Jane Casanta
About Jane Casanta
Jane Casanta (age 58) is an independent director of Sacks Parente Golf, appointed effective January 1, 2024, to fill a board vacancy; at appointment she was not initially assigned to any committee . She brings 26 years at Acushnet (Titleist) in marketing/product development (including Director of Marketing for Titleist Gloves & Accessories) and is currently Vice President of Partnership Development at Event Network, LLC (also previously Vice President of Purchasing) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acushnet Company (Titleist) | Marketing and product development roles; Director of Marketing, Titleist Gloves & Accessories | 26 years | Doubled international sales; +100% domestic gear sales; +15-point increase in Titleist golf bag industry share |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Event Network, LLC | Vice President of Partnership Development (also Vice President of Purchasing) | ~3 years as of Jan 4, 2024 | Client relations, relationship development; cross‑functional product assortment development |
| Other public company boards | None disclosed in SPGC proxy | — | No other public company directorships identified in the Company’s director biographies and governance sections |
Board Governance
- Independence: The Board affirmatively determined Jane Casanta is an independent director under Nasdaq rules .
- Committee assignments (current):
- Compensation Committee – Chair
- Audit Committee – Member (Audit Committee chaired by Brett Hoge; Hoge is the Audit Committee financial expert) .
- Nominating & Corporate Governance Committee – Member (Committee chaired by Dottie Pepper) .
- Initial appointment: Effective Jan 1, 2024; appointed to fill vacancy from a director resignation; no initial committee assignments at appointment .
- Board engagement: The Board reported that each director attended at least 75% of 2023 Board and committee meetings (board‑wide disclosure) .
Shareholder support (director election):
| Meeting Date | Proposal/Director | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|---|
| Dec 16, 2024 (Annual Meeting) | Elect Jane Casanta | 949,104 | 14,472 | 401,662 |
Special meeting outcomes (context for governance environment):
| Meeting Date | Proposal | Votes For | Votes Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| Feb 26, 2025 (Special Meeting) | Warrant Proposal | 2,567,202 | 146,905 | 26,831 | 1,727,654 |
| Feb 26, 2025 | Equity Plan Increase (2022 Plan) | 2,215,694 | 507,088 | 18,156 | 1,727,654 |
| Feb 26, 2025 | Name Change | 4,367,647 | 98,960 | 1,985 | N/A |
| Feb 26, 2025 | Reverse Stock Split Authority | 3,676,925 | 784,155 | 7,510 | N/A |
| Feb 26, 2025 | Adjournment Authority | 3,814,139 | 642,126 | 12,325 | N/A |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board Member Retainer | $20,000 cash per Director Compensation Policy | |
| Committee Chair Retainer | $5,000 per year for each committee chair (Audit; Compensation; Nominating & Corporate Governance) | |
| FY2024 Cash for Casanta | $20,000 cash compensation granted for fiscal 2024 at appointment | |
| Meeting Fees | Not specified; policy references quarterly-paid retainers; no separate per‑meeting fees disclosed |
Notes: Policy states retainers are earned on a fiscal year basis and paid quarterly; pro‑rated for partial quarters .
Performance Compensation
| Award | Grant/Terms | Vesting | Notes |
|---|---|---|---|
| Stock Option (at appointment) | Option to purchase 40,000 shares; exercise price $0.69 (closing price on Dec 29, 2023); 7‑year term | Vests quarterly over 12 quarters | Granted effective Jan 1, 2024 for FY2024; reverse split later noted below |
| Director Equity Policy | Each Independent Director receives options to acquire 4,000 shares on appointment (Chair receives additional 2,400); max 7‑year term | Vests quarterly over 3 years; pro‑rata if appointed off‑cycle; 2‑year post‑separation exercise cap | Policy applies to non‑employee directors broadly |
Additional plan features (apply to equity awards under the 2022 Plan):
- Clawback/recoupment: Awards are subject to any Company incentive compensation clawback policy adopted by the Board .
- Change‑in‑Control vesting: Double‑trigger standard for assumed/substituted awards; vesting acceleration only upon involuntary termination tied to a Change in Control (as defined) .
- Reverse split context: Company disclosed a 1‑for‑10 reverse stock split effective July 30, 2024; proxy statements state all share amounts are retroactively adjusted in that document .
Performance metrics: No performance‑based metrics (e.g., TSR, revenue/EBITDA) are disclosed for director equity; director equity is time‑vested options per policy .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in Company materials for Casanta |
| Committee roles at other public companies | None disclosed |
| Interlocks with SPGC suppliers/customers/competitors | None disclosed; no related‑party transactions identified involving Casanta |
Expertise & Qualifications
- Golf industry operator/marketer with deep brand and product experience at Titleist/Acushnet; led initiatives achieving international and domestic growth and share gains .
- Commercial and partnership development executive experience at Event Network, LLC (client relations, purchasing, assortment development) .
Equity Ownership
| Metric | Oct 31, 2024 | Dec 19, 2024 |
|---|---|---|
| Beneficial ownership (shares) | 1,333 (includes vested options) | 1,333 (includes vested options) |
| Of which: vested options | 1,333 | 1,333 |
| Ownership % of outstanding | 0.07% | —% (not stated) |
| Pledged shares | None disclosed in ownership footnotes | None disclosed in ownership footnotes |
Section 16 filing note: The Company disclosed Casanta’s Form 3 was filed late due to issues obtaining SEC filing codes .
Governance Assessment
-
Strengths
- Independent director with domain expertise directly relevant to SPGC’s markets; brings Titleist/Acushnet brand and product experience, and current commercial partnership leadership .
- Active governance roles: chairs Compensation Committee and serves on Audit and Nominating & Corporate Governance, indicating significant engagement in oversight .
- Shareholder support: received 949,104 votes “For” and 14,472 “Withheld” in the 2024 director election, with typical broker non‑votes for an uncontested election .
-
Watch‑items / Potential red flags
- Low direct equity ownership: as of late 2024, beneficial ownership reflects 1,333 shares via vested options, a small percentage of outstanding shares (0.07% on Oct 31, 2024), signaling modest “skin in the game” typical for micro‑cap boards but still noteworthy for alignment analysis .
- Section 16 compliance lapse: late Form 3 filing upon joining the Board (administrative cause cited); while not uncommon for small issuers, it is a governance process blemish to monitor .
- Dilution and equity plan expansion context: stockholders approved a large increase to the 2022 Equity Incentive Plan share reserve (to 3,000,000) and warrant‑related provisions, alongside reverse split authority—governance items that can affect investor confidence and warrant close Compensation Committee oversight on award practices and dilution management .
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Related‑party and conflicts
- No related‑party transactions involving Casanta or her immediate family disclosed; recent related‑party loans involved other insiders and were repaid in 2023 .
-
Compensation structure implications
- Director pay is primarily fixed cash ($20,000) and time‑vested options; as Compensation Chair, Casanta oversees executive and director pay and the equity plan; absence of director performance metrics is standard but places weight on equity design and grant sizing to balance retention with dilution .
Overall: Casanta strengthens board effectiveness through sector‑specific commercial and brand expertise and meaningful committee leadership. Key investor‑confidence watch‑items are administrative compliance rigor (Section 16), alignment via share ownership over time, and compensation/dilution discipline following the equity plan expansion and financing‑related warrants .