Mark F. Leposky
About Mark F. Leposky
Executive Vice President and Chief Supply Chain Officer at Topgolf Callaway Brands (MODG); age 60; joined the company in April 2012 after senior roles at TaylorMade Adidas Golf, Fisher Scientific, The Coca‑Cola Company, and UPS. Education: B.S. Industrial Technology (Southern Illinois University) and MBA (Keller Graduate School of Management). Currently oversees global supply chain, product development, engineering, manufacturing, planning, purchasing, logistics, and leads the Jack Wolfskin and OGIO brands; received an additional RSU grant in 2024 tied to interim Jack Wolfskin responsibilities, and serves on the Flux Power board since 2024 . Company performance context: cumulative TSR (2020 base) fell to $37.12 vs S&P 1500 Consumer Discretionary at $192.08 in 2024; 2024 net income impacted by $1,352.4M goodwill and $99.6M trade name impairments in Topgolf .
Company revenue and EBITDA (context over last four years)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD) | $3,133,400,000* | $3,995,700,000* | $4,284,800,000* | $4,239,300,000* |
| EBITDA ($USD) | $360,500,000* | $461,500,000* | $499,200,000* | $477,300,000* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Topgolf Callaway Brands | EVP, Chief Supply Chain Officer | 2023–present | Leads global supply chain; product development; engineering; manufacturing; planning; logistics; oversight of Jack Wolfskin and OGIO . |
| Topgolf Callaway Brands | EVP, Global Operations | 2019–2023 | Led global manufacturing, sourcing, logistics strategy and golf accessories . |
| Topgolf Callaway Brands | SVP, Global Operations | 2012–2019 | Built and scaled global operations post-joining in April 2012 . |
| Gathering Storm / TMAX Gear | Co‑Founder, President & CEO | 2005–2011 | Ran TaylorMade‑Adidas Golf accessories license; exited via assignment for benefit of creditors after license termination . |
| Fisher Scientific International | Chief Supply Chain Officer | 2004–2005 | Led enterprise supply chain . |
| TaylorMade Adidas Golf | Chief Operations Officer | 2002–2004 | Ran operations for major golf OEM . |
| The Coca‑Cola Company; UPS | Various senior roles | — | Operations and logistics leadership early career; U.S. Army/Army National Guard Infantry Officer (Major) . |
External Roles
| Organization | Role | Start date | Notes |
|---|---|---|---|
| Flux Power Holdings (FLUX) | Director; Chair, Nominating & Governance Committee | Apr 18, 2024 | Elected at 2024 annual meeting; independent; committee service; RSU director grants per FLUX policy . |
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $520,000 | $536,000 |
| Target bonus (% of salary) | 75% | 75% |
| Actual annual incentive payout ($) | $239,850 | $0 (funding failed despite threshold-level EBITDA) |
- In early 2025, Compensation Committee kept NEO base salaries flat (no increases) .
Performance Compensation
Annual Incentive Plan (2024)
| Component | Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Company-wide | Adjusted EBITDA | $587.0MM (50%) | $638.0MM (100%) | $689.0MM (200%) | $587.7MM (pre-incentive) | 0%; net result below threshold after accounting for incentives |
Notes:
- Leposky’s annual incentive strictly tied to Company-wide Adjusted EBITDA (no business unit modifiers) .
- Funding rule: plan must remain ≥ threshold after projected incentive payments; failed in 2024, so NEOs tied to Company-wide metrics earned $0 .
Long‑Term Incentives (structure and 2024 grants)
| Award type | Metric | Weighting | Target/Scale | Vesting | 2024 grant details |
|---|---|---|---|---|---|
| PRSUs | Relative TSR vs S&P Composite 1500 Consumer Discretionary (ex Auto & Components) | 100% | 25th pct=50%; 50th pct=100%; 75th pct=200% | Cliff at 3 years (2024–2026) | 39,484 target PRSUs granted Feb 6, 2024; grant date fair value $750,591 . |
| RSUs | Service-based | — | — | 1/3 annually over 3 years | 32,305 RSUs granted Feb 6, 2024; grant date fair value $428,687 . |
| One‑time RSU | Service-based (Jack Wolfskin responsibility) | — | — | Full vest Apr 23, 2026 | 6,243 RSUs granted Apr 23, 2024; fair value $100,949 . |
Award outcomes:
- The 2022–2024 PRSUs (three-year rTSR cycle) earned 0% (6th percentile vs reference group) and were forfeited in Feb 2025 .
Equity Ownership & Alignment
Beneficial ownership (as of Apr 4, 2025)
| Holder | Shares beneficially owned | % of shares outstanding |
|---|---|---|
| Mark F. Leposky | 323,496 | <1% (as reported) |
- Executive stock ownership guidelines: CEO 5x salary; other executive officers 2x salary; holding requirement of 50% net shares until compliant; all executives were compliant at 2024 assessment .
- Anti‑hedging and pledging: Company policy prohibits short sales, derivatives, hedging, pledging, or margin accounts for officers and employees .
Unvested awards at FY-end 2024
| Award (grant date) | Units unvested | Vesting terms | Market value at 12/31/2024 |
|---|---|---|---|
| RSU (Apr 23, 2024) | 6,243 | Full vest on Apr 23, 2026 | $49,070 (at $7.86) |
| RSU (Feb 6, 2024) | 32,305 | 1/3 annually over 3 yrs | $253,917 (at $7.86) |
| PRSU (Feb 6, 2024) | 39,484 (target) | 3-year rTSR cycle (2024–2026) | $310,344 (at $7.86) |
| RSU (Feb 22, 2023) | 12,443 | 1/3 annually over 3 yrs | $97,802 (at $7.86) |
| PRSU (Feb 22, 2023) | 22,813 (target) | 3-year rTSR cycle (2023–2025) | $179,310 (at $7.86) |
| RSU (Feb 17, 2022) | 4,989 | 1/3 annually over 3 yrs | $39,214 (at $7.86) |
| PRSU (Feb 17, 2022) | 18,296 (target) | 3-year rTSR cycle (2022–2024); forfeited Feb 2025 | $143,807 (at $7.86; shown pre-forfeiture) |
Employment Terms
Severance (non‑CIC)
| Trigger | Cash severance | Incentive payment(s) | Equity | Benefits |
|---|---|---|---|---|
| Company terminates without “substantial cause”; executive resigns for “good reason”; failure to renew | 0.5× (base salary + target incentive), paid over 12 months | 0.5× (base salary + target incentive), paid over 12 months; payable if not competing | Acceleration of awards that would vest over 12 months from termination (performance awards only to extent goals achieved) | COBRA premiums; financial/tax/estate planning; outplacement for 12 months |
Definitions include “substantial cause” (e.g., failure to perform, misconduct, felony), and “good reason” (e.g., material breach; diminishment in duties for CEO) .
Change‑in‑Control (double trigger; within 1 year)
| Trigger | Cash severance | Incentive payment(s) | Equity | Benefits |
|---|---|---|---|---|
| CIC plus qualifying termination | 1.0× (base salary + target incentive), paid over 24 months | 1.0× (base salary + target incentive), paid over 24 months; payable if not competing | Acceleration for awards vesting in next 12 months (18 months for CEO); for awards assumed/continued, accelerated on post‑CIC termination (PRSUs ≥ target) | COBRA premiums; financial/tax/estate planning; outplacement for 24 months |
Additional governance:
- Clawbacks: SEC/NYSE‑compliant policy and employment agreement provisions (recovery of erroneously awarded incentive compensation after restatements) .
- 280G: Excise tax cutback to avoid golden parachute penalties; no tax gross‑ups .
Performance Compensation (detailed design)
| Metric | Weight | Target setting and calibration | Payout mechanics |
|---|---|---|---|
| Adjusted EBITDA (Company-wide) | 100% of annual incentive for Leposky | Threshold/Target/Max set in Feb 2024; alignment with budget and prior-year results | Linear interpolation between hurdles; plan funding must remain ≥ threshold net of incentive; caps if Company-wide modifier below unit modifiers |
| PRSUs rTSR | 100% of 2024 PRSUs | Measured vs S&P Composite 1500 Consumer Discretionary (ex Auto & Components); 20‑day average price endpoints | 0–200% payout; cliff vest after 3 years; double‑trigger acceleration at ≥ target on CIC |
| RSUs | Service-based | Three-year ratable vesting | No dividends paid before vest; dividend equivalents accrue as additional RSUs and vest with underlying RSUs |
Say‑on‑Pay & Peer Group
- 2024 say‑on‑pay support was ~98%; the program structure was maintained .
- Compensation Comparison Group used to inform 2024 decisions included Acushnet, Brunswick, Columbia Sportswear, Deckers, Lululemon, Under Armour, Vista Outdoor, Vail Resorts, Dave & Buster’s, Texas Roadhouse, Yum! Brands, Electronic Arts, Polaris, Darden, Bloomin’ Brands, Brinker, Peloton, G‑III .
Investment Implications
- Pay–for–performance alignment: 2024 annual incentive paid $0 to executives whose bonuses were tied to Company-wide Adjusted EBITDA (including Leposky), evidencing discipline in funding rules and alignment to consolidated results .
- Equity exposure and retention: Significant unvested RSUs/PRSUs, including 2024 grants and a one-time RSU for Jack Wolfskin, create meaningful retention hooks through 2026; PRSUs are fully at risk and contingent on relative TSR .
- Governance discipline reduces selling/pledging risk: Anti‑hedging/pledging policy and stock ownership guidelines (2× salary for executives) mitigate misalignment; executives were compliant as of 2024 .
- CIC economics are moderate: Double‑trigger; 1.0× salary+bonus severance (plus a matching incentive payment) and limited equity acceleration—balanced retention without outsized parachute risk; 280G cutback and no gross‑ups .
- Execution context: Company TSR underperformed peers (2020–2024 CAP table), and 2024 impairments weighed on returns; PRSU rTSR focus may pressure management to improve external performance, while Leposky’s extra 2024 RSU tied to Jack Wolfskin duties signals accountability for brand restructuring outcomes .