Varsha R. Rao
About Varsha R. Rao
Independent director of Topgolf Callaway Brands (MODG) since 2022; age 55. Rao is CEO of Zeal AI (since Nov 2024) and previously served as CEO of Nurx (2019–2022), COO of Clover Health (2017–2019), and Head of Global Operations at Airbnb (2013–2016). She holds a B.A. in Mathematics and a B.S. in Economics from the University of Pennsylvania and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zeal AI | Chief Executive Officer | Nov 2024–present | Startup leadership; technology and operations focus |
| Nurx | Chief Executive Officer | Apr 2019–Aug 2022 | Led direct-to-consumer telehealth platform |
| Clover Health | Chief Operating Officer | Sep 2017–Jan 2019 | Healthcare technology operations leadership |
| Airbnb | Head of Global Operations | Nov 2013–Dec 2016 | Scaled global marketplace operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Viasat, Inc. | Director | 2017–2023 | Public company board experience |
| Social Capital Hedosophia Holdings Corp. VI | Director | 2021–2022 | SPAC board service |
Board Governance
- Independence and role: Rao is an independent director and a member of the Compensation and Management Succession Committee; not a committee chair . The Board determined that 11 of 12 current directors are independent; all nominees other than the CEO are independent .
- Attendance: In 2024, the Board met 7 times; Compensation Committee met 6 times. All directors attended at least 75% of aggregate Board and committee meetings during their service; all directors except Mr. Marimow attended the 2024 annual meeting .
- Committee interlocks: No compensation committee interlocks in 2024; the committee (including Rao) was fully independent .
- Executive sessions: Independent directors held executive sessions at 5 of 7 Board meetings in 2024 .
- Related-party oversight: Related-person transactions are reviewed by the Nominating & Corporate Governance Committee; the policy sets thresholds and pre-approvals. The proxy does not disclose any related-person transactions involving Rao .
Fixed Compensation (Director)
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Cash retainer | $100,000 | Standard non-employee director annual cash retainer |
| Committee chair fees | $0 | Rao is not a chair; chair fees are $15,000 (Audit), $12,500 (Comp), $10,000 (N&CG) |
| Equity grant (annual) | $124,436 grant-date fair value; 8,096 RSUs | Granted at 2024 annual meeting; vests on 1-year anniversary |
| Expense reimbursement/perqs | Not material | Product/perks aggregate value < $10,000 per director in 2024 |
| Structure unchanged YoY | n/a | Director compensation levels unchanged from 2023 |
Additional alignment signal:
- Rao elected to receive $100,000 of fees in fully vested MODG shares (9,070 shares issued across quarterly elections) .
Performance Compensation
| Element | Structure | Metrics/Targets | Payout/Status |
|---|---|---|---|
| Director equity | Time-based RSUs | None (service-based; generally 1-year vest) | 2024 grant of 8,096 RSUs vests on 1-year anniversary |
Note: MODG director compensation does not use performance metrics; RSUs are service-based .
Other Directorships & Interlocks
| Company | Relationship to MODG | Interlock/Conflict Notes |
|---|---|---|
| Viasat (former), Social Capital Hedosophia VI (former) | No disclosed customer/supplier ties to MODG | No Rao-specific related-party transactions disclosed in proxy |
Expertise & Qualifications
- Domains: finance, accounting, HR/compensation, technology, international, strategic planning, consumer sales/marketing, retail, M&A, cybersecurity, compliance, ESG .
- Education: UPenn (B.A. Mathematics; B.S. Economics); Harvard Business School MBA .
- Signals for effectiveness: Active operating CEO (Zeal AI) and prior C-suite roles in scaled technology/health platforms, adding digital and consumer expertise to MODG’s board .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 43,301 shares; <1% of outstanding |
| Included RSUs within 60 days | Beneficial ownership includes 8,096 shares issuable upon vesting/settlement of RSUs within 60 days of April 4, 2025 |
| Options | None disclosed for Rao (only Mr. Anderson shown with legacy Topgolf options) |
| Ownership guidelines | Non-employee directors: 5x annual retainer; compliance assessed annually |
| Compliance status | At the 2024 assessment, all directors were at/above minimums or otherwise in compliance |
| Hedging/pledging | Prohibited for directors and employees; no hedging, short sales, pledging, or margin accounts allowed |
Governance Assessment
- Strengths
- Independence, active Compensation Committee service, and no interlocks disclosed; committee fully independent .
- High shareholder support for executive pay (98% say-on-pay in 2024), signaling confidence in compensation governance to which her committee contributes .
- Strong alignment via equity: annual RSUs and elective conversion of cash fees into stock (9,070 shares in 2024) .
- Stock ownership guidelines and anti-hedging/pledging policy reduce misalignment/agency risk; directors in compliance .
- Attendance standard met; Board/committee cadence and frequent independent sessions support oversight quality .
- Watch items / potential conflicts
- None disclosed for Rao. Related-party transaction policy is robust and overseen by N&CG; no Rao-specific transactions reported in the proxy .
- Committee composition evolving (e.g., Ms. Flanagan not seeking re-election), but Rao remains a member; monitor continuity and workload on Compensation Committee .
Additional context: Board leadership is separated (independent Chair), enhancing oversight; N&CG oversees related-party transactions and ESG risk; Audit Committee maintains strong financial oversight .
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 |
| Stock Awards ($) | $124,436 |
| Total ($) | $224,436 |
| Cash paid in stock election | $100,000 (9,070 fully vested shares) |
| 2024 RSU grant | 8,096 RSUs; one-year vesting from grant at 2024 annual meeting |
Attendance & Engagement
| 2024 Activity | Detail |
|---|---|
| Board meetings | 7 meetings; independent directors held executive sessions at 5 |
| Compensation Committee meetings | 6 meetings |
| Attendance | All directors attended ≥75% of aggregate Board+committee meetings; all except one director attended the 2024 annual meeting (implies Rao attended) |
Compensation Committee Context
- Composition (2024): Segre (Chair), Flanagan, Fleischer, Lundgren, Rao; no interlocks; all independent .
- Responsibilities include overseeing pay philosophy/programs, risk assessments of pay, and clawback policy administration; MODG maintains SEC/NYSE-compliant clawback policy .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval ~98% in May 2024; structure maintained given strong support .
- 2024 annual meeting vote reporting via Form 8-K; all management proposals passed .
Related Party Transactions (Policy and Disclosures)
- Policy requires N&CG review/approval for transactions >$120,000 involving directors/executives; certain categories pre-approved (e.g., routine director compensation) .
- The proxy’s “Transactions with Related Persons” section does not list any Rao-related transactions .