Russell L. Fleischer
About Russell L. Fleischer
Independent director of Topgolf Callaway Brands (MODG), age 57, serving since 2018. He is Audit Committee Chair and a member of the Compensation Committee; designated the Board’s Audit Committee Financial Expert given his finance and accounting background . Fleischer is a General Partner at Battery Ventures (since 2015) and previously served as CEO of HighJump Software (2010–2014), CFO and director at Adams Golf, and holds a BA in Economics (Johns Hopkins) and MBA (Vanderbilt) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Battery Ventures | General Partner | 2015–present | Private equity leadership; finance/investment expertise |
| HighJump Software | Chief Executive Officer | 2010–2014 | Operating leadership with P&L responsibility |
| Adams Golf, Inc. | Chief Financial Officer | 2000–2002 | Public-company finance and accounting oversight |
| Adams Golf, Inc. | Director | 2005–2012 | Board oversight, governance experience |
External Roles
- No current external public-company directorships disclosed beyond MODG; prior public-company board service at Adams Golf (2005–2012) .
Board Governance
- Committee assignments: Audit (Chair) and Compensation (Member); independent status confirmed by NYSE standards; board largely independent (11 of 12 directors; CEO is the only non-independent) .
- Audit Committee Financial Expert: designated by the Board based on expertise; all Audit members financially literate .
- Attendance and engagement: Board met 7× (independents held executive sessions at 5 of 7); Audit met 8×; Compensation met 6×; Nominating & Corporate Governance met 5×; all directors attended at least 75% of meetings; Fleischer attended the 2024 annual meeting .
- Board leadership: Independent Chair (John F. Lundgren); no lead independent director needed due to independent chair structure .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for non-employee directors |
| Audit Chair fee | $15,000 | Committee chair retainer |
| Total fees recorded (2024) | $115,000 | Fleischer elected to receive $115,000 in fully vested shares (10,430 shares) |
| Other benefits | ≤$10,000 | Product and apparel benefits capped under policy |
Performance Compensation
| Equity Grant | Grant Value (USD) | Units | Vesting | Features |
|---|---|---|---|---|
| 2024 annual RSU grant | $124,436 | 8,096 RSUs | Vest on 1-year anniversary of grant date (service-based) | Annual director equity; average price over prior 20 trading days used for sizing |
Director equity is time-based; no performance metrics apply to director RSUs. Equity grants follow established timing controls and anti-hedging/pledging policy .
Other Directorships & Interlocks
| Company | Role | Status | Interlocks/Notes |
|---|---|---|---|
| Adams Golf, Inc. | Director | Prior (2005–2012) | None disclosed at MODG |
| — | — | Current | No current other public-company boards disclosed |
- Compensation Committee interlocks: none in 2024; all committee members independent .
Expertise & Qualifications
- Skills matrix marks Fleischer for CEO experience, operating P&L, public-company executive/board experience, corporate governance, executive compensation, finance, accounting, technology, manufacturing, international, strategic planning, M&A, cybersecurity, compliance, and ESG .
- Designated Audit Committee Financial Expert, reinforcing board effectiveness in oversight of financial reporting and controls .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 94,283 shares (<1%) | As of April 4, 2025 |
| Unvested RSUs held (12/31/2024) | 8,096 RSUs | Annual director grant outstanding |
| Shares received in lieu of fees (2024) | 10,430 shares | Election to take cash fees as stock |
| Ownership guidelines | 5× annual retainer | All directors in compliance as assessed in 2024 |
| Hedging/pledging | Prohibited | Anti-hedging/pledging policy for directors |
Governance Assessment
-
Strengths supporting investor confidence:
- Independent Audit Chair and SEC-designated Financial Expert; robust committee cadence (Audit 8× in 2024) .
- Consistent attendance and participation; independent chair structure .
- Alignment signals: elected to take 2024 fees in shares; adheres to 5× retainer ownership guidelines; anti-hedging/pledging policy .
- No compensation committee interlocks or related-party transactions involving Fleischer disclosed; conflicts reviewed under formal policy .
-
Monitoring items (not red flags):
- Battery Ventures role: while not a disclosed conflict, ongoing review warranted for any future transactions or relationships between MODG and Battery Ventures portfolio companies; MODG’s Nominating & Corporate Governance Committee oversees related-party transactions .
-
Broader compensation governance context:
- Shareholder support: 98% Say-on-Pay approval in 2024 reflects confidence in overall pay philosophy (executive program) .
- Director compensation: balanced cash ($100k) plus equity (~$125k RSUs) with clear grant controls and one-year vest; minimal perquisites .
Overall, Fleischer’s committee leadership, financial expertise, attendance, and stock-based fee election support board effectiveness and alignment; no specific conflicts or attendance issues are disclosed for him. The governance framework (independent chair, strong committee activity, anti-hedging/pledging, related-party oversight) further buttresses investor confidence .