Erik J Anderson
About Erik J Anderson
Vice Chairperson of the Board at Topgolf Callaway Brands (MODG), age 66, and a director since 2021. Former CEO (2015–2018) and Executive Chairman (2018–Mar 2021) of Topgolf, and founder/CEO of WestRiver Group; previously CEO of Matthew G. Norton Co., partner at Frazier & Co., and VP at Goldman Sachs. He holds MS/BS in Industrial Engineering from Stanford (1982) and a BA in Economics/Management Engineering from Claremont McKenna (1979). Recognized by EY (Entrepreneur of the Year) and Goldman Sachs (Top 100 Entrepreneurs) and ranked by Golf Inc. among the most powerful in golf, with board-level expertise spanning finance, accounting, compensation, M&A, cybersecurity, ESG, and compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Topgolf | Director; Chairman; CEO; Executive Chairman | Director 2008–Mar 2021; Chairman Oct 2015–Jan 2018; CEO Oct 2015–Jan 2018; Executive Chairman Jan 2018–Mar 2021 | Led growth and integration pre-MODG merger; recognized for entrepreneurial impact |
| Matthew G. Norton Co. | Chief Executive Officer | 1998–2002 | Led private investment operations |
| Frazier & Co., LP | Partner | — | Private equity investing |
| Goldman, Sachs & Co. | Vice President | — | Investment banking experience |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Hyzon Motors Inc. | Director | Current | Public company directorship |
| Solid Power, Inc. | Director | Current | Public company directorship |
| Decarbonization Plus Acquisition Corp II | Director | Until Jan 2022 | Former SPAC board member |
| Decarbonization Plus Acquisition Corp IV | Director | Until Feb 2023 | Former SPAC board member |
| Avista Corporation | Director | May 2011–May 2019 | Public utility board service |
| WestRiver Group | Founder & CEO | Current | Affiliation with principal shareholder WestRiver noted by MODG |
| Singularity University | CEO | Current | Leadership role |
Board Governance
- Role and leadership: Vice Chairperson; Board Chair is independent (John F. Lundgren); CEO role is separate, and the board does not currently have a lead independent director due to independent Chair. Structure deemed appropriate given skills of Chair, Vice Chair (Anderson), and CEO .
- Committee assignments: None (not on Audit, Compensation, or Nominating & Corporate Governance) .
- Independence: Board determined that 11 of 12 directors are independent; all nominees other than the CEO are independent, covering Anderson .
- Attendance and engagement: In 2024, Board met 7x; independent directors met in executive session 5x; all directors attended at least 75% of aggregate Board/committee meetings; all directors except one (not Anderson) attended the 2024 annual meeting .
- Skills/experience: The director skills matrix indicates Anderson’s functional expertise in finance, accounting, investment banking, HR/compensation, technology, international, strategic planning, M&A, ESG, cybersecurity, and compliance, among others .
- Majority voting and proxy access: Majority voting in uncontested elections with advance resignation policy; shareholders have proxy access (3%/3 years, up to 20 holders) .
- Overboarding policy: Directors generally limited to four other public boards; additional audit committee limits apply; Anderson’s current public boards (Hyzon, Solid Power) are within limits .
Fixed Compensation (Director)
| Item | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Committee chair fees | $0 | Not applicable; Anderson is not a committee chair |
| Board chair premium | $0 | Not applicable to Anderson (premium paid to Chair) |
| Meeting fees | $0 | Program uses retainers; no meeting fees disclosed |
| Other benefits | < $10,000 | Company golf products/apparel benefit under $10k per director in 2024 |
Program features: Non-employee directors receive a mix of cash and equity; 2024 compensation levels unchanged vs 2023; directors may elect to receive cash retainers in fully vested shares under the 2022 Incentive Plan (not specifically elected by Anderson per footnotes) .
Performance Compensation (Director Equity)
| Item | 2024 Detail | Vesting / Terms |
|---|---|---|
| RSU grant | $124,436 grant-date fair value; 8,096 RSUs for each re/elected director in 2024 | Generally vests on first anniversary of grant; time-based RSUs (no performance metrics) |
| Options | $0 new grant in 2024 | No option award in 2024; legacy options outstanding disclosed separately |
| Performance metrics | N/A | Director equity is time-based; no PSU metrics disclosed for directors |
Additional equity activity: On May 29, 2025, Anderson received 18,546 RSUs that vest in full on the first anniversary; on May 30, 2025, 8,096 RSUs granted in 2024 vested and converted into common stock .
Other Directorships & Interlocks
| Company | Relationship to MODG | Interlock/Conflict Note |
|---|---|---|
| Hyzon Motors Inc. | No disclosed commercial ties to MODG | Current directorship; no MODG-related transactions disclosed |
| Solid Power, Inc. | No disclosed commercial ties to MODG | Current directorship; no MODG-related transactions disclosed |
| WestRiver Group | Affiliated holder from Topgolf merger | Anderson is sole member/manager of WestRiver Management; WestRiver no longer retains board-designation rights under the Stockholders Agreement |
| Principal shareholders (overview) | Providence, Dundon retained designate rights; WestRiver lost rights | Stockholders Agreement governs designation rights; related-party transactions reviewed by Nominating & CG Committee |
Expertise & Qualifications
- Prior Topgolf CEO and Executive Chairman with deep golf-industry operating experience .
- Board-level experience across public and private companies; functional depth in finance, accounting, investment banking, HR/compensation, technology, M&A, ESG, cybersecurity, and compliance (per skills matrix) .
- Recognitions include EY Entrepreneur of the Year; Goldman Sachs Top 100 Entrepreneurs; Golf Inc. rankings .
Equity Ownership
Ownership guidelines and policies:
- Non-employee directors must own ≥5x annual retainer within five years; compliance was met by all directors in 2024; anti-hedging and pledging of company stock is prohibited .
Beneficial ownership snapshot (as disclosed in 2025 Proxy):
- Direct/common: 38,215 shares; AFI (indirect): 40,476 shares; WestRiver Management (indirect): 760,459 shares; options exercisable within 60 days: 151,185 (held by TGP Advisors, LLC) .
- RSUs outstanding at 12/31/2024: 8,096 RSUs (time-based) .
Form 4 updates (chronological):
| Date | Transaction | Shares | Price | Post-transaction direct holdings | Indirect holdings (AFI; WestRiver) |
|---|---|---|---|---|---|
| 2025-05-29 | RSU grant | 18,546 | $0 | — | — |
| 2025-05-30 | RSU vest/convert (from 2024 grant) | 8,096 | $0 | 46,311 | 40,476; 760,459 |
| 2025-08-08 | Open-market sale | 25,704 | $9.2512 (weighted avg.) | 20,607 | 40,476; 760,459 |
Notes: Anderson is sole member/manager of WestRiver Management and manager of Anderson Family Investments (AFI); he disclaims beneficial ownership except to extent of pecuniary interest .
Related-Party Exposure and Policies
- Stockholders Agreement: Providence and Dundon currently retain designation rights; WestRiver no longer holds sufficient shares to designate a nominee, though Anderson remains affiliated with WestRiver .
- Related-party transactions review: Nominating & Corporate Governance Committee (or Chair for < $1.0m) must approve transactions >$120k; categorical pre-approvals exist for limited cases (e.g., director is <10% owner of counterparty) .
- 2024–2025 disclosed transactions involved entities affiliated with other directors (Employer Direct; Dundon Capital Partners); none disclosed with WestRiver or Anderson entities .
Director Compensation Summary (2024)
| Component | Anderson ($) | Program Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 100,000 | Annual retainer (no chair fees for Anderson) |
| Stock Awards (RSUs) | 124,436 | 8,096 RSUs; 1-year vest |
| Options/NEIP/Other | — | No 2024 options; no NEIP; no other comp |
| Total | 224,436 | Mix aligned with cash/equity |
Compensation structure notes:
- 2024 director compensation levels unchanged from 2023; Compensation Committee relies on independent consultant and market data from the executive comparison group; directors may take cash retainers in stock .
Insider Trades
- 2025-08-08: Sold 25,704 MODG shares at weighted avg. $9.2512; direct holdings reduced to 20,607; indirect holdings disclosed as 760,459 (WestRiver) and 40,476 (AFI) .
- 2025-05-30: 8,096 RSUs (from 2024 grant) vested and converted to common; 18,546 RSUs granted on 2025-05-29, vesting in one year .
Governance Assessment
- Effectiveness and engagement: Vice Chair role with strong domain/financial expertise; independent under NYSE rules; ≥75% meeting attendance with participation in executive sessions—supports board effectiveness and oversight .
- Alignment: Robust ownership posture with direct and indirect holdings; compliant with ≥5x retainer ownership guideline; anti-hedging/pledging policy further aligns director/shareholder interests .
- Compensation signals: Stable 2024 director pay; balanced cash/equity with time-based RSUs; no option repricing and minimum vesting standards under the plan support governance best practices .
- Potential conflicts and monitoring:
- Affiliation with WestRiver (a principal shareholder in the Topgolf merger). While WestRiver lost board-designation rights, Anderson’s indirect holdings via WestRiver/AFI warrant continued monitoring for related-party dealings; current policies require pre-approval and none were disclosed involving Anderson entities in 2024–2025 .
- Multi-board service within company policy; not overboarded per guidelines .
- Insider sale in Aug 2025 at ~$9.25—neutral by itself; continue to monitor trading cadence vs. blackout windows and 10b5‑1 usage as applicable .
RED FLAGS to watch:
- Related-party exposure via WestRiver affiliation (no transactions disclosed, but affiliation exists) .
- Concentrated indirect ownership through entities he manages; maintain oversight via related-party policy and committee review process .
Overall: Anderson brings significant operating and capital allocation experience from Topgolf and private equity, is independent, engaged, and aligned via equity ownership and restrictive trading policies; monitor ongoing WestRiver affiliation and insider trading cadence for any future conflict signals .