John F. Lundgren
About John F. Lundgren
Independent Board Chair of Topgolf Callaway Brands Corp. (MODG); age 73; director since 2009. Former Chairman and CEO of Stanley Black & Decker (and The Stanley Works pre‑merger); earlier senior roles at Georgia‑Pacific/James River/Fort James and brand management at Gillette. Education: Dartmouth College (BA) and Stanford University (MBA). Committees: Audit, Compensation, Nominating & Corporate Governance; currently serves as independent Chair of the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanley Black & Decker, Inc. | Chairman & CEO; Special Advisor post-CEO | 2004–Jul 2016; Advisor through Apr 2017 | Led merger integration of The Stanley Works and Black & Decker; multi‑industry tools/security oversight |
| The Stanley Works | Chairman & CEO | Pre‑Mar 2010 (merger date) | Oversaw global consumer/industrial tools expansion |
| Georgia-Pacific Corp. | President — European Consumer Products | 1995–2000 (incl. James River/Fort James eras) | Finance, manufacturing, corporate development, strategic planning leadership |
| Gillette | Brand Management | Early career | Consumer brand strategy foundation |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Visa Inc. | Chairman of the Board | Current | Public company chair with global payments exposure |
| Staples Inc. | Director | Prior to 2017 sale | Board service pre‑take‑private |
| National Association of Manufacturers | Former Director | Prior | Policy/industry advocacy |
| Pella Inc. | Lead Independent Director | Current | Private company governance |
| The Chamberlain Group | Director | Current | Private company governance |
| American Securities | Advisory Board Member | Current | PE advisory |
Board Governance
- Role and independence: Independent Board Chair; CEO and Chair roles separated; no lead independent director needed given independent Chair.
- Committee assignments: Audit (Member), Compensation (Member), Nominating & Corporate Governance (Member); all committee members are independent.
- Meetings and attendance: 2024 Board met 7 times; Audit 8; Compensation 6; Nominating & Corporate Governance 5; all directors attended at least 75% of aggregate meetings; all but Scott Marimow attended the 2024 annual meeting.
- Governance practices: Majority voting for directors; proxy access; annual board and committee effectiveness assessments; limits on outside public boards (≤4; audit committee cross‑service limits).
- Risk oversight: Board oversees enterprise risk with Audit handling compliance/controls; regular cybersecurity briefings; Nominating & Corporate Governance oversees related‑party transactions.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash retainer |
| Board Chair retainer | $50,000 | Additional retainer for Board Chair |
| Committee chair fees | $0 | Not a committee chair (Audit chair $15k; Comp chair $12.5k; NCG chair $10k) |
| Meeting fees | $0 | Not disclosed/none; cash structure via retainers |
| Other benefits | < $10,000 | Product/merchandise benefits; below reporting threshold |
| Total cash & other | $150,000 | Fees earned in cash for Lundgren |
| Total director comp (cash + equity) | $274,436 | As reported for 2024 |
Performance Compensation
| Equity Award (2024) | Grant details | Value (USD) | Vesting | Performance link |
|---|---|---|---|---|
| RSUs | 8,096 RSUs (annual director grant) | $124,436 (grant date fair value) | Vests on first anniversary, service‑based | None (director equity is service‑based) |
Director equity awards are determined around the 20‑day average closing price and are typically service‑based RSUs; directors may elect cash retainers in stock; Lundgren’s equity follows standard program.
Other Directorships & Interlocks
| Entity | Relationship to MODG | Potential interlock risk |
|---|---|---|
| Visa Inc. | Payments network used broadly across retail/venues; no MODG related‑party transaction disclosed | Low; no related‑party transaction with Visa disclosed in proxy |
| Providence/Dundon/WestRiver designees | Stockholders’ Agreement designates other directors (Marimow, Turney); Lundgren not designated | Low for Lundgren; affiliation applies to other directors |
Expertise & Qualifications
- CEO and operating executive experience with significant P&L responsibility; extensive public company executive and board experience.
- Functional expertise in finance, HR/compensation, manufacturing, international, strategic planning, consumer sales/marketing, retail sell‑through, M&A, cybersecurity, compliance, ESG.
- Consumer products industry background and global brand management.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 102,410 shares; less than 1% of outstanding |
| Shares outstanding reference | 183,749,328 shares (record date) |
| RSUs held (12/31/2024) | 8,096 RSUs noted for 2024 grant cohort (directors) |
| Pledged or hedged shares | Pledging/hedging prohibited by director insider trading policy |
| Ownership guidelines (directors) | 5x annual retainer; all directors in compliance at 2024 assessment |
Governance Assessment
- Board leadership and independence: Separation of Chair and CEO with an independent Chair supports oversight quality; Lundgren’s simultaneous membership on Audit, Compensation, and NCG committees concentrates experience but warrants monitoring to avoid overboarding dynamics, though company policy caps outside public boards and committee independence is maintained.
- Pay alignment and incentives: Director pay mix (~$150k cash + ~$125k service‑based RSUs) is consistent with market and emphasizes equity alignment; directors can elect stock in lieu of cash; ownership guidelines and anti‑hedging/pledging strengthen alignment.
- Engagement and effectiveness: 2024 attendance thresholds met; structured annual evaluations; strong say‑on‑pay support (98%) indicates shareholder confidence in governance and compensation processes.
- Related‑party/conflicts: No Lundgren‑specific related‑party transactions disclosed; related‑party oversight sits with NCG; notable shareholder affiliations apply to other directors under the Stockholders Agreement.
RED FLAGS to monitor
- Concentration of roles: Board Chair concurrently on Audit, Compensation, and NCG committees; while permissible and independent, it heightens influence—ensure continued robust lead roles by other committee chairs and strong executive sessions.
- External commitments: Chair of Visa plus multiple private boards—company policy limits outside boards, but monitor workload and any evolving operational interlocks in payments/vendor relationships.
Overall signal: An experienced, independent Chair with deep operational and governance credentials, strong equity alignment and compliance with robust governance policies; minimal conflict exposure disclosed.