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Stock Plans and Share-Based Compensation | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock Plans and Share-Based Compensation | Stock Plans and Share-Based Compensation Equity Compensation Plans As of December 31, 2024, 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”). Upon the effective date of the 2022 Incentive Plan, we ceased granting awards under the 2004 Incentive Plan 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. No new awards may be granted under the 2004 Incentive 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 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. The following table summarizes shares authorized, available for future grant and outstanding under each of our plans as of December 31, 2024 (in millions):
| Authorized |  | Available(1) |  | Outstanding
2004 Incentive Plan | 33.0 |  |  | — |  |  | 1.0 |
2022 Incentive Plan | 16.0 |  |  | 9.8 |  |  | 2.9 |
Topgolf Equity Compensation Plans and Option Agreement | 3.4 |  |  | — |  |  | 0.6 |
Total | 52.4 |  |  | 9.8 |  |  | 4.5 |
(1) Includes shares subject to a full award value under the 2022 Incentive Plan’s fungible share ratio. PRSUs are counted against the share reserve based on “max” level of performance and may vest up to 200% of the “target” number of units (150% with respect to certain units granted in connection with the Topgolf merger), depending on the year granted and the terms of such awards.
Stock Options The following table summarizes our stock option activities for the year ended December 31, 2024 (in millions, except per share amounts and contractual term):
Options |  | Number of Shares |  | Weighted- Average Exercise Price Per Share |  | Weighted- Average Remaining Contractual Term |  | Aggregate Intrinsic Value
Outstanding at January 1, 2024 |  | 1.1 |  |  | $ | 28.44 |  |  |  |  |
Exercised(1) |  | — |  |  | $ | 7.23 |  |  |  |  |
Expired |  | (0.5) |  |  | $ | 27.48 |  |  |  |  |
Outstanding at December 31, 2024 |  | 0.6 |  |  | $ | 29.44 |  |  | 3.4 |  | $ | — |
Vested and expected to vest in the future at December 31, 2024 |  | 0.6 |  |  | $ | 29.44 |  |  | 3.4 |  | $ | — |
Exercisable at December 31, 2024 |  | 0.6 |  |  | $ | 29.44 |  |  | 3.4 |  | $ | — |
(1) A nominal number of stock options were exercised during the year ended December 31, 2024.
There were no stock options granted in 2023 or 2022, and as of December 31, 2024, there was no unamortized compensation expense related to stock options granted to employees under our share-based payment plans. The range of option prices for options which were exercisable as of December 31, 2024 was $9.37 to $35.14. The following table summarizes information related to intrinsic value and cash received related to option exercises for the periods presented below (in millions):
| Year Ended December 31,
| 2024 |  | 2023 |  | 2022
Intrinsic value for options exercised(1) | $ | — |  |  | $ | 1.7 |  |  | $ | 0.6 |
Cash received from exercise of options | $ | 0.1 |  |  | $ | 4.2 |  |  | $ | 0.7 |
(1) Intrinsic value for options exercised was nominal during the year ended December 31, 2024.
RSUs, RSAs, and PRSUs The following table summarizes activity for restricted stock units, restricted stock awards, and performance-based awards for the year ended December 31, 2024 (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, 2024 |  | 1.4 |  |  | $ | 24.13 |  |  | 0.8 |  |  | $ | 19.83 |  |  | 2.3 |  |  | $ | 32.71 |
Granted |  | 1.3 |  |  | $ | 13.25 |  |  | — |  |  | $ | — |  |  | 1.0 |  |  | $ | 19.01 |
Vested (1) |  | (0.8) |  |  | $ | 23.36 |  |  | — |  |  | $ | 29.52 |  |  | (1.4) |  |  | $ | 29.80 |
Target Award Adjustment (2) |  | — |  |  | $ | — |  |  | — |  |  | $ | — |  |  | 0.6 |  |  | $ | 29.40 |
Forfeited |  | (0.2) |  |  | $ | 18.48 |  |  | (0.8) |  |  | $ | 19.60 |  |  | (0.2) |  |  | $ | 32.40 |
Unvested at December 31, 2024 |  | 1.7 |  |  | $ | 16.81 |  |  | — |  |  | $ | — |  |  | 2.3 |  |  | $ | 27.85 |
(1) A nominal number of RSAs vested during the year ended December 31, 2024.
(2) Represents incremental shares earned by participants at a performance achievement in excess of 100% for awards previously granted.
The following table summarizes fair value of awards vested and the weighted-average grant date fair value per share of awards granted during the periods presented below (in millions, except for per share amounts):
| Years Ended December 31,
| 2024 |  | 2023 |  | 2022
RSUs: |  |  |  |  |
Total fair value of RSUs vested | $ | 19.1 |  |  | $ | 17.3 |  |  | $ | 17.2 |
Per share weighted-average grant date fair value of RSU grants | $ | 13.25 |  |  | $ | 22.78 |  |  | $ | 22.81 |
RSAs: |  |  |  |  |
Total fair value of RSAs vested | $ | 0.5 |  |  | $ | 1.3 |  |  | $ | 2.1 |
Per share weighted-average grant date fair value of RSA grants(1) | $ | — |  |  | $ | 19.60 |  |  | $ | — |
PRSUs: |  |  |  |  |
Total fair value of PRSUs vested | $ | 40.8 |  |  | $ | 7.8 |  |  | $ | 6.9 |
Per share weighted-average grant date fair value of PRSU grants | $ | 19.01 |  |  | $ | 36.58 |  |  | $ | 34.68 |
(1) There were no RSAs granted during the years ended December 31, 2024 and December 31, 2022.
The following table summarizes unamortized compensation expense, net of estimated forfeitures, and the weighted-average remaining recognition period of awards granted under our share-based compensation plans as of December 31, 2024 (in millions, except for periods):
| December 31, 2024
RSUs: |
Unamortized compensation expense for RSUs | $ | 14.7 |
Weighted-average remaining recognition period (in years) | 1.7
PRSUs: |
Unamortized compensation expense for PRSUs | $ | 19.0 |
Weighted-average remaining recognition period (in years) | 1.2
Share-Based Compensation Expense The table below summarizes amounts recognized for share-based compensation by award-type, net of estimated forfeitures, in our consolidated statement of operations for the periods presented (in millions):
| Years Ended December 31,
| 2024 |  | 2023 |  | 2022
Stock options | $ | — |  |  | $ | 0.4 |  |  | $ | 1.4 |
Restricted stock units | 15.1 |  |  | 18.9 |  |  | 17.6 |
Restricted stock awards | — |  |  | 0.6 |  |  | 1.3 |
Performance based restricted share unit awards | 21.9 |  |  | 26.8 |  |  | 26.7 |
Cash-settled restricted stock | 1.1 |  |  | — |  |  | — |
Total share-based compensation expense, before tax | 38.1 |  |  | 46.7 |  |  | 47.0 |
Income tax benefit | (9.1) |  |  | (11.2) |  |  | (11.3) |
Total share-based compensation expense, after tax | $ | 29.0 |  |  | $ | 35.5 |  |  | $ | 35.7 |
The table below summarizes amounts recognized for share-based compensation, net of estimated forfeitures, in our consolidated statement of operations for the periods presented (in millions):
| Years Ended December 31,
| 2024 |  | 2023 |  | 2022
Cost of products | $ | 1.6 |  |  | $ | 1.9 |  |  | $ | 1.6 |
Selling, general and administrative expenses | 33.7 |  |  | 39.8 |  |  | 44.0 |
Research and development expenses | 0.7 |  |  | 1.6 |  |  | 1.1 |
Other venue expenses | 2.1 |  |  | 3.4 |  |  | 0.3 |
Share-based compensation expense, before tax | 38.1 |  |  | 46.7 |  |  | 47.0 |
Income tax benefit | (9.1) |  |  | (11.2) |  |  | (11.3) |
Share-based compensation expense, after tax | $ | 29.0 |  |  | $ | 35.5 |  |  | $ | 35.7 |

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