Equity Incentive Plans

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plans

Equity Incentive Plans

Under the Acushnet Holdings Corp. 2015 Omnibus Incentive Plan (“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. As of September 30, 2023, the only awards granted under the 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 Company officers generally vest over three years, with one-third of each grant vesting annually, subject to the recipient's continued employment with the Company. RSUs granted to other employees, consultants and advisors of the Company vest in accordance with the terms of the grants, generally either over three years or, beginning in 2022, 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 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 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.

A summary of the Company’s RSUs and PSUs as of September 30, 2023 and changes during the nine months then ended is presented below: 

		Weighted-			Weighted-
	Number	Average		Number	Average
	of RSUs	Fair Value RSUs		of PSUs (3)	Fair Value PSUs
Outstanding as of December 31, 2022	944,695	$	37.48	529,366	$	36.30
Granted	469,749	47.95		196,572	48.22
Vested (1)(2)	(520,805)	31.66		(231,127)	25.73
Forfeited	(19,337)	47.00		(12,377)	41.78
Outstanding as of September 30, 2023	874,302	$	46.36	482,434	$	46.08

_______________________________________________________________________________

(1)    Includes 83,664 shares of common stock related to RSU's that were not delivered as of September 30, 2023.

(2)    Based upon the Company’s level of achievement of the applicable performance metrics, the recipients of the 231,127 PSUs that vested during the nine months ended September 30, 2023, were entitled to receive 460,684 shares of common stock. As of September 30, 2023, there were 229,205 shares of common stock that had not been delivered in connection with the vesting of these PSUs.

(3)    Number of PSUs reflect 100% of the target level grant and may not be indicative of the performance level expected to be achieved.

Compensation expense recorded related to RSUs and PSUs in the unaudited condensed consolidated statements of operations was as follows:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2023		2022		2023		2022
RSUs	$	4,012	$	3,149	$	12,966	$	10,101
PSUs	1,129		2,524		7,911		7,566

The remaining unrecognized compensation expense related to unvested RSUs and unvested PSUs was $24.1 million and $12.0 million, respectively, as of September 30, 2023, and is expected to be recognized over the related weighted average period of 1.4 years and 1.9 years, respectively.

A summary of shares of common stock issued related to the 2015 Plan, including the impact of any DERs issued in common stock, is presented below:

	Nine months ended		Nine months ended
	September 30, 2023		September 30, 2022
	RSUs	PSUs	RSUs	PSUs
Shares of common stock issued	472,766	231,580	525,029	188,527
Shares of common stock withheld by the Company as payment by employees in lieu of cash to satisfy tax withholding obligations	(128,291)	(91,842)	(159,854)	(87,215)
Net shares of common stock issued	344,475	139,738	365,175	101,312
Cumulative undelivered shares of common stock	457,703	420,447	407,173	191,242

Compensation Expense

The allocation of share-based compensation expense in the unaudited condensed consolidated statements of operations was as follows:

	Three months ended				Nine months ended
	September 30,				September 30,
(in thousands)	2023		2022		2023		2022
Cost of goods sold	$	340	$	342	$	1,095	$	984
Selling, general and administrative	4,629		5,085		18,875		15,998
Research and development	336		410		1,399		1,177
Total compensation expense before income tax	5,305		5,837		21,369		18,159
Income tax benefit	945		1,219		4,304		3,744
Total compensation expense, net of income tax	$	4,360	$	4,618	$	17,065	$	14,415