- 2024 say-on-pay approval ~98% (affirmation of design post-Topgolf transaction awards) .
- 2025 ASM vote totals confirm continued support for NEO pay and for share reserve expansion in the incentive plan .
Investment Implications
- Alignment strong: 0% payout on 2024 annual incentive and 0% on 2022–2024 PRSUs demonstrate tight linkage to underperformance in rTSR and funding thresholds; majority of long-term value remains performance-contingent .
- Retention risk mitigated: Competitive severance/change-in-control protections with double trigger; stock ownership compliance; anti‑hedging/pledging policies reduce misalignment risks .
- Near-term overhang: 2024 goodwill impairment, negative same venue sales, and Topgolf CEO departure may weigh on sentiment; watch for 2025–2026 rTSR trajectory and Topgolf separation timing (management guides 2026) .
- Trading signals: Upcoming RSU vesting creates potential supply at vest dates; no hedging/pledging permitted; monitor Form 4 activity for any sales around vesting to gauge pressure (not covered here) .
- Governance strength: High say‑on‑pay support, clawback adoption, and share plan refresh provide confidence in compensation oversight .
Sources:
- Company filings and proxy statements: **[837465_0000837465-25-000039_modg-20250416.htm:47]** **[837465_0000837465-25-000039_modg-20250416.htm:49]** **[837465_0000837465-25-000039_modg-20250416.htm:50]** **[837465_0000837465-25-000039_modg-20250416.htm:57]** **[837465_0000837465-25-000039_modg-20250416.htm:58]** **[837465_0000837465-25-000039_modg-20250416.htm:59]** **[837465_0000837465-25-000039_modg-20250416.htm:61]** **[837465_0000837465-25-000039_modg-20250416.htm:62]** **[837465_0000837465-25-000039_modg-20250416.htm:63]** **[837465_0000837465-25-000039_modg-20250416.htm:64]** **[837465_0000837465-25-000039_modg-20250416.htm:71]** **[837465_0000837465-25-000039_modg-20250416.htm:73]** **[837465_0000837465-25-000039_modg-20250416.htm:75]** **[837465_0000837465-25-000039_modg-20250416.htm:80]** **[837465_0000837465-25-000039_modg-20250416.htm:85]** **[837465_0000837465-25-000039_modg-20250416.htm:113]** **[837465_0000837465-25-000039_modg-20250416.htm:114]**
- Earnings releases and 8-Ks: **[837465_0000837465-25-000016_earningsreleaseq42024.htm:1]** **[837465_0000837465-25-000016_earningsreleaseq42024.htm:2]** **[837465_0000837465-25-000016_earningsreleaseq42024.htm:3]** **[837465_0000837465-25-000016_earningsreleaseq42024.htm:4]** **[837465_0000837465-25-000016_earningsreleaseq42024.htm:19]** **[837465_0000837465-25-000016_earningsreleaseq42024.htm:20]**
- ASM vote and plan approval: **[837465_0001193125-25-133466_d943370d8k.htm:1]** **[837465_0001193125-25-133466_d943370d8k.htm:2]**
- Corporate bio & education: **[https://www.topgolfcallawaybrands.com/management/brian-lynch]**
- Age and seniority: **[https://www.globaldata.com/company-profile/callaway-golf-co/executives/]**
- CFO appointment release: **[https://www.topgolfcallawaybrands.com/news-releases/news-release-details/callaway-golf-company-appoints-brian-lynch-chief-financial]**
- External role (third-party profile): **[https://www.zoominfo.com/p/Brian-Lynch/1636072131]**