Under the Acushnet Holdings Corp. 2015 Omnibus Incentive Plan (the “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, 2024, the only awards granted under the 2015 Plan were RSUs and PSUs.

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 targets, 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 targets. 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, 2024 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, 2023	868,063	$	46.45	480,254	$	46.07
Granted	309,293	66.70		156,087	66.77
Vested (1)(2)	(492,950)	46.51		(133,099)	45.36
Forfeited	(20,635)	36.42		(2,275)	56.40
Outstanding as of September 30, 2024	663,771	$	56.16	500,967	$	52.66

(2) Based upon the Company’s level of achievement of the applicable performance metrics, the recipients of the 133,099 PSUs that vested during the nine months ended September 30, 2024, were entitled to receive 266,198 shares of common stock. As of September 30, 2024, there were 86,762 shares of common stock that had not been delivered in connection with the vesting of these PSUs.

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

Compensation expense recorded related to the Company's 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)	2024		2023		2024		2023
RSUs	$	4,505	$	4,012	$	14,633	$	12,966
PSUs	4,378		1,129		8,889		7,911

The remaining unrecognized compensation expense related to unvested RSUs and unvested PSUs was $25.3 million and $16.5 million, respectively, as of September 30, 2024, 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, 2024		September 30, 2023
	RSUs	PSUs	RSUs	PSUs
Shares of common stock issued	477,642	219,831	472,766	231,580
Shares of common stock withheld by the Company as payment by employees in lieu of cash to satisfy tax withholding obligations	(159,600)	(95,814)	(128,291)	(91,842)
Net shares of common stock issued	318,042	124,017	344,475	139,738

Cumulative undelivered shares of common stock	480,608	471,078	457,703	420,447

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)	2024		2023		2024		2023
Cost of goods sold	$	439	$	340	$	1,242	$	1,095
Selling, general and administrative	8,207		4,629		21,524		18,875
Research and development	385		336		1,232		1,399
Total compensation expense before income tax	9,031		5,305		23,998		21,369
Income tax benefit	2,024		945		5,433		4,304
Total compensation expense, net of income tax	$	7,007	$	4,360	$	18,565	$	17,065