Equity Incentive Plans

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

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 March 31, 2022, 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 March 31, 2022 and changes during the three months then ended is presented below:


		Weighted-			Weighted-
	Number	Average		Number	Average
	of RSUs	Fair Value RSUs		of PSUs	Fair Value PSUs
Outstanding as of December 31, 2021	691,373	$	33.66	367,067	$	32.84
Granted	345,230	43.96		167,587	43.96
Vested (1)	(68,189)	32.72		—	—
Forfeited	(5,617)	31.26		—	—
Outstanding as of March 31, 2022	962,797	$	37.43	534,654	$	36.32

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(1) Includes 41,173 shares of common stock related to RSUs that were not delivered as of March 31, 2022.

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:


	Three months ended		Three months ended
	March 31, 2022		March 31, 2021
	RSUs	PSUs	RSUs	PSUs
Shares of common stock issued	492,580	188,527	270,779	—
Shares of common stock withheld by the Company as payment by employees in lieu of cash to satisfy tax withholding obligations	(159,851)	(87,215)	(89,938)	—
Net shares of common stock issued	332,729	101,312	180,841	—

Cumulative undelivered shares of common stock	414,866	191,242	395,670	—

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


	Three months ended
	March 31,
(in thousands)		2022		2021
RSUs		$	2,770	$	2,359
PSUs		2,419		3,010

The remaining unrecognized compensation expense related to unvested RSUs and unvested PSUs was $25.8 million and $18.3 million, respectively, as of March 31, 2022 and are expected to be recognized over the related weighted average period of 1.7 years and 2.1 years, respectively.

Compensation Expense

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


	Three months ended
	March 31,
(in thousands)		2022		2021
Cost of goods sold		$	300	$	(7)
Selling, general and administrative		4,698		5,381
Research and development		355		159
Total compensation expense before income tax		5,353		5,533
Income tax benefit		1,176		1,267
Total compensation expense, net of income tax		$	4,177	$	4,266