Dottie Pepper
About Dottie Pepper
Dottie Pepper, age 61, has served as an independent director of Sacks Parente Golf, Inc. (SPGC) since April 2022. She is a 17‑time LPGA Tour winner with two majors, served three years as an Independent Director on the PGA of America Board, and is currently the lead walking reporter for CBS Sports covering the PGA Tour, PGA Championship, and the Masters; she was the first woman to announce live golf at The Masters in 2016 and became the first walking reporter there in 2020 . The Board has affirmatively determined she is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LPGA Tour | Professional Golfer (17 wins; 2 majors) | 1988–2004 | Represented U.S. six times in Solheim Cup; JLPGA Tour winner |
| PGA of America | Independent Director | 3 years | Board service as independent director |
| CBS Sports | Lead Walking Reporter (PGA Tour, PGA Championship, Masters) | 2016–present (notable milestones 2016, 2020) | First woman to announce live at The Masters (2016); first walking reporter at The Masters (2020) |
External Roles
| Organization | Role | Notes |
|---|---|---|
| PGA of America | Independent Director | Three-year board tenure |
| CBS Sports | Lead Walking Reporter | Covers major PGA events |
| Author | “Letters to a Future Champion” | Book and audiobook publication |
Board Governance
- Committee memberships: Audit Committee (member; Brett Hoge is Chair and financial expert), Compensation Committee (member; chaired by Jane Casanta), Nominating & Corporate Governance Committee (Chair; with Jane Casanta and Brett Hoge) .
- Independence: Board determined Pepper is independent under Nasdaq standards; Board majority independent (Casanta, Hoge, Pepper) .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2023 .
- Annual meeting attendance policy: The Company does not have a policy regarding director attendance at annual meetings .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Board Member retainer (cash) | $20,000 | Paid quarterly; prorated for partial quarters |
| Committee Chair retainer (cash) | $5,000 | Audit: $5,000; Nominating & Corporate Governance: $5,000; Compensation: $5,000; Pepper chairs Nominating & Corporate Governance |
| Chairman retainer (cash) | $5,000 | Applies to Board Chairman (not Pepper) |
| Expense reimbursement | N/A | Reimbursement for reasonable director expenses (incl. travel) |
Performance Compensation
| Grant | Grant Date | Type | Quantity | Fair Value ($) | Vesting | Strike Price | Term |
|---|---|---|---|---|---|---|---|
| Non‑employee Director Options for 2023/2024 service | Dec 22, 2023 | Stock Options | 80,000 | 44,292 | Not disclosed | Not disclosed | Not disclosed |
Plan features governing director equity awards:
- Independent Directors receive stock options at appointment that vest quarterly over three years; exercise period is the shorter of seven years from grant or two years from separation, while in good standing .
- Awards are subject to potential clawback under any Board-adopted recoupment policy .
- Options/SARs must be granted at or above fair market value; may not be repriced or exchanged without stockholder approval; max term ten years .
- Change‑in‑control: awards may be continued, assumed/substituted, accelerated, or canceled per transaction agreement; effect determined by the Compensation Committee .
Director Compensation (Recent)
| Metric | FY 2023 |
|---|---|
| Cash fees ($) | 43,750 |
| Stock awards ($) | 0 |
| Option awards ($) | 44,292 |
| Total ($) | 88,042 |
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Potential Interlock/Conflict |
|---|---|---|---|
| PGA of America | Independent Director | No (association) | None disclosed |
| CBS Sports | Lead Walking Reporter | No | None disclosed |
Expertise & Qualifications
- Elite golf industry experience (LPGA Tour major champion; JLPGA; Solheim Cup), on‑air broadcasting leadership at CBS, and recognition by Golf Writers Associations (William D. Richardson Award 2016; Gold Tee 2021) .
- Board service and chair role on Nominating & Corporate Governance; member of Audit and Compensation Committees .
Equity Ownership
| Metric | Oct 31, 2024 | Dec 19, 2024 |
|---|---|---|
| Beneficial Ownership (shares) | 5,333 | 5,333 |
| Percent of Shares Outstanding | 0.27% (based on 1,825,587) | — (based on 8,915,524; table shows dash) |
| Vested Options Included | 5,333 | 5,333 |
Governance Assessment
- Committee leadership and independence: Pepper is independent and chairs Nominating & Corporate Governance; she also serves on Audit and Compensation, indicating high engagement in governance processes .
- Attendance: Reported at least 75% in 2023, which meets minimum expectations but offers limited insight into individual meeting‑by‑meeting engagement .
- Ownership alignment: Beneficial ownership is modest (5,333 shares/options); equated to 0.27% before December 2024 offering and de minimis thereafter, signaling limited “skin‑in‑the‑game” alignment versus typical director ownership guidelines (none disclosed) .
- Compensation structure: Mix emphasizes options (at‑risk equity) rather than guaranteed equity awards; options must be at or above fair market value, cannot be repriced without shareholder approval, and are subject to potential clawback, which supports pay‑for‑performance discipline .
- Conflicts/Related party: No family relationships among directors/executives; no legal proceedings involving directors in last ten years disclosed; no related‑party transactions involving Pepper disclosed in the proxy materials reviewed .