CALLAWAY GOLF COMPANY (CALY)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
CALLAWAY GOLF COMPANY · Meeting: May 21, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
As CEO and director since 2012, Brewer has full tenure overlap with the severe 3-year underperformance period — Callaway's stock fell 33.4% while the consumer discretionary sector ETF (XLY) gained 56.0%, a gap of 89.4 percentage points that far exceeds the 30-percentage-point trigger threshold for companies with negative absolute returns; the 5-year return of -48.0% confirms this is sustained underperformance, not a temporary trough, so the 5-year mitigant does not apply.
Lundgren has served as a director since 2009 and as Board Chairperson, giving him full overlap with the underperformance period; the stock's 3-year return of -33.4% trails the consumer discretionary sector ETF (XLY) by 89.4 percentage points, well above the 30-point trigger for negative absolute TSR, and the 5-year return of -48.0% shows the problem is not a recent blip, so the 5-year mitigant does not apply.
Fleischer has served as a director since 2018 and chairs the Audit Committee, giving him full overlap with the 3-year underperformance period; Callaway's stock fell 33.4% over three years while XLY gained 56.0% — an 89.4-point gap well above the trigger — and the 5-year return of -48.0% confirms sustained rather than temporary underperformance, so the 5-year mitigant does not apply.
Holloway joined the board in December 2021, which is more than 24 months before the 2026 meeting, so the new-director exemption does not apply; the 3-year TSR underperformance gap of 89.4 percentage points against XLY far exceeds the 30-point trigger threshold, and the 5-year picture (stock down 48.0%) confirms the underperformance is not a recent development.
Ogunlesi has served as a director since 2010 and chairs the Nominating and Corporate Governance Committee, giving him full overlap with the underperformance period; the 89.4-point gap between Callaway's -33.4% three-year return and XLY's +56.0% gain far exceeds the 30-point trigger, and the 5-year return of -48.0% rules out the 5-year mitigant.
Segre has served as a director since 2015 and chairs the Compensation Committee, giving her full overlap with the underperformance period; Callaway's three-year stock return of -33.4% versus XLY's +56.0% gain represents an 89.4-point gap that triggers the policy threshold, and the 5-year return of -48.0% confirms sustained underperformance that disqualifies the 5-year mitigant.
Thornley has been a director since 2004, giving him the longest tenure overlap with the underperformance period on the board; the 89.4-point three-year TSR gap against XLY far exceeds the trigger, and the 5-year return of -48.0% shows the underperformance is multi-year and sustained, so the 5-year mitigant does not apply.
For Analysis
Dundon is a new director nominee standing for election for the first time at this meeting; because he has not served on the board during the current underperformance measurement period (he left in 2023 and is rejoining), he is exempt from the TSR trigger as a new nominee, and his background in financial services, real estate investment, and prior Callaway and Topgolf board service provides relevant experience.
Mandel is a new director nominee with no prior board service at Callaway and is therefore exempt from the TSR trigger; his 31-year career at Wellington Management as a portfolio manager and equity analyst provides directly relevant financial and capital markets expertise for the board.
Seven of nine director nominees trigger the TSR underperformance policy: Callaway's stock fell 33.4% over three years while the consumer discretionary sector ETF (XLY) gained 56.0%, producing an 89.4-percentage-point gap that far exceeds the 30-point threshold applicable to companies with negative absolute three-year returns. The 5-year return of -48.0% confirms this is sustained underperformance across the full board's tenure, eliminating the 5-year mitigant. The two new nominees (Dundon and Mandel) are exempt as they have not served during the measurement period and are voted FOR based on relevant qualifications.
Say on Pay
✓ FORCEO
Oliver G. Chip Brewer III
Total Comp
$13,970,138
Prior Support
98%%
The CEO's total compensation of approximately $14.0 million is within a reasonable range for a CEO of a $2.7 billion consumer cyclical company, and the pay structure is sound — approximately 57% of targeted CEO pay is performance-based (at-risk incentives and performance stock awards), well above the 50% minimum. The 2023-2025 performance stock awards paid out at zero because the company's relative total shareholder return fell below the threshold, demonstrating that the incentive plan actually works as designed and penalized executives when shareholders suffered poor returns. The prior year say-on-pay vote received 98% support, there is a clawback policy in place, and the compensation committee has maintained pay restraint (no base salary increases in 2025), all of which support a FOR vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
23 yrs
Audit Fees
$6,564,127
Non-Audit Fees
$1,332,462
Deloitte has served as Callaway's auditor since December 2002 (approximately 23 years), which is below the 25-year threshold that would trigger a concern; non-audit fees (audit-related fees of $250,000 plus tax fees of $1,082,462, totaling $1,332,462) represent about 20% of audit fees of $6,564,127, well below the 50% independence threshold; no material restatements are disclosed, and Deloitte is a Big 4 firm appropriate for a company of Callaway's size.
Overall Assessment
This ballot contains three standard annual meeting proposals — director elections, auditor ratification, and executive compensation approval. The dominant issue is severe and sustained stock price underperformance: Callaway's shares fell 33.4% over three years and 48.0% over five years while the consumer discretionary sector ETF (XLY) gained 56.0%, triggering the TSR underperformance policy against seven of nine incumbent directors; the two new nominees are voted FOR, the auditor ratification passes cleanly, and the say-on-pay vote is supported given a well-structured performance-based pay program that demonstrably penalized executives for poor shareholder outcomes.