GOLF Acushnet Holdings Corp

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.          )

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o						Preliminary Proxy Statement
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ý						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material under §240.14a-12

Acushnet Holdings Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

Annual Meeting Information Date June 5, 2023

Dear Acushnet Stockholder: You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Acushnet Holdings Corp. to be held on June 5, 2023, beginning at 9:00 a.m. Eastern Daylight Time. For your convenience, we are pleased to inform you that the Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You may attend the Annual Meeting online, vote your shares electronically and submit your questions related to proposals (1) - (4) below during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GOLF2023. Details regarding how to attend the meeting online and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement. Proxy materials, which include a Notice of the Internet Availability of Proxy Materials, proxy statement and proxy card, accompany this letter. The enclosed proxy statement is first being mailed or made available to stockholders of Acushnet Holdings Corp. on or about April 21, 2023. We have also enclosed our 2022 Annual Report. At the Annual Meeting, you will be asked to consider and vote:

Time 9:00 a.m. EDT

Location Live webcast

01

To elect as directors the following nominees recommended by the Board of Directors: Leanne Cunningham, Gregory Hewett, Ho Yeon (Aaron) Lee, David Maher, Jan Singer, Steven Tishman, Yoon Soo (Gene) Yoon and Keun Chang (Kevin) Yoon;

02

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023;

03

To approve, in a non-binding advisory vote, the compensation paid to the named executive officers;

04

To determine, in a non-binding advisory vote, whether a non-binding stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years; and

05

To conduct any other business properly brought before the meeting.

Our Board of Directors unanimously recommends that you (i) approve the election of the individuals nominated to serve as directors; (ii) ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm; (iii) approve the compensation paid to the named executive officers; and (iv) determine that a non-binding stockholder vote to approve the compensation paid to our named executive officers should occur every year. Your vote is important to us and our business.  Even if you plan to attend the Annual Meeting, you are requested to sign, date and return the proxy card in the enclosed envelope or to vote by Internet or telephone pursuant to the instructions set forth in the enclosed proxy statement. We appreciate your continued support of Acushnet Holdings Corp.

333 Bridge St. Fairhaven, MA 02719 April 21, 2023

Sincerely, David E. Maher President and Chief Executive Officer

Notice of 2023 Annual Meeting of Stockholders

Annual Meeting Information Date June 5, 2023

The 2023 Annual Meeting of Stockholders of Acushnet Holdings Corp. will be held at 9:00 a.m. Eastern Daylight Time on June 5, 2023. You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/GOLF2023. You will need your 16-Digit Control Number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The Annual Meeting will be held for the following purposes:

Time 9:00 a.m. EDT

01

To elect as directors the following nominees recommended by the Board of Directors: Leanne Cunningham, Gregory Hewett, Ho Yeon (Aaron) Lee, David Maher, Jan Singer, Steven Tishman, Yoon Soo (Gene) Yoon and Keun Chang (Kevin) Yoon;

Location Live webcast

02

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023;

03

To approve, in a non-binding advisory vote, the compensation paid to the named executive officers;

04

To determine, in a non-binding advisory vote, whether a non-binding stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years; and

05

To conduct any other business properly brought before the meeting.

Only stockholders of record at the close of business on April 10, 2023 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. A list of such stockholders will be open to examination, during regular business hours, by any stockholders for at least ten days prior to the Annual Meeting at our offices at 333 Bridge Street, Fairhaven, Massachusetts 02719, and electronically during the Annual Meeting at www.virtualshareholdermeeting.com/GOLF2023 when you enter your 16-Digit Control Number. Stockholders holding a majority of the voting power of the issued and outstanding shares of the Company entitled to vote, present or represented by proxy, at the Annual Meeting will constitute a quorum.

333 Bridge St. Fairhaven, MA 02719 April 21, 2023

By Order of the Board of Directors, Roland A. Giroux Executive Vice President, Chief Legal Officer and Corporate Secretary

YOUR VOTE IS IMPORTANT You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, you are requested to read the enclosed proxy statement and to vote by mail by marking, signing, dating and returning the accompanying proxy as soon as possible or by Internet or telephone pursuant to the instructions set forth in the proxy statement. If you prefer, you may also cast your vote electronically when attending the Annual Meeting virtually. If you hold your shares in "street name," your broker, bank or other nominee cannot vote your shares on your behalf with respect to Proposals 1, 3 or 4 until it receives your voting instructions. If you do not provide voting instructions over the Internet, by telephone or by returning a voting instruction form, your shares will not be voted with respect to those matters, except that if your shares are held by a broker, your broker may vote shares on your behalf on Proposal 2 without instruction. Details regarding how to attend the meeting online and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 5, 2023.

The proxy statement and annual report to stockholders are available at www.proxyvote.com.

Proxy Statement for the
2023 Annual Meeting of Stockholders
of Acushnet Holdings Corp.

Table of Contents

General Information About The Annual Meeting and Voting			2
Proposal 1–Election of Directors			14
Information About Our Board of Directors and Corporate Governance			23
Corporate Governance Guidelines			23
Board Leadership Structure			23
Meetings of the Board of Directors and its Committees			25
Stockholder Engagement			26
Executive Sessions			26
Role of the Board in Risk Oversight			26
Director Nominations			26
Code of Business Conduct and Ethics			27
Corporate Social Responsibility			27
Controlled Company Exemption			32
Director Independence			32
Compensation Committee Interlocks and Insider Participation			32
Proposal 2–Ratification of Independent Registered Public Accounting Firm			34
Report of the Audit Committee			36
Proposal 3–Non-Binding Vote on Executive Compensation			38
Proposal 4–Non-Binding Vote on Frequency of Stockholder Votes on Executive Compensation			40
Executive Compensation–Compensation Discussion and Analysis			42
Introduction			42
Executive Transitions			42
Executive Compensation Governance Practices and Principles			42
Role of the Compensation Committee, the Board and Executives in Compensation Decisions			43
Say on Pay Vote Outcome and Stockholder Engagement			44
Resources Guiding Compensation Decisions			44
Components of our Executive Compensation Program			45
Base Salary			46
Annual Cash Incentives			46
Long-Term Incentives			48
Benefits and Perquisites			51
Retirement Plans			51
Retiree Health Benefits			51
Deferred Compensation			52
Severance and Change in Control Arrangements			52

Executive Agreements			52
Stock Ownership Policy			53
Clawback Policy			53
Executive Hedging and Pledging Policy			53
Compensation Risk Assessment			53
Tax Considerations			54
Report of the Compensation Committee			55
Summary Compensation Table			56
Grants of Plan-Based Awards in 2022			58
Outstanding Equity Awards as of December 31, 2022			59
Stock Vested in 2022			61
Pension Benefits for 2022			62
Nonqualified Deferred Compensation for 2022			64
Potential Payments Upon Termination or Change in Control			65
Severance and Change in Control Arrangements			67
Director Compensation			69
Securities Authorized for Issuance under Equity Compensation Plans			71
Pay Ratio Disclosure			72
Pay vs. Performance Disclosure			73
Principal Stockholders			77
Certain Relationships and Related Party Transactions			79
Other Matters			81

Proxy Statement for the 2023 Annual Meeting of Stockholders

Date June 5, 2023

GENERAL INFORMATION This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors for use at the 2023 Annual Meeting of Stockholders to be held at 9:00 a.m. Eastern Daylight Time on June 5, 2023 (the "Annual Meeting"), and any adjournments or postponements thereof. This Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. We believe that hosting a virtual meeting will enable more of our stockholders to attend the meeting because our stockholders can participate from any location with Internet access. By following the instructions in this proxy statement, stockholders are afforded the same rights and opportunities to participate as they would at an in-person meeting. Unless otherwise indicated, the terms "Company," "Acushnet," "we," "our" and "us" are used in this proxy statement to refer to Acushnet Holdings Corp. and its consolidated subsidiaries. The terms "Board" and "Board of Directors" refer to our Board of Directors. The term "Magnus" refers to Magnus Holdings Co., Ltd., a wholly-owned subsidiary of Fila Holdings Corp. ("Fila"), which controls a majority of the voting power of all outstanding shares of our common stock as of the close of business on April 10, 2023, the record date of the Annual Meeting (the "Record Date"). The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You are encouraged to read this entire proxy statement carefully before deciding how to vote.

Time 9:00 a.m. EDT

Location Live webcast

QUESTIONS AND ANSWERS

Q

What is a proxy statement and what is a proxy?

A

A proxy statement is a document that U.S. Securities and Exchange Commission (the "SEC") regulations require us to give to you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote the stock you own. This other person is called a proxy or proxy holder. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated David Maher, our President and Chief Executive Officer, and Roland Giroux, our Executive Vice President, Chief Legal Officer and Corporate Secretary, as proxies or proxy holders for the Annual Meeting.

Q

What is the Notice of Internet Availability of Proxy Materials that I received instead of complete proxy materials?

A

SEC rules allow companies to furnish proxy materials, including this proxy statement and our Annual Report, by providing access to these documents on the Internet instead of mailing printed copies of our proxy materials to stockholders. Most stockholders have received a Notice of Internet Availability of Proxy Materials (the "Notice"), which provides instructions for accessing the proxy materials on a website or for requesting electronic or printed copies of the proxy materials. The electronic delivery option lowers costs and reduces the environmental impact of printing and distributing the materials. If you want a paper copy of the proxy materials for the Annual Meeting and for all future meetings, please follow the instructions in the Notice for requesting such materials.

Q

How can I access the proxy materials over the Internet?

A

You may view and also download our proxy materials, including our Annual Report, at www.proxyvote.com. Please see the instructions below regarding how to submit your vote.

Q

Who can vote at the Annual Meeting?

A

Only stockholders of record as of the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 67,361,562 shares of common stock outstanding and entitled to vote. Stockholders are not permitted to cumulate their votes in the election of directors. Stockholder of Record: Shares Registered in Your Name If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare, then you are a stockholder of record. As a stockholder of record, you may attend the Annual Meeting and vote electronically during the Annual Meeting or vote by proxy, or follow the instructions under "How do I vote?" to vote prior to the Annual Meeting. Whether or not you plan to attend the meeting, we urge you to vote by proxy or in advance of the meeting to ensure your vote is counted if you decide not to or are unable to attend the virtual Annual Meeting.

CONTINUED FROM PREVIOUS PAGE

A

Beneficial Owner: Shares Registered in the Name of a Broker or Bank ("Street Name") If, on the Record Date, your shares were held in an account at a broker, bank or other similar organization, then you are the beneficial owner of shares held in "street name" and our proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also able to vote your shares online or by telephone in advance of the Annual Meeting or during the virtual Annual Meeting by following the instructions under "How do I vote?" To participate and vote your shares at the Annual Meeting or in advance of the Annual Meeting, you will need the 16-Digit Control Number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Whether or not you plan to attend the meeting, we urge you to vote by proxy or in advance of the meeting to ensure your vote is counted if you decide not to or are unable to attend the virtual Annual Meeting.

Q

What am I being asked to vote on?

A

There are four proposals scheduled to be voted on at the meeting: •Election of Ms. Leanne Cunningham, Mr. Gregory Hewett, Mr. Ho Yeon (Aaron) Lee, Mr. David Maher, Ms. Jan Singer, Mr. Steven Tishman, Mr. Yoon Soo (Gene) Yoon and Mr. Keun Chang (Kevin) Yoon as directors. •Ratification of the appointment of PricewaterhouseCoopers LLP as Acushnet's independent registered public accounting firm for the fiscal year ending December 31, 2023. •Approval, in a non-binding advisory vote, of the compensation paid to the named executive officers. •Determination, in a non-binding advisory vote, of whether a non-binding stockholder vote to approve the compensation paid to our named executive officers should occur every one, two or three years.

Q

How does the Board recommend that I vote?

A

The Board of Directors unanimously recommends that all stockholders vote: •FOR the election of Ms. Leanne Cunningham, Mr. Gregory Hewett, Mr. Ho Yeon (Aaron) Lee, Mr. David Maher, Ms. Jan Singer, Mr. Steven Tishman, Mr. Yoon Soo (Gene) Yoon and Mr. Keun Chang (Kevin) Yoon as directors. •FOR the ratification of the appointment of PricewaterhouseCoopers LLP as Acushnet's independent registered public accounting firm for the fiscal year ending December 31, 2023. •FOR the approval of the compensation paid to the named executive officers. •ONE YEAR with respect to the frequency of non-binding stockholder votes to approve the compensation paid to our named executive officers.

Q

What if another matter is properly brought before the meeting?

A

We will consider other business that properly comes before the meeting in accordance with Delaware law and our Amended and Restated Bylaws (the "Bylaws"). As of the date of this Proxy Statement, the Board did not know of any other matters to be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, the persons named in the accompanying proxy will vote on those matters according to their best judgment.

Q

How do I vote?

A

The procedures for voting are as follows: Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record, you may vote online at the Annual Meeting. You may also vote prior to the Annual Meeting over the Internet, by telephone or by proxy using the enclosed proxy card. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted if you decide not to attend the meeting. You may still attend the meeting and vote electronically during the meeting even if you have already voted by proxy. •If you are a stockholder of record, you may vote your shares at the Annual Meeting by following the instructions provided on the Notice and logging in to www.virtualshareholdermeeting.com/GOLF2023. You will be asked to provide the 16-Digit Control Number from your Notice. •If you received printed proxy materials, you may submit your proxy by completing, signing and dating the proxy card and returning it promptly in the envelope provided. Mailed proxy cards must be received no later than June 4, 2023 to be counted. If you return your signed proxy card to us by June 4, 2023, we will vote your shares as you direct. •To submit your proxy by telephone or the Internet, please follow the instructions provided on the proxy card. Your vote must be received by 11:59 p.m., Eastern Daylight Time on June 4, 2023 to be counted. Beneficial Owner: Shares Registered in the Name of a Broker or Bank ("Street Name") If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a notice containing voting instructions from that organization. Simply follow the voting instructions in those materials to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. You are also invited to attend the Annual Meeting. To participate and vote your shares at the Annual Meeting, you will need the 16-Digit Control Number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted if you decide not to attend the virtual meeting.

Q

What do I need to do to attend the Annual Meeting?

A

We will host the Annual Meeting live via webcast. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/GOLF2023. If you were a stockholder or joint holder as of the Record Date, or you hold a valid proxy for the Annual Meeting, including beneficial owners who have received a 16-Digit Control Number on their Notice, you can vote at the Annual Meeting. A summary of the information you need to attend the Annual Meeting online is provided below: •Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/GOLF2023; •Webcast starts at 9:00 a.m. Eastern Daylight Time on June 5, 2023; •Stockholders who received a 16-Digit Control Number may vote and submit questions while attending the Annual Meeting via the Internet; and •You will need your 16-Digit Control Number to enter and vote your shares during the Annual Meeting.

Q

How many votes do I have?

A

On each matter to be voted upon, each stockholder will have one vote for each share of common stock owned by that stockholder as of the Record Date for the Annual Meeting.

Q

Who will count the vote?

A

Representatives of Broadridge Financial Solutions Inc. will tabulate the votes and will act as inspectors of election.

Q

What are "broker non-votes"?

A

Broker non-votes occur when a beneficial owner of shares held in "street name" does not give instructions to the broker, bank or other nominee holding the shares as to how to vote on matters deemed "non-routine" by the New York Stock Exchange ("NYSE"). Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker, bank or other nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker, bank or other nominee can still vote the shares with respect to matters that are considered "routine," but not with respect to "non-routine" matters. Under NYSE rules, Proposals 1, 3 and 4 are "non-routine" matters and Proposal 2 is a "routine" matter.

Q

What happens if I do not vote?

A

Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record and do not vote by Internet, telephone, completing your proxy card or by attending the Annual Meeting virtually, your shares will not be voted and your shares will not be counted as "present" for purposes of determining whether a quorum is present at the Annual Meeting. Beneficial Owner: Shares Registered in the Name of a Broker or Bank ("Street Name") If you are a beneficial owner and do not instruct your broker, bank or other nominee how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is a "routine" matter. Brokers and other nominees can use their discretion to vote "uninstructed" shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. Under the rules of the NYSE, Proposals 1, 3 and 4 are considered non-routine matters, and your broker or nominee may not vote your shares on Proposals 1, 3 and 4 without your instructions. Proposal 2 is considered a routine matter, and your broker or nominee may vote your uninstructed shares on Proposal 2.

Q

How can I find out the results of the voting at the Annual Meeting?

A

Preliminary voting results are expected to be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Q

How many votes are needed to approve each proposal?

A

•For Proposal 1, the election of each director nominee is determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy and entitled to vote on the election of directors. "Plurality" means that the director nominees receiving the largest number of votes cast "FOR" will be elected. Votes may be cast in favor of or withheld with respect to the director nominee. Votes that are withheld and broker non-votes will have the same effect as an abstention and will not count as a vote "FOR" or "AGAINST" a director. •For Proposal 2, the appointment of PricewaterhouseCoopers LLP must receive the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as a vote "AGAINST" the proposal. Brokers may vote uninstructed shares with respect to Proposal 2. •For Proposal 3, the non-binding advisory vote on the compensation paid to the named executive officers, approval of the proposal requires the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as a vote "AGAINST" the proposal. Broker non-votes will have no effect on the outcome of Proposal 3. • For Proposal 4, determination of the frequency of non-binding stockholder votes to approve the compensation paid to our named executive officers must receive the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have no effect on this advisory vote because only votes indicating a preference for the frequency of the advisory vote on executive compensation will be considered. Broker non-votes will have no effect on the outcome of Proposal 4. As of the Record Date, Magnus beneficially owned and had the right to vote 34,935,480 of the outstanding shares of our common stock (representing 51.9% of the voting power) and has advised us that they intend to vote all such shares in favor of each of Proposals 1, 2 and 3 and for "one year" with respect to Proposal 4. If Magnus votes as indicated, each of Proposals 1, 2 and 3 will be approved and the frequency of non-binding stockholder votes to approve the compensation paid to our named executive officers will occur every year.

Q

Who is paying for this proxy solicitation?

A

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies, although we will reimburse them for their reasonable out-of-pocket expenses. We will also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Q

What is the quorum requirement?

A

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares of our common stock entitled to vote at the Annual Meeting are present, either in person or by proxy at the Annual Meeting. On the Record Date, there were 67,361,562 shares of common stock outstanding and entitled to vote. Abstentions, withheld votes and broker non-votes are counted for determining whether a quorum is present. If there is no quorum, the chairperson or the holders of a majority of shares present in person or represented by proxy and entitled to vote at the meeting may adjourn the meeting to another date. Magnus has advised us that they will be present, either in person or by proxy, at the Annual Meeting. If Magnus attends, a quorum will be present. In accordance with our Bylaws, stockholders and proxy holders electronically attending the virtual annual meeting will be deemed present "in person" for the purposes of satisfying the foregoing ownership requirements.

Q

What does it mean if I receive more than one set of proxy materials?

A

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. You should complete each of the proxy cards to ensure that all of your shares are voted. You may consider registering all of your brokerage accounts in the same name and address for better service. If you wish to do so, you should contact your broker, bank or nominee for more information. Our stock transfer agent, Computershare, can be contacted at 800-736-3001 (within the United States and Canada) or 781-575-3100 (outside the United States and Canada) or by visiting their website at www.computershare.com/investor.

Q

Can I change my vote after submitting my proxy?

A

Yes. You can revoke your proxy at any time prior to the vote at the Annual Meeting. If you voted by Internet, telephone or mail and are a stockholder of record, you may change your vote and revoke your proxy by: •delivering written notice of revocation to our Corporate Secretary, 333 Bridge Street, Fairhaven, MA 02719 provided such statement is received no later than 5:00 p.m. on June 4, 2023; •voting again by Internet or telephone at a later time but before 11:59 p.m. Eastern Time on June 4, 2023; •submitting a properly signed proxy card with a later date that is received no later than June 4, 2023; or •attending the 2023 Annual Meeting, revoking your proxy and voting during the Annual Meeting. If you hold your shares in street name and you direct your bank, broker or other nominees on how to vote your shares, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy by attending the Annual Meeting via the Internet and voting using the 16-Digit Control Number on your Notice.

Q

When are stockholder proposals and director nominations due for next year's annual meeting?

A

To be considered for inclusion in next year's proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), your stockholder proposal must be submitted in writing by December 15, 2023 to our Corporate Secretary, 333 Bridge Street, Fairhaven, Massachusetts 02719, and must comply with all applicable requirements of Rule 14a-8. To be considered in next year’s proxy materials pursuant to Rule 14a-19 under the Exchange Act, a stockholder who intends to solicit proxies in support of director nominees other than the Company’s nominees at the 2024 annual meeting of stockholders must deliver written notice to the Company setting forth the information required by Rule 14a-19 under the Exchange Act no later than April 8, 2024. If we change the date of the 2024 annual meeting of stockholders by more than 30 days from the date of this year’s Annual Meeting, your written notice must be received by the later of 60 days prior to the date of the 2024 annual meeting or the 10th calendar day following the day on which public announcement of the date of the 2024 annual meeting of stockholders is first made. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our Bylaws as described below. Our Bylaws provide that nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Company's notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or any authorized committee thereof or (c) by any stockholder of the Company who is entitled to vote at the meeting, who has complied with the notice procedures set forth in the Bylaws and who was a stockholder of record at the time such notice is delivered to the Company's Corporate Secretary. To be timely for our 2024 Annual Meeting of Stockholders, our Corporate Secretary must receive the written notice at our principal executive offices not earlier than one hundred twenty (120) days (February 6, 2024) nor later than ninety (90) days (March 7, 2024) prior to the first anniversary of the preceding year's annual meeting of stockholders (June 5, 2023).

Q

Whom should I contact if I have additional questions or would like additional copies of the proxy materials?

A

If you would like additional copies of this proxy statement (which copies will be provided to you without charge) or if you have questions, including the procedures for voting your shares, you should refer to the instructions on the Notice, or you can request materials at www.proxyvote.com.

Proposal One Election of Directors

Our Board of Directors currently consists of eight members. In accordance with our Amended and Restated Certificate of Incorporation in effect as of the date hereof, each elected director shall hold office for a term expiring at the Company's next annual meeting of stockholders and until a successor has been duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal from office. The authorized number of directors may be changed only by our Board of Directors. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the directors then in office. A director elected by the Board of Directors to fill a vacancy, including vacancies created by an increase in the number of directors, serves for the remainder of the previous director's full term or until the director's successor is duly elected and qualified or his or her death, resignation, retirement, disqualification or removal from office. The following table sets forth the names and certain other information for our directors and director nominees as of the date of this proxy statement. Sean Sullivan, one of our current directors, has informed the Company of his intent to resign from the Board of Directors, effective as of June 1, 2023, and as a result is not standing for re-election. Leanne Cunningham is standing for election by our stockholders for the first time at the Annual Meeting. Ms. Cunningham was approved by our Nominating and Corporate Governance Committee to serve on the Board upon the recommendation of a non-management director and with the assistance of a third-party search firm. Key biographical information for each of our director nominees is set forth below.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE LISTED NOMINEES.

Name						Age						Position						Director Since
David Maher						55						President and Chief Executive Officer and Director						2018
Yoon Soo (Gene) Yoon						77						Chairman						2011
Leanne Cunningham(1)						53						Director						Nominee
Gregory Hewett(2)(3)						54						Director						2016
Ho Yeon (Aaron) Lee(2)						40						Director						2022
Jan Singer (2)(4)						59						Director						2021
Sean Sullivan(3)(4)(5)						56						Director						2016
Steven Tishman(2)(3)						66						Director						2016
Keun Chang (Kevin) Yoon(4)						47						Director						2019

(1)Ms. Cunningham is expected join our Audit Committee, effective upon election to the Board.

(2)Member of our Compensation Committee.

(3)Member of our Audit Committee.

(4)Member of our Nominating and Corporate Governance Committee.

(5)Mr. Sullivan serves on the committees indicated, but is not standing for re-election in view of his upcoming resignation.

Tenure			Age

Ethnicity			Gender

Skill

G. Yoon

Cunningham

Hewett

Lee

Maher

Singer

Tishman

K. Yoon

Brand Building/Marketing

n

n

n

n

n

Consumer Products/Footwear/Apparel

n

n

n

n

n

n

n

n

Current/Former CEO/Executive

n

n

n

n

n

n

ESG/Sustainability

n

n

n

n

n

n

Finance

n

n

n

n

n

Global Supply Chain

n

n

n

n

n

International Business

n

n

n

n

n

n

n

n

M&A

n

n

n

n

n

Operations

n

n

n

n

n

n

Public Company Board/Governance

n

n

n

n

n

n

Strategic Planning

n

n

n

n

n

n

n

n

David Maher						Title: President, Chief Executive Officer, Director Age: 55 Director Since: 2018
						David Maher joined the Company in May 1991 and was appointed President and Chief Executive Officer of Acushnet Holdings Corp. and Acushnet Company, our operating subsidiary, effective January 1, 2018. From 2001 through 2017, Mr. Maher held a variety of roles at the Company’s Fairhaven, Massachusetts headquarters, including Vice President, Titleist U.S. Sales; Senior Vice President, Titleist Worldwide Sales and Global Operations; and Chief Operating Officer. Prior to that, Mr. Maher spent several years in Northern California as a Titleist Sales Representative and Northwest Regional Sales Manager, and previously gained valuable experience in the Company’s professional development program, working at the Company’s golf ball operations in Massachusetts, the FootJoy factory in Brockton, Massachusetts and in the Company’s Southern California golf club operations.
						Mr. Maher has served on our board of directors since March 2018 and brings to our Board of Directors extensive experience as an executive in the golf industry.

Yoon Soo (Gene) Yoon						Title: Chairman, Director Age: 77 Director Since: 2011
						Yoon Soo (Gene) Yoon has been the Chairman of Fila since 1994 and was the Chief Executive Officer of Fila from 1991 until March 2018. Fila's common stock is publicly traded and its shares are listed on the Korea Stock Exchange. Mr. Yoon served as the Chairman of the Board of Directors of Acushnet Company from 2011 to October 2016 and served as the President of Acushnet Holdings Corp. from 2011 until May 2016. Mr. Yoon is the father of Keun Chang (Kevin) Yoon.
						Mr. Yoon has knowledge and experience in consumer products and has experience as the Chairman of the Board of Directors of Acushnet Holdings Corp. since 2011.

Leanne Cunningham						Title: Director Age: 53 Director Since: New Nominee
						Leanne Cunningham has been Executive Vice President and Chief Financial Officer of the Brown-Forman Corporation since July 2021, responsible for Corporate Development, Corporate Strategy, Global Financial Planning and Analysis, Shareholder Relations and all Accounting and Finance functions. From 1995 through June 2021, Ms. Cunningham held a variety of roles at Brown-Forman, including SVP, Shareholder Relations from August 2019 to June 2021, SVP, General Manager from 2015 to 2019 where she oversaw production operations in over 13 countries, and VP, Finance Global Production from 2013 to 2015.
						Ms. Cunningham has been nominated to serve on our Board of Directors because of her multi-faceted background, operational experience in consumer products and financial expertise.

Gregory Hewett						Title: Director Age: 54 Director Since: 2016
						Gregory Hewett is the principal of GH Consulting LLC, a private consultancy for businesses and institutional investors that he founded in March 2015. Prior to that, Mr. Hewett served in various capacities at The Blackstone Group L.P. from August 2005 through February 2015, including most recently as a Senior Managing Director. Prior to joining Blackstone, Mr. Hewett served as a director in the Investment Banking Division of Credit Suisse First Boston, which he joined in 2000 when it acquired Donaldson, Lufkin & Jenrette, where he was an Associate in the Investment Banking Division. Prior to joining Donaldson, Lufkin & Jenrette, Mr. Hewett practiced law at Bryan Cave LLP.
						Mr. Hewett has served on our Board of Directors since October 2016, has a multi-faceted background and experience and knowledge in finance, business strategy and management.

Ho Yeon (Aaron) Lee						Title: Director Age: 40 Director Since: 2022
						Ho Yeon (Aaron) Lee has been the Chief Financial Officer of Fila since September 2021 and the Head of Fila's Corporate Strategy Office since January 2018, and held a number of other positions since joining Fila in 2016. Mr. Lee has also been the President of Magnus Holdings Corp. since March 2021 and a member of the board of directors of Fila Luxembourg S.à.r.l., a subsidiary of Fila, ("Fila Luxembourg") since 2019. Prior to joining Fila, Mr. Lee worked at Samsungbioepis Co., Ltd., assisting in development and commercialization of various biopharmaceutical products.
						Mr. Lee has served on our Board of Directors since July 2022. Mr. Lee was selected to serve as a director because of his knowledge and experience in operations within the consumer and sporting goods industry.

Jan Singer						Title: Director Age: 59 Director Since: 2021
						Jan Singer served as the Chief Executive Officer of J. Crew Group, Inc. ("J.Crew") from February 2020 to December 2020. Previously, Ms. Singer served as the Chief Executive Officer of Victoria's Secret Lingerie from 2016 to 2019 and the Chief Executive Officer of Spanx, Inc. from 2014 to 2016, in addition to previous roles at Nike, Reebok, Prada, Calvin Klein, and Chanel. Ms. Singer currently serves on the board of directors of the Brown Forman Corporation and previously served on the boards of directors of J.Crew, Supernova Partners Acquisition Co. III Ltd. and Kate Spade & Company. Ms. Singer has also provided consulting services to Fila Luxembourg since January 2023.
						Ms. Singer has served on our Board of Directors since November 2021 and was selected to serve as a director because of her varied background, knowledge and operational experience in consumer products and experience serving on other boards of directors.

Steven Tishman						Title: Director Age: 66 Director Since: 2016
						Steven Tishman is a Managing Director and Global Head of the Mergers and Acquisitions Group at Houlihan Lokey, where he is also a member of the firm's Management Committee, Co-Head of the firm's M&A Commitment Committee and a member of the firm's Corporate Finance Board of Directors. Mr. Tishman joined Houlihan Lokey in January 2012. Previously, Mr. Tishman was a Managing Director at Rothschild Inc., where he served from 2002 to 2012. Prior to joining Rothschild, Mr. Tishman was a Managing Director of Robertson Stephens Inc. from 1999 to 2002, and was a Senior Managing Director of Bear, Stearns & Co. Inc. from 1993 to 1999. Mr. Tishman is currently a trustee of GoodHaven Funds Trust and was previously a director of Cedar Fair L.P., Nautica Enterprises, Inc., Claire's Stores, Inc. and Odimo, Inc.
						Mr. Tishman has served on our Board of Directors since October 2016 and has extensive experience in finance and management and serving on other public company boards.

Keun Chang (Kevin) Yoon						Title: Director Age: 47 Director Since: 2019
						Keun Chang (Kevin) Yoon has been the President and Chief Executive Officer of Fila since March 2018. Fila's common stock is publicly traded and listed on the Korea Stock Exchange. Mr. Yoon also served as Chief Financial Officer and Executive Vice President of the Strategic Planning and Footwear Division of Fila from July 2016 until March 2018. Mr. Yoon has also served multiple roles including Manager of Footwear Sourcing, Vice President and Chief Financial Officer of Fila North America as well as other Fila affiliations from February 2009 until October 2016. Mr. Yoon led the successful turnaround of Fila North America and Fila. Mr. Yoon is the son of Yoon Soo (Gene) Yoon.
						Mr. Yoon has served on our Board of Directors since April 2019 and has knowledge and operational experience within the consumer and sporting goods industry.

VOTE REQUIRED AND BOARD RECOMMENDATION

						Our Board of Directors recommends that you vote "FOR" the election of Ms. Leanne Cunningham, Mr. Gregory Hewett, Mr. Ho Yeon (Aaron) Lee, Mr. David Maher, Ms. Jan Singer, Mr. Steven Tishman, Mr. Yoon Soo (Gene) Yoon and Mr. Keun Chang (Kevin) Yoon to serve as directors.

Information About Our Board and Corporate Governance

CORPORATE GOVERNANCE GUIDELINES
The Company's Corporate Governance Guidelines set forth the principles and practices by which the Board of Directors carries out its responsibilities. These Guidelines help effectively promote the best interests of both the Company and the Company's stockholders, while complying with all applicable laws, regulations and stock exchange requirements. Our Corporate Governance Guidelines set forth the practices the Board follows with respect to Board composition and selection, Board meetings, responsibilities of directors, Chief Executive Officer evaluation and succession planning, Board self-evaluation and Board committees and compensation. Our Corporate Governance Guidelines are overseen by the Nominating and Corporate Governance Committee and reviewed annually. These Guidelines may be found on our website at www.acushnetholdingscorp.com/investors under "Governance." The Board will review these guidelines as it deems necessary and appropriate.

Our Audit Committee currently consists of Mr. Sullivan(1), who serves as the Chair, and Messrs. Hewett and Tishman. Messrs. Sullivan, Hewett and Tishman qualify as independent directors under NYSE listing standards and the independence requirements of Rule 10A-3 of the Exchange Act. Our Board of Directors has determined that each of Messrs. Sullivan, Hewett and Tishman qualify as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K. The purpose of the Audit Committee is to assist our Board of Directors in overseeing: •the quality and integrity of our financial statements (including the effectiveness of internal controls over financial reporting); •our compliance with legal and regulatory requirements; •our independent registered public accounting firm's qualifications, performance and independence; and •the performance of our internal audit function. The Audit Committee also prepares the audit committee report required by the SEC to be included in our proxy statement.

Members Sean Sullivan (Chair) Gregory Hewett Steven Tishman

Our Board of Directors has adopted a written charter for the Audit Committee, which may be found at www.acushnetholdingscorp.com/investors under "Governance."

(1)Sean Sullivan has informed the Company of his intent to resign from the Board of Directors, effective as of June 1, 2023. Our Board of Directors has appointed Leanne Cunningham as a member of the Audit Committee, effective upon election to the Board. Ms. Cunningham qualifies as an independent director under NYSE listing standards and the independence requirements of Rule 10A-3 of the Exchange Act. Our Board of Directors has determined that Ms. Cunningham qualifies as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K.

Our Compensation Committee consists of Mr. Tishman, who serves as the Chair, Ms. Singer and Messrs. Hewett and Lee. As a controlled company, we are entitled to rely upon the exemption from the requirement under NYSE listing standards that we have a compensation committee composed entirely of independent directors. Notwithstanding the availability of this exemption, our Board of Directors has determined that each member of our Compensation Committee meets the independence requirements under NYSE listing standards and SEC rules and regulations, and that each of Ms. Singer and Messrs. Hewett and Tishman is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The purpose of the Compensation Committee is to assist our Board of Directors in discharging its responsibilities relating to: •setting the compensation of our executive officers and directors; •administering our incentive and equity-based compensation plans; and •preparing the compensation committee report and Compensation Discussion and Analysis required to be included in our proxy statement under the rules and regulations of the SEC. The charter of the Compensation Committee permits the committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more of our officers the authority to make awards to any employee of the Company, other than our executive officers, under our incentive compensation or other equity-based plans, subject to compliance with the applicable plan and the laws of our state of jurisdiction. In addition, the Compensation Committee has the authority under its charter to retain outside consultants or advisors. The Compensation Committee has engaged Pearl Meyer & Partners, LLC ("Pearl Meyer") to provide compensation consulting services to the Committee. Pearl Meyer provides the Compensation Committee with customized information and advice related to cash and equity compensation for the Board of Directors and our executive officers. These services include, but are not limited to: identification of peer companies for benchmarking, pay analysis, equity comparisons, pay trends and recommendations on compensation changes. Pearl Meyer reviews the peer benchmarking group annually and may make recommendations for replacement, including where a company has been acquired or merged. The Compensation Committee considers Pearl Meyer's recommendations for the Company's peer benchmarking group and is responsible for formally reviewing and approving the peer group. Pearl Meyer also periodically reviews our director compensation program.

Members Steven Tishman (Chair) Gregory Hewett Ho Yeon (Aaron) Lee Jan Singer

Our Board of Directors has adopted a written charter for the Compensation Committee, which may be found at www.acushnetholdings corp.com/investors under "Governance."

Our Nominating and Corporate Governance Committee currently consists of Mr. Yoon, who serves as the Chair, Ms. Singer and Mr. Sullivan(1). As a controlled company, we are entitled to rely upon the exemption from the requirement under NYSE listing standards that we have a nominating and corporate governance committee. Notwithstanding the availability of this exemption, our Board of Directors has determined to have this standing committee and that all members meet the independence requirements under NYSE listing standards and SEC rules and regulations. The purposes of the Nominating and Corporate Governance Committee are to, among other things: •identify individuals qualified to become directors, consistent with the criteria approved by our Board of Directors and select, or recommend that our Board of Directors select, the director nominees for the next annual meeting of stockholders or to fill vacancies or newly created directorships that may occur between such meetings, including the evaluation of candidates recommended by stockholders; •develop and recommend to our Board of Directors a set of corporate governance principles; •oversee the evaluation of our Board of Directors and management; •recommend members of our Board of Directors to serve on committees of our Board of Directors and evaluate the operations and performance of such committees; •oversee and approve the management continuity and succession planning process; •oversee the Company's Social Responsibility program, encompassing the Company's efforts with respect to environmental, social and governance matters of significance; and •otherwise take a leadership role in shaping our corporate governance.

Members Keun Chang (Kevin) Yoon (Chair) Jan Singer Sean Sullivan

Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, which may be found at www.acushnet holdingscorp.com/investors under "Governance."

(1)Sean Sullivan has informed the Company of his intent to resign from the Board of Directors, effective as of June 1, 2023.

Audit Committee			Compensation Committee			Nominating and Governance Committee
Oversees risks related to:			Oversees risks related to:			Oversees risks related to:
Financial statement integrity and quality			Executive and non-executive compensation policies			Governance structure and processes
Effectiveness of the internal control environment and the external auditors			Human capital management			Board/Management succession planning
Legal and regulatory compliance						Conflicts of interest
Related-party transactions						Environmental and social initiatives
Cybersecurity and information technology						Stockholder concerns

						Governance and Oversight Our Corporate Social Responsibility efforts are led and managed by senior management. The Nominating and Corporate Governance Committee has formal oversight of these efforts pursuant to its charter and is briefed by senior management periodically.

						Environmental Initiatives Our commitment to the environment is not new. Our U.S. golf ball manufacturing facilities produce almost zero landfill waste. In addition, we have invested in reducing energy, water usage and waste, and in increasing use of recycled and environmentally-friendly materials for many years.

2MW SOLAR ARRAY In 2022, Ball Plant 4 in Thailand completed construction of a photovoltaic array.

$16M INVESTMENT Investment of over $16 million in energy efficiency projects since 2007.

2,500T RECYCLED The Company's recycled golf ball subsidiary processes and resells over 2,500 tons of used golf balls annually.

•In 2020, we renewed our commitment to invest in highly efficient Combined Heat and Power ("CHP"), a technology proven to operate at higher efficiency and lower emission rates compared to the equivalent import of electricity and burning of fossil fuels, for manufacturing process operations and to heat the facilities. The 2020 project at Ball Plant II marks our third major capital investment in CHP and replaces an aging CHP system with a more reliable, state-of-the-art CHP system that will provide many years of highly efficient, on-site, heat and power production with reduced emissions.

•Between 2012 and 2014, we provided leadership in the early stages of large-scale solar development in Massachusetts by entering into long-term virtual power purchase agreements for five large-scale solar farm projects. By committing to purchase 100% of the utility bill credits associated with over 17,000 MWhs generated annually by these facilities, Acushnet played a critical role in financing the projects and bringing them online. In 2022, we built upon our long-standing commitment to solar energy by extending these agreements for another decade. These extensions secure 80% of our solar portfolio well into the future, and the energy generated will continue to displace electricity that would otherwise be generated from fossil fuels.

•In 2022, Ball Plant IV in Thailand finalized construction of an on-site, 2 MW rooftop solar array. The photovoltaic array produced nearly 1,200 MWh of energy within the first six months of operation.

•In 2018, Ball Plant IV received the "Green Star Award" from the Industrial Estate Authority of Thailand, signifying excellence in the areas of environmental management, environmental best practices and community engagement.

•We have invested over $16 million in energy efficiency projects since 2007, including LED lighting, high efficiency equipment and investment in a battery energy storage system that stores excess energy for use during peak demand periods, easing stress on the power grid, reducing greenhouse gas emissions and facilitating the continued growth of

•We monitor various regulatory lists of toxic/hazardous substances through regulatory tracking databases and regulatory alert services for any substances that may be of potential concern for our products. We then review all new ingredients to ensure that these materials are not included in products or are present only in amounts below any regulatory thresholds. Monitoring is supplemented with written certifications from suppliers concerning the absence of harmful chemicals in their products above regulatory threshold levels, such as TCLP constituents, REACH Restricted Substances or Substances of Very High Concern, and chemicals that are subject to specific regulation under the Toxic Substances Control Act.

•Comprehensive recycling, waste reduction, water conservation and reduction programs are in place in our global manufacturing facilities.

•PG Golf, the Company's recycled golf ball subsidiary, recovers, processes and resells approximately 2,500 tons of used golf balls annually, helping to put discarded rubber, surlyn and urethane products back into play. PG Golf employs numerous diving firms to recover golf balls from bodies of water and other hazards, recycles over 50 million golf balls per year collected from golf courses in 43 states, and in 2022, installed a new water recycling process that reduces water consumption by 5,000 gallons per day.

						Employee Safety, Health and Wellness As a global leader in the golf equipment industry, we prioritize employee safety and health in all of our facilities, including our golf ball, golf glove and golf shoe manufacturing facilities, our golf club assembly facilities, and our distribution centers and support operations worldwide. Led by a dedicated team of approximately 20 associates, the Company is committed to implementing best-in-class health and safety programs aimed at minimizing risks to our associates and complying with all applicable safety and health laws and regulations.

•Two of our U.S. golf ball manufacturing facilities are recognized by the U.S. Occupational Safety and Health Administration as "VPP Star" facilities. The VPP Star program is a "Voluntary Protection Program," by which eligible facilities voluntarily commit to an enhanced program of protection for their manufacturing associates. The operation of our facility in Thailand is virtually indistinguishable from our U.S. operations from a health and safety perspective and is certified to the ISO 9001 quality standard.

•The operation of our golf glove factory in Thailand is certified to the TLS 8001 Thai labor standard, ISO 9001 quality standard, ISO 14001 environmental standard and ISO 45001 occupational health and safety standard.

•The Company finished 2022 with an OSHA Recordable Incident Rate of 0.9 and an OSHA DART Rate of 0.5, which are 72% and 76% lower than the industry average, respectively.

•The Company did not have any product recalls in 2020, 2021 or 2022.

			We are founded on excellence, innovation, and talented and caring people. Diversity, inclusion and belonging drive our Brands by ensuring different perspectives produce the best products for our golfers and an environment of equity, integrity, and respect for our people. Through diversity of thought and experience, we create a collaborative culture where people feel safe and empowered to share their unique ideas. When all voices are heard, we are at our best.

•a recruiting strategy that connects us to talented external candidates from underrepresented groups;

•a global educational effort to inform associates about the importance of diversity in the workplace while celebrating people who have made progress toward equity and equality for all; and

•our efforts to ensure our DI&B strategy is embedded throughout our culture and the associate experience.

						Supply Chain and Human Rights We strive to do business with suppliers that share our commitment to ethical business principles. To support this goal, our Global Human Rights Policy and our long-standing Supplier Citizenship Policy (both available on our website at www.acushnetholdingscorp.com/investors under "Governance") establish guidelines for our associates and our supply chain that respect human rights, labor rights, workplace safety and protection of the environment.

						Community Engagement Our commitment extends to our community through direct Company engagement. We encourage our associates to give back by providing their time to the community and through monetary contributions.

•Partnership with the United Way through corporate fundraising, holiday giving and food, clothing and school supply drives.

•Partnerships with the Make-A-Wish Foundation and Dream on 3, providing customized sports dreams to children with life-altering or life-threatening conditions.

•Sponsorship of Folds of Honor, a nonprofit that provides educational scholarships to the children and spouses of fallen and disabled military service members.

•Food drives, financial contributions and related donations of excess cafeteria food to local homeless shelters delivered by volunteer associates.

Proposal Two Ratification of Independent Registered Public Accounting Firm

The Audit Committee has selected PricewaterhouseCoopers LLP ("PwC") as our independent registered public accountant and to audit our consolidated financial statements for the fiscal year ending December 31, 2023. The Board of Directors has determined that it would be desirable to request that the stockholders ratify such appointment. PwC was our independent registered public accounting firm for our 2022 audit. The Audit Committee's policy is to pre-approve all audit and permissible non-audit services to be provided by the independent registered public accounting firm, including the fees for those services, subject to the de minimis exception for non-audit services provided by SEC rules. Additionally, the Audit Committee may delegate to one or more members the authority to review and pre-approve any such services in between the Audit Committee's regular meetings. Any such pre-approval will be subsequently considered and ratified by the Audit Committee at the next regularly scheduled meeting. Before selecting PwC, the Audit Committee considered the firm's qualifications as independent registered public accountants and concluded that, based on its prior performance and its reputation for integrity and competence, it was qualified. The Audit Committee also considered whether any non-audit services performed for us by PwC would impair PwC's independence and concluded that they did not. If the stockholders do not ratify the selection of PwC, the Audit Committee may reconsider its selection. Even if the selection is ratified, the Audit Committee, in its sole discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of our Company and its stockholders.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF "PwC" AS OUR INDEPENDENT REGISTERED ACCOUNTING FIRM

						2022						2021
Audit Fees(1)						5,007,704						4,685,412
Audit-Related Fees(2)						189,878						122,475
Tax Fees(3)						697,357						788,169
All Other Fees(4)						10,378						14,248
Total						5,905,317						5,610,304

(1)"Audit Fees" consist of professional services rendered in connection with the audit of our annual financial statements, including audited financial statements presented in our annual report on Form 10-K, review of our quarterly financial statements presented in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. Audit fees also include $724,680 and $660,000, respectively, of expenses reimbursable by Fila for professional services rendered in connection with the audit of our 2022 and 2021 annual financial statements prepared on an International Financial Reporting Standards ("IFRS") basis and provided to Fila. Fila reimbursed us for the 2021 fees related to these services in April 2022 and has agreed to reimburse us for fees related to the preparation of the 2022 annual financial statements.

(2)"Audit-Related Fees" generally consist of assurance and related services, including audits of financial statements of employee benefit plans, that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not included under “Audit Fees” above.

(3)    "Tax Fees" include the aggregate fees billed in each such year for professional services rendered by the independent auditors for tax compliance and the preparation of tax returns and refund requests.

(4)    "All Other Fees" include the aggregate fees billed in each such fiscal year for products and services by the independent auditors that are not reported under "Audit Fees," "Audit-Related Fees" or "Tax Fees."

						Our Board of Directors recommends that you vote "FOR" the ratification of the appointment of PwC as our independent registered public accounting firm for fiscal 2023.

Report of the Audit Committee

Proposal Three Non-Binding Vote on Executive Compensation

						Our Board of Directors recommends that you vote "FOR" the approval of the compensation paid to our named executive officers.

Proposal Four Say-on-Frequency

•Holding an annual advisory vote allows shareholders to provide direct input on the Company's executive compensation philosophy, objectives, policies and practices as disclosed in the proxy statement each year;

•An annual advisory vote provides the Compensation Committee with the opportunity to evaluate its compensation decisions taking into account timely feedback provided by shareholders; and

•The Board of Directors believes that shareholder engagement leads to enhanced governance practices.

						Our Board of Directors recommends that you vote "ONE YEAR" with respect to how frequently a stockholder vote to approve, in a non-binding vote, the compensation paid to our named executive officers should occur.

Executive Compensation Compensation Discussion and Analysis

Name						Title
David Maher						President and Chief Executive Officer
Thomas Pacheco						Executive Vice President, Chief Financial Officer and Chief Accounting Officer
Mary Louise Bohn						President - Titleist Golf Balls
Steven Pelisek						President - Titleist Golf Clubs
Christopher Lindner						President - FootJoy

•aligns the interests of management with those of our stockholders;

•attracts, motivates and retains top-tier talent;

•promotes desired behavior without encouraging unnecessary and excessive risk; and

•rewards executives for superior performance when compared to the market and our competitors.

•Compensation levels should be sufficiently competitive to attract and retain the executive talent needed to achieve and maintain a leadership position in the markets in which the Company competes.

•A significant portion of total compensation should be tied to Company performance.

•Compensation should reflect each executive's position, responsibility and experience, and performance-based compensation should comprise a greater proportion of total compensation for senior positions.

•Incentive compensation should strike a balance between rewarding short-term and long-term performance.

Internal References						External References
•Historical company and individual performance						•Direct competitor and peer group pay data
•Business strategy and outlook						•Industry/broader market survey pay data
•Position criticality and demand						•Performance compared to competitors/market

Callaway Golf Company

G III Apparel Group

Steve Madden

Crocs, Inc.

Helen of Troy

Tempur Sealy International

Deckers Outdoor Corp.

Kontoor Brands, Inc.

Vista Outdoor Inc.

Energizer Holdings, Inc.

La-Z-Boy Incorporated

Wolverine Worldwide

Oxford Industries, Inc.

Element of Pay

Summary

Purpose

Base Salary

Fixed compensation provided for service in a particular role

Provide a secure form of income for executives

Annual Cash Incentive

Adjusted EBITDA(1) based incentive plan

Incentivize achievement of the annual operating plan

RSUs

Time-based equity awards

Retain executives over the long-term and align management and stockholder interests

PSUs

Performance-based equity awards that vest upon the achievement of operating income and return on invested capital metrics

Motivate executives to achieve superior business results that focus on profitability and the effective use of capital and also align management and stockholder interests

Other

Retirement benefits provided through a 401(k) Plan participant match, and limited perquisites, which may include reimbursement of golf club initiation fees and dues, financial planning services, and golf equipment, gear and wear

Encourage retirement savings and enhance visibility of the Company's brands in the golf industry

(1)“Adjusted EBITDA” represents net income (loss) attributable to Acushnet Holdings Corp. adjusted as described in Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations) of our Annual Report on Form 10-K for the year ended December 31, 2022.

Name						2022 Base Salary ($)
David Maher						1,035,000
Thomas Pacheco						545,000
Mary Louise Bohn						545,000
Steven Pelisek						545,000
Christopher Lindner						545,000

						Threshold  (50%)						Target (100%)						Maximum  (200%)
Adjusted EBITDA						$289.0M						$340.0M						$391.0M
Percentage of target						85%						100%						115%
Payout opportunity (as a % of target)						50%						100%						200%

2021			2020						2019						2018						2017
200.0%			121.0%						96.0%						105.3%						90.6%

Name						Targeted % of Base Salary (%)						Base Salary ($)						Target Incentive ($)
David Maher						115						1,035,000						1,190,250
Thomas Pacheco						65						545,000						354,250
Mary Louise Bohn						65						545,000						354,250
Steven Pelisek						65						545,000						354,250
Christopher Lindner						65						545,000						354,250

The Company achieved 2022 Adjusted EBITDA(1) of $338.4 million, which included Adjusted EBITDA resulting from the November acquisition of TPI EDU, LLC, Onbase University, LP and Racquetfit, LP, (together known as "TPI") leading providers of both golf and other sport-specific health, fitness and swing advice. The Compensation Committee exercised its discretion to exclude a portion of the 2022 Adjusted EBITDA attributable to TPI in the calculation of Adjusted EBITDA for annual incentive purposes, resulting in a 2022 Adjusted EBITDA of $338.1 million and an achievement level of 98.1% of the incentive target for each of the named executive officers. The Compensation Committee determined that these payouts were appropriate and did not exercise any additional positive or negative discretion with respect to the 2022 incentive program payouts, which are set forth in the table below.

Name						Incentive Target ($)						Achievement Level (%)						Incentive Payout ($)
David Maher						1,190,250						98.1						1,167,635
Thomas Pacheco						354,250						98.1						347,519
Mary Louise Bohn						354,250						98.1						347,519
Steven Pelisek						354,250						98.1						347,519
Christopher Lindner						354,250						98.1						347,519

(1)    See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Key Performance Measures,” Item 7 of Part II in our Annual Report on Form 10-K for the year ended December 31, 2022, for a reconciliation of Adjusted EBITDA to net income attributable to Acushnet Holdings Corp., the most directly comparable GAAP financial measure.

2020-2022 PSUs. Consistent with its compensation philosophy of aligning executive compensation with the Company’s long-term performance, the Compensation Committee granted PSUs in 2020 to the named executive officers employed by the Company at that time because it believed such grants incentivized the named executive officers to execute the Company's three-year strategic plan.