Acushnet Holdings Corp.GOLF
Acushnet Holdings Corp. Stock Compensation Disclosure
Equity Incentive Plans
On June 2, 2025, the stockholders of the Company approved the Acushnet Holdings Corp. Amended and Restated 2015 Omnibus Incentive Plan (the “Amended and Restated 2015 Plan”). The Amended and Restated 2015 Plan increases the number of shares of common stock available for grant under the plan by 1,266,000 shares and extends the term of the plan through June 2, 2035. Under the Amended and Restated 2015 Plan, the Company may grant stock options, stock appreciation rights, restricted shares of common stock, restricted stock units ("RSUs"), performance stock units ("PSUs") and other share-based and cash-based awards to members of the board of directors, officers, employees, consultants and advisors of the Company. The Amended and Restated 2015 Plan is administered by the compensation committee (the “Administrator”). The Administrator has the authority to establish the terms and conditions of any award issued or granted under the Amended and Restated 2015 Plan. As of December 31, 2025, the only equity-based awards granted under the Amended and Restated 2015 Plan were RSUs and PSUs.
Restricted Stock and Performance Stock Units
RSUs granted to members of the board of directors vest immediately into shares of common stock. RSUs granted to the officers, employees, consultants and advisors of the Company vest in accordance with the terms of the grants, generally over three years, with one-third of each grant vesting annually, subject to the recipient’s continued service to the Company. PSUs granted to Company officers and other employees vest based upon the Company's performance against specified metrics, generally over a three year performance period, subject to the recipient's continued service to the Company. At the end of the
performance period, the number of shares of common stock that could be issued is determined based upon the Company's performance against these metrics. The number of shares that could be issued can range from 0% to 200% of the recipient's target award. Recipients of the awards granted under the Amended and Restated 2015 Plan may elect to defer receipt of all or any portion of any shares of common stock issuable upon vesting to a future date elected by the recipient.
All RSUs and PSUs granted under the Amended and Restated 2015 Plan have DERs, which entitle holders of RSUs and PSUs to the same dividend value per share as holders of common stock and can be paid in either cash or common stock. DERs are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs and PSUs. DERs are paid when the underlying shares of common stock are delivered.
Each share issued with respect to RSUs and PSUs granted under the Amended and Restated 2015 Plan reduces the number of shares available for grant. RSUs and PSUs forfeited and shares withheld to satisfy tax withholding obligations increase the number of shares available for grant. As of December 31, 2025, there were 6,007,959 remaining shares of common stock reserved for issuance under the Amended and Restated 2015 Plan of which 3,239,562 remained available for future grants.
A summary of the Company’s RSUs and PSUs as of December 31, 2025, 2024 and 2023 and changes during the years then ended is presented below:
| Number of RSUs | Weighted- Average Fair Value RSUs | Number of PSUs(5) | Weighted- Average Fair Value PSUs | |||||||||||||||||||||||
Outstanding as of December 31, 2022 | 944,695 | $ | 37.48 | 529,366 | $ | 36.30 | ||||||||||||||||||||
| Granted | 476,614 | 48.10 | 196,572 | 48.22 | ||||||||||||||||||||||
Vested (1)(2) | (528,020) | 31.87 | (231,809) | 25.80 | ||||||||||||||||||||||
| Forfeited | (25,226) | 46.85 | (13,875) | 42.33 | ||||||||||||||||||||||
Outstanding as of December 31, 2023 | 868,063 | $ | 46.45 | 480,254 | $ | 46.07 | ||||||||||||||||||||
| Granted | 317,753 | 66.87 | 156,087 | 66.77 | ||||||||||||||||||||||
Vested (1)(3) | (495,068) | 46.51 | (133,099) | 45.36 | ||||||||||||||||||||||
| Forfeited | (22,718) | 38.27 | (2,275) | 56.40 | ||||||||||||||||||||||
Outstanding as of December 31, 2024 | 668,030 | $ | 56.40 | 500,967 | $ | 52.66 | ||||||||||||||||||||
| Granted | 340,565 | 68.78 | 165,248 | 68.21 | ||||||||||||||||||||||
Vested (1)(4) | (366,653) | 52.66 | (151,848) | 43.96 | ||||||||||||||||||||||
| Forfeited | (38,794) | 65.40 | (13,996) | 66.67 | ||||||||||||||||||||||
Outstanding as of December 31, 2025 | 603,148 | $ | 65.08 | 500,371 | $ | 60.05 | ||||||||||||||||||||
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(1) Based upon the Company’s level of achievement of the applicable performance metrics, the recipients of the 151,848, 133,099 and 231,809 PSUs vested during the year ended December 31, 2025, 2024 and 2023, respectively, were entitled to receive 196,795, 266,198 and 461,568 shares of common stock, respectively.
(2) Included 88,760 and 230,089 shares of common stock related to RSUs and PSUs, respectively, that were not delivered as of December 31, 2023. The aggregate fair value of RSUs vested was $25.6 million. The aggregate fair value of PSUs vested, as adjusted for the Company’s achievement of the applicable performance metrics, was $22.5 million.
(3) Included 54,117 and 86,770 shares of common stock related to RSUs and PSUs, respectively, that were not delivered as of December 31, 2024. The aggregate fair value of RSUs vested was $32.2 million. The aggregate fair value of PSUs vested, as adjusted for the Company’s achievement of the applicable performance metrics, was $17.8 million.
(4) Included 43,321 and 75,690 shares of common stock related to RSUs and PSUs, respectively, that were not delivered as of December 31, 2025. The aggregate fair value of RSUs vested was $24.1 million. The aggregate fair value of PSUs vested, as adjusted for the Company’s achievement of the applicable performance metrics, was $12.9 million.
(5) Number of PSUs assume that 100% of the target level of performance was achieved.
Compensation expense recorded related to RSUs and PSUs in the consolidated statements of operations was as follows:
| Year ended December 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| RSUs | $ | 20,394 | $ | 19,146 | $ | 17,055 | |||||||||||
| PSUs | 8,186 | 11,190 | 11,989 | ||||||||||||||
The remaining unrecognized compensation expense related to unvested RSUs and unvested PSUs granted was $21.8 million and $9.9 million, respectively, as of December 31, 2025 and is expected to be recognized over the related weighted average period of 1.4 years and 1.7 years, respectively.
A summary of shares of common stock issued related to the Amended and Restated 2015 Plan, including the impact of any DERs issued in common stock, is presented below:
| Year ended | Year ended | |||||||||||||||||||||||||
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| RSUs | PSUs | RSUs | PSUs | |||||||||||||||||||||||
| Shares of common stock issued | 340,236 | 123,909 | 479,760 | 219,823 | ||||||||||||||||||||||
| Shares of common stock withheld by the Company as payment by employees in lieu of cash to satisfy tax withholding obligations | (118,845) | (54,369) | (160,291) | (95,814) | ||||||||||||||||||||||
| Net shares of common stock issued | 221,391 | 69,540 | 319,469 | 124,009 | ||||||||||||||||||||||
| Cumulative undelivered shares of common stock | 508,628 | 544,215 | 480,608 | 471,078 | ||||||||||||||||||||||
Compensation Expense
The allocation of share-based compensation expense in the consolidated statements of operations was as follows:
| Year ended December 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Cost of goods sold | $ | 1,917 | $ | 1,748 | $ | 1,724 | |||||||||||
| Selling, general and administrative | 25,015 | 27,466 | 26,182 | ||||||||||||||
| Research and development | 1,648 | 1,578 | 1,803 | ||||||||||||||
| Total compensation expense before income tax | 28,580 | 30,792 | 29,709 | ||||||||||||||
| Income tax benefit | 4,677 | 5,416 | 5,126 | ||||||||||||||
| Total compensation expense, net of income tax | $ | 23,903 | $ | 25,376 | $ | 24,583 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Mar 7, 2018 | |
| 2016 | Mar 30, 2017 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.