As of December 31, 2023, we had two shareholder approved stock plans under which shares were available for equity-based awards; the Callaway Golf Company Amended and Restated 2004 Incentive Plan (the “2004 Incentive Plan”) and the Callaway Golf Company 2022 Incentive Plan (the “2022 Incentive Plan”). We also had one non-shareholder approved stock plan, the 2021 Employment Inducement Plan (the “2021 Inducement Plan”), which was adopted in connection with our merger with Topgolf on March 8, 2021. The 2021 Inducement Plan has substantially the same terms as our 2004 Incentive Plan, with the exception that awards can only be made to new employees in connection with their commencement of employment and incentive stock options cannot be granted under the 2021 Inducement Plan. Upon the effective date of the 2022 Incentive Plan, we ceased granting awards under the 2004 Incentive Plan and the 2021 Inducement Plan and, except for shares subject to awards under those plans on the effective date of the 2022 Incentive Plan, any shares remaining for future issuance under such Plans were canceled.

The 2004 Incentive Plan permitted the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance share units and other equity-based awards to our officers, employees, consultants and certain other non-employees who provide services to us. All grants under the 2004 Incentive Plan were discretionary, although no participant may receive awards in any one year in excess of 2.0 million shares. No new awards may be granted under the 2004 Incentive Plan.

The 2021 Inducement Plan was adopted in connection with our merger with Topgolf on March 8, 2021. The plan permitted the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance share units and other equity-based awards to our officers, employees, consultants and certain other non-employees who provide services to us. No new awards may be granted under the 2021 Inducement Plan.

The 2022 Incentive Plan permits the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance share units and other equity-based awards to our officers, employees, consultants, eligible directors serving on our Board of Directors and certain other non-employees who provide services to us. All grants under the 2022 Incentive Plan are discretionary. Directors may receive a one-time grant upon their initial appointment to our Board of Directors and may receive an annual grant thereafter upon being re-elected at each annual meeting of shareholders. The maximum number of shares issuable over the term of the 2022 Incentive Plan is 16.0 million shares, plus any shares underlying awards made under the 2004 Incentive Plan to the extent such awards lapse, expire, terminate or are canceled.

In connection with the merger with Topgolf which was completed on March 8, 2021, we assumed two equity compensation plans and a stock option agreement between Topgolf and a third party (collectively, the “Topgolf Equity Compensation Plans and Option Agreement”) in connection with the merger. No additional awards may be granted by the Company under the assumed Topgolf Equity Compensation Plans and Option Agreement.


	Authorized	Available(1)	Outstanding(2)

2004 Incentive Plan	33.0	—	2.0

2021 Inducement Plan	1.3	—	0.3
2022 Incentive Plan	16.0	12.0	1.3
Topgolf Equity Compensation Plans and Option Agreement	3.4	—	1.1
Total	53.7	12.0	4.7

(1) Includes shares subject to a full award value under the 2022 Incentive Plan’s fungible share ratio.
(2) Excludes 0.8 million of issued restricted stock awards which are not outstanding.

There were no stock options granted in 2023 or 2022. In 2021, we granted 3.2 million stock options related to the replacement awards that were issued in connection with our merger with Topgolf. These awards had a weighted average grant-date fair value of $25.93 per share and a total acquisition date fair value of $5.3 million.


Options	Number of Shares	Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2023	1.9	$	26.97
Granted	—	$	—
Exercised	(0.3)	$	15.11
Forfeited(1)	—	$	35.14
Expired	(0.5)	$	29.93
Outstanding at December 31, 2023	1.1	$	28.44	3.18	$	0.1
Vested and expected to vest in the future at December 31, 2023	1.1	$	28.44	3.18	$	0.1
Exercisable at December 31, 2023	1.0	$	28.20	3.07	$	0.1

(1) A nominal number of stock options were forfeited during the year ended December 31, 2023.

The fair value of the stock options granted in connection with the merger was based on the Black-Scholes option-pricing model. The table below summarizes the range and the weighted averages of the fair value assumptions used in the Black-Scholes valuation as of March 8, 2021.

The following table represents activity for restricted stock units, restricted stock awards, and performance based awards for the year ended December 31, 2023 (in millions, except fair value amounts):


	RSUs			RSAs			PRSUs
	Units	Weighted- Average Grant-Date Fair Value		Units	Weighted- Average Grant-Date Fair Value		Units	Weighted- Average Grant-Date Fair Value
Unvested at January 1, 2023	1.4	$	25.47	0.1	$	29.52	2.1	$	30.24
Granted	0.8	$	22.78	0.8	$	19.60	0.6	$	36.58
Vested	(0.7)	$	25.21	(0.1)	$	29.52	(0.4)	$	20.74
Target Award Adjustment(1)	—	$	—	—	$	—	0.1	$	19.85
Forfeited(2)	(0.1)	$	25.09	—	$	29.52	(0.1)	$	32.44

Unvested at December 31, 2023	1.4	$	24.13	0.8	$	19.83	2.3	$	32.71

(1) Represents incremental shares earned by participants at a performance achievement in excess of 100% for awards previously granted.
(2) A nominal number of RSAs were forfeited during the year ended December 31, 2023.


	Years Ended December 31,
	2023		2022		2021
RSUs:
Total fair value of RSUs vested	$	17.3	$	17.2	$	6.5
Per share weighted average grant date fair value of RSU grants	$	22.78	$	22.81	$	29.60

RSAs:
Total fair value of RSAs vested	$	1.3	$	2.1	$	0.8
Per share weighted average grant date fair value of RSA grants(1)	$	19.60	$	—	$	28.74

PRSUs:
Total fair value of PRSUs vested	$	7.8	$	6.9	$	8.2
Per share weighted average grant date fair value of PRSU grants	$	36.58	$	34.68	$	30.35

(1) There were no RSAs granted during the year ended December 31, 2022.

The following table summarizes the unamortized compensation expense, net of estimated forfeitures, of awards granted under our share-based plans as of December 31, 2023, as well as their related weighted-average remaining recognition period (in millions, except for periods):


	December 31, 2023
RSUs:
Unamortized compensation expense for RSUs	$	16.2
Weighted-average remaining recognition period (in years)	1.4





PRSUs:
Unamortized compensation expense for PRSUs	$	25.0
Weighted-average remaining recognition period (in years)	1.0


	Years Ended December 31,
	2023		2022		2021
Stock options	$	0.4	$	1.4	$	2.6
Restricted stock units	18.9		17.6		14.0
Restricted stock awards	0.6		1.3		2.4
Performance based restricted share unit awards	26.8		26.7		19.7
Total share-based compensation expense, before tax	46.7		47.0		38.7
Income tax benefit	(11.2)		(11.3)		(8.9)
Total share-based compensation expense, after tax	$	35.5	$	35.7	$	29.8


	Years Ended December 31,
	2023		2022		2021
Cost of products	$	1.9	$	1.6	$	1.2
Selling, general and administrative expenses	39.8		44.0		36.5
Research and development expenses	1.6		1.1		1.0
Other venue expenses	3.4		0.3		—
Total share-based compensation expense, before tax	46.7		47.0		38.7
Income tax benefit	(11.2)		(11.3)		(8.9)
Total share-based compensation expense, after tax	$	35.5	$	35.7	$	29.8