Heather D. McAllister

About Heather D. McAllister

Heather D. McAllister serves as Senior Vice President, General Counsel and Corporate Secretary of Topgolf Callaway Brands Corp. (MODG). She signs company SEC filings and shareholder notices in this capacity, evidencing responsibility for corporate legal and governance matters . Under MODG’s Insider Trading Policy, the General Counsel serves as the company’s Compliance Officer, overseeing pre‑clearance, blackout windows, and enforcement of prohibitions on hedging/pledging, short sales, and derivatives in company stock . Company performance context for compensation alignment: in 2024, Topgolf delivered $337.2M in Adjusted EBITDA and the company generated $203.1M in Adjusted Free Cash Flow .

Past Roles

Not disclosed in reviewed SEC filings for McAllister .

External Roles

Not disclosed in reviewed SEC filings for McAllister .

Fixed Compensation

• MODG discloses detailed compensation only for Named Executive Officers (NEOs). McAllister is not listed among NEOs in the 2025 proxy/CD&A; therefore her base salary, target bonus, and cash/equity awards are not disclosed .

Performance Compensation

Company framework (applies to NEOs and informs officer incentives broadly):

• Annual incentive metrics: Company‑wide Adjusted EBITDA for CEO, CFO, and certain executives; business unit CTP/Adjusted EBITDA/Topgolf cash flow and SVS for unit leaders. Payouts interpolate between threshold/target/maximum; 2024 company‑wide Adjusted EBITDA fell below funding threshold net of incentives, resulting in no payout for metrics tied to company Adjusted EBITDA .
• Long‑term equity mix and metrics: Majority of NEO LTI awards are PRSUs tied solely to relative TSR versus the S&P Composite 1500 Consumer Discretionary sector (excluding Autos & Components); 2022–2024 PRSUs paid 0% due to below‑threshold rTSR .
• Governance: SEC/NYSE‑compliant clawback policy requiring recovery of erroneously awarded incentive compensation upon restatements, regardless of misconduct, covering the prior three completed fiscal years .

Key 2024 performance metrics relevant to incentive outcomes:

Equity Ownership & Alignment

• Executive stock ownership guidelines: CEO 5x base salary; Other Executive Officers 2x base salary; must reach within 5 years; hold‑50% of “net shares” until compliant. All executive officers were in compliance when assessed in 2024 .
• Anti‑hedging/pledging: Directors, officers and employees are prohibited from hedging, short sales, pledging, or holding shares in margin accounts under the Insider Trading Policy .
• Beneficial ownership: The proxy lists directors and NEOs; McAllister is not individually listed, and her beneficial ownership is not disclosed in the table .

Employment Terms

MODG’s officer agreements (including NEOs) establish protection and economics for severance and change‑in‑control (CIC). While McAllister’s individual agreement is not filed in the reviewed materials, the CIC framework explicitly applies to “officers, including the NEOs” .

Change‑in‑control definition and double‑trigger protection: CIC includes 30%+ share acquisition, board turnover, certain business combinations or liquidation; payment requires both CIC and termination event (e.g., termination without cause, failure to assume agreement, material diminishment or reduction in compensation/benefits, or relocation requirement within 1 year) .

Governance and Policy Baselines (relevant to legal/compliance)

• Insider Trading controls: Pre‑clearance and quarterly blackout policies; event‑specific trading restrictions; General Counsel serves as Compliance Officer for administration and determinations .
• Equity grant timing controls: Equity Grant Guidelines tie grant dates to committee meetings and use trailing 20‑day average price; no options granted in 2024 to employees; no timing around MNPI .
• Anti‑speculative activities: Prohibitions on short sales, public options, hedging, margin/pledging for directors, officers and employees .

Compensation Committee, Peer Group, and Say‑on‑Pay

• Compensation Committee members: Linda B. Segre (Chair), Russell L. Fleischer, John F. Lundgren, Varsha R. Rao; (Laura J. Flanagan served in 2024 but did not stand for re‑election in 2025) .
• Compensation peer group used for market references (unchanged for 2024): 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 .
• Say‑on‑Pay: 98% approval at the 2024 annual meeting; program structure maintained given shareholder support .

Risk Indicators & Red Flags

• No excise tax gross‑ups; 280G cut‑back applies under CIC (shareholder‑friendly) .
• Anti‑hedging/pledging policy reduces misalignment/credit risk; strict blackout/pre‑clearance and event‑specific restrictions mitigate insider‑selling pressure .
• Equity award governance and PRSU rTSR reliance align payouts to shareholder returns; 0% payout for 2022–2024 PRSUs evidences pay‑for‑performance enforcement .
• Beneficial ownership and individual holdings for McAllister are not disclosed; no Form 4 patterns can be assessed from reviewed documents.

Investment Implications

• Legal/governance posture under McAllister’s remit appears strong: rigorous insider controls, anti‑hedging/pledging, clawbacks, and equity grant timing guidelines lower governance risk and perceived insider‑selling pressure .
• Officer CIC terms are double‑trigger with 1.0x cash and partial forward vesting, limiting windfalls while ensuring retention through transitions—balanced for continuity without excessive parachutes .
• Compensation program’s emphasis on rTSR PRSUs and non‑funded annual bonus when Adjusted EBITDA underperformed demonstrates payout discipline; 98% Say‑on‑Pay support reduces near‑term governance headwinds .
• Company performance context (Topgolf Adjusted EBITDA and company cash generation) underpins ability to fund long‑term strategies; however, annual bonus funding dependency on Adjusted EBITDA adds cyclicality to cash comp and retention levers .

Data gaps: McAllister’s personal compensation, vesting schedules, ownership levels, and prior career history are not disclosed in the reviewed filings; analysis relies on company‑wide policies and frameworks.