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

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☒☐    Preliminary Proxy Statement

☐    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐☒    Definitive Proxy Statement

☐    Definitive Additional Materials

☐    Soliciting Material Under § 240.14a-12

Callaway Golf Company

(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)all boxes that apply):

                    , 2021April 8, 2022

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders (“Annual Meeting”) of Callaway Golf Company (the “Company”), which will be held on Wednesday, May 19, 2021,25, 2022, solely by means of remote communication in a virtual-only format, commencing at 8:00 a.m. (Pacific Time). You will not be able to attend the Annual Meeting physically. You will be able to attend and participate in the Annual Meeting online by visiting www.meetingcenter.io/210865261,www.meetnow.global/MDHNQQH, where you will be able to listen to the meeting live, submit questions and vote.

At the meeting, your Board of Directors will ask shareholders to (i) elect twelvefourteen directors; (ii) ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;2022; (iii) approve, on an advisory basis, the compensation of our named executive officers; and (iv) approve an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 240,000,000 to 360,000,000.Callaway Golf Company 2022 Incentive Plan. These matters are described more fully in the accompanying Proxy Statement, which you are urged to read thoroughly. Your Board of Directors recommends a vote “FOR” each of the director nominees, “FOR” ratification of the appointment of our independent registered public accounting firm, “FOR” the approval of the compensation of our named executive officers and “FOR” the amendment toapproval of the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 240,000,000 to 360,000,000.Callaway Golf Company 2022 Incentive Plan.

We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their shareholders by providing notice of and access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its shareholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our shareholders will not receive printed copies of our proxy materials unless requested, but instead will receive a notice with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability that is being sent to you.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, please vote as soon as possible. If you received the Notice of Internet Availability, a proxy card was not sent to you and you may vote only via the Internet unless you attend the virtual Annual Meeting or request that a proxy card and proxy materials be mailed to you. If you have requested that a proxy card and proxy materials be mailed to you, and you have received those materials, then you may vote via the Internet, by telephone or by mailing a completed proxy card. For specific voting instructions, please refer to the information provided in the accompanying Proxy Statement and in the Notice of Internet Availability.

Thank you for your continued interest in and support of Callaway Golf Company.

Sincerely,

Oliver G. (Chip) Brewer III

President and Chief Executive Officer

CALLAWAY GOLF COMPANY

2180 Rutherford Road

Carlsbad, California 92008

NOTICE OF 20212022 ANNUAL MEETING OF SHAREHOLDERS

Table of Contents

CALLAWAY GOLF COMPANY

2180 Rutherford Road

Carlsbad, California 92008

PROXY STATEMENT

20212022 ANNUAL MEETING OF SHAREHOLDERS

GENERAL INFORMATION

Why am I receiving these materials?

Callaway Golf Company (the “Company”) has prepared these materials for its 20212022 annual meeting of shareholders and any adjournment or postponement thereof (the “Annual Meeting”). The Annual Meeting is scheduled to be held on Wednesday, May 19, 2021,25, 2022, solely by means of remote communication in a virtual-only format, commencing at 8:00 a.m. (Pacific Time). You are invited to attend and are requested to vote on the proposals described in this Proxy Statement. The Company is soliciting proxies for use at the Annual Meeting.

The proxy materials were first sent or made available to shareholders on or about , 2021.April 8, 2022.

What is included in these proxy materials?

If you requested printed versions by mail, you will also receive a proxy card or voting instruction form.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules of the Securities and Exchange Commission (“SEC”), the Company uses the Internet as the primary means of furnishing proxy materials to its shareholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials to its shareholders who have not previously requested paper proxy materials with instructions on how to access the proxy materials over the Internet or request a printed copy of the materials, and for voting over the Internet.

Shareholders may follow the instructions in the Notice of Internet Availability of Proxy Materials to elect to receive future proxy materials in print by mail or electronically by email. The Company encourages its shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings and reduce the cost to the Company associated with the printing and mailing of proxy materials.

What items will be voted on at the Annual Meeting?

There are four items that shareholders may vote on at the Annual Meeting:

Will any other business be conducted at the Annual Meeting?

Other than the proposals described in this Proxy Statement, the Company knows of no other matters to be submitted to the shareholders at the Annual Meeting. If any other matter properly comes before the shareholders at the Annual Meeting, it is the intention of the persons named as proxy holders to vote upon such matters in accordance with the Board’s recommendation.

VOTING INFORMATION

Who may vote at the Annual Meeting?

Only holders of record of the Company’s common stock (the “Common Stock”) as of the close of business on March 23, 2021,29, 2022, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting. The Company had no other class of capital stock outstanding as of the record date, and no other shares are entitled to notice of, or to vote at, the Annual Meeting. To access the virtual Annual Meeting, you may visit www.meetingcenter.io/210865261.www.meetnow.global/MDHNQQH.

What is the difference between a shareholder of record and a beneficial owner of shares held in street name?

If, on the record date, your shares are registered directly in your name with the Company’s registrar and transfer agent, Computershare Trust Company, N.A., you are considered a shareholder of record with respect to those shares and the Company’s proxy materials have been made available to you by the Company. As a shareholder of record, you may vote at the Annual Meeting if you attend online or vote by proxy.

If your shares are held in a stock brokerage account, by a bank, broker, trustee or other nominee, you are considered the beneficial owner of shares held in street name and the Company’s proxy materials are being forwarded to you by your bank, broker, trustee or other nominee that is considered the owner of record of those shares. As the beneficial owner, you have the right to instruct your bank, broker, trustee or other nominee on how to vote your shares.

If I am a shareholder of record of the Company’s shares, how do I vote?

If you are a shareholder of record, there are four ways to vote:

Votes submitted by proxy via the Internet, by telephone or by mail must be received by 1:00 a.m., Pacific Time, on May 19, 2021.25, 2022. Votes may also be submitted during the virtual Annual Meeting.

If I am a beneficial owner of the Company’s shares held in street name, how do I vote?

If you are a beneficial owner of shares registered in the name of your bank, broker, trustee or other nominee, you will receive instructions from the holder of record that you must follow in order for your shares to be voted. The availability of telephonic or Internet voting will depend on your bank’s, broker’s, trustee’s or other nominee’s voting process. Please check with your bank, broker, trustee or other nominee and follow the voting instructions they provide to vote your shares.

If you wish to attend the virtual Annual Meeting and participate in and vote your shares at the virtual Annual Meeting, you must register online in advance. To register online in advance, you must obtain a “legal proxy” from your bank, broker, trustee or other nominee that holds your shares. Once you have received a legal proxy from your bank, broker, trustee or other nominee, please email a scan or image of it to our transfer agent, Computershare, at legalproxy@computershare.com, with “Legal Proxy” noted in the subject line. You may also mail your legal proxy to Computershare, Callaway Golf Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. If you do request a legal proxy from your bank, broker, trustee or other nominee, the issuance of the legal proxy will invalidate any prior voting instructions you have given and will prevent you from giving any further voting instructions to your bank, broker, trustee or other nominee to vote on your behalf, and, in that case, you would only be able to vote at the virtual Annual Meeting. Requests for registration must be received by Computershare no later than 5:00 p.m., Eastern Time, on May 14, 2021.20, 2022.

Upon receipt of your valid legal proxy, Computershare will provide you with a control number by email. Once provided, you can attend and participate in the virtual Annual Meeting by accessing the link www.meetingcenter.io/210865261www.meetnow.global/MDHNQQH and selecting “I have a Control Number.“Join Meeting Now,” Enterand then entering the control number provided by Computershare and the password, which is ELY2021.Computershare.

How are proxies voted?

All shares represented by valid proxies received on a timely basis prior to the taking of the vote at the virtual Annual Meeting will be voted and, where a shareholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the shareholder’s instructions. Similarly, if you transmit your voting instructions by telephone or via the Internet, your shares will be voted as you have instructed.

What happens if I do not give specific voting instructions?

Shareholders of Record. If you are a shareholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, then your shares will be voted at the virtual Annual Meeting in accordance with the Board’s recommendation on all matters presented for a vote at the virtual Annual Meeting. Similarly, if you sign and return a proxy card but do not indicate how you want to vote your shares for a particular proposal or for all of the proposals, then for any proposal for which you do not so indicate, your shares will be voted at the virtual Annual Meeting in accordance with the Board’s recommendation.

Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then, under applicable New York Stock Exchange (“NYSE”) rules, the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on that matter with respect to your shares. This is generally referred to as a “broker non-vote.”

Which proposals are considered “routine” or “non-routine”?

The ratification, on an advisory basis, of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm is considered a routine matter. A bank, broker, trustee or other nominee may generally vote your shares on routine matters even without receiving instructions from you, and therefore no broker non-votes are expected with respect to this proposal.

The election of directors, approval, on an advisory basis, of the compensation of the Company’s named executive officers and approval of the amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 240,000,000 to

proposals without receiving instructions from you, and therefore broker non-votes may occur with respect to these proposals.

How does the Board recommend that I vote?

The Board recommends that you vote:

By returning your proxy via the Internet or by telephone or mail, unless you notify the Company’s Corporate Secretary in writing to the contrary, you are also authorizing the proxies to vote your shares in accordance with the Board’s recommendation on any other matter that may properly come before the Annual Meeting. The Company does not currently know of any such other matter.

What is the quorum requirement for the Annual Meeting?

As of the record date for the Annual Meeting, there were 184,681,840 shares of Common Stock issued and outstanding. Under Delaware law and the Seventh Amended and Restated Bylaws of the Company (the “Company’s Bylaws”), the holders of a majority of the Common Stock issued and outstanding and entitled to vote at the Annual Meeting, present in person (including by virtual attendance) or represented by proxy, constitute a quorum for the transaction of business at the Annual Meeting. If you submit a properly executed proxy via the Internet or by telephone or mail, regardless of whether you abstain from voting on one or more matters, your shares will be counted as present at the Annual Meeting for the purpose of determining a quorum. Broker non-votes will also be counted as present for the purpose of determining the presence of a quorum at the Annual Meeting. The inspector of election will determine whether a quorum is present and will tabulate the votes cast at the Annual Meeting.

How many votes does each share have?

Holders of Common Stock have one vote for each share on any matter that may be presented for consideration and action by the shareholders at the Annual Meeting.

What is the voting requirement to approve each of the proposals?

Assuming a quorum is present at the Annual Meeting, the affirmative vote of the holders of a majority of the votes cast (meaning the number of shares voted “FOR” a nominee must exceed the number of shares voted “AGAINST” such nominee) is required for the election of each of the twelvefourteen nominees for director.

Assuming a quorum is present at the Annual Meeting, the affirmative vote of the holders of a majority of the shares having voting power present in person or represented by proxy at the Annual Meeting is required for (i) the ratification, on an advisory basis, of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, and (ii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers.

directors), abstentions are counted in the tabulation of shares present in person or represented by proxy and have the same effect as voting against a proposal. For the election of directors, abstentions do not count as a vote cast and will have no effect on the outcome of the proposal.

With regard to the election of directors, the ratification, on an advisory basis, of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm and the approval, on an advisory basis, of the compensation of the Company’s named executive officers, brokerBroker non-votes are not considered as votes cast (for the election of directors) or as shares having voting power present in person or represented by proxy (for suchall proposals other than the election of directors) and will not be counted toward the vote total and therefore will have no effect on the outcome of a proposal. With regard to the approval of the amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 240,000,000 to 360,000,000, a broker non-vote will have the same effect as voting against the proposal.

Can I change my vote or revoke my proxy after I have voted?

Shareholders of Record. You may revoke your proxy and change your vote at any time before your shares are voted at the Annual Meeting by taking any of the following actions:

Any written notice of revocation or later dated proxy that is mailed must be received by the Company’s Corporate Secretary before the close of business on May 18, 2021,24, 2022, and should be addressed as follows: Callaway Golf Company, Attention: Corporate Secretary, 2180 Rutherford Road, Carlsbad, California 92008. Alternatively, you may vote at the virtual Annual Meeting.

Beneficial Owners of Shares Held in Street Name. You must follow the instructions provided by your bank, broker, trustee or other nominee if you wish to change your vote.

Why did I receive more than one Notice of Internet Availability of Proxy Materials or proxy card?

If you receive more than one Notice of Internet Availability of Proxy Materials or proxy card, it means you hold shares that are registered in more than one account. To ensure that all of your shares are voted, please mark your votes and date, sign and return each proxy card, or vote your proxy via the Internet or by telephone as instructed on each proxy card.

Will there be a list of shareholders entitled to vote at the Meeting?

Yes, the Company will make a list of shareholders as of the close of business on March 29, 2022 available for examination at the Company’s principal executive offices at 2180 Rutherford Road, Carlsbad, California 92008, for ten days prior to the Annual Meeting by contacting the Corporate Secretary. Such list will also be available during the Annual Meeting on the online meeting portal.

Who is soliciting these proxies and who is paying the solicitation costs?

The cost of preparing, assembling, printing and mailing the Notice of Internet Availability of Proxy Materials and proxy materials and, if applicable, proxy card, and the cost of soliciting proxies

I share an address with another shareholder, and we received only one paper copy of the proxy materials. How can I obtain an additional copy?

With regard to the delivery of annual reports and proxy statements, under certain circumstances the SEC permits the Company to send a single set of such proxy materials or, where applicable, one Notice of Internet Availability of Proxy Materials, to any household at which two or more shareholders reside if they appear to be members of the same family (unless otherwise requested by one or more of such shareholders). Each shareholder, however, still receives a separate proxy card if he or she receives paper copies. This procedure, known as “householding,” reduces the amount of duplicate information received at a household and reduces mailing and printing costs as well. This year, the Company will be mailing primarily Notices of Internet Availability of Proxy Materials and only a small number of printed copies of the annual report and Proxy Statement to parties who have requested paper copies.

A number of banks, brokers and other third parties have instituted householding and have previously sent a notice to that effect to certain of the Company’s beneficial shareholders whose shares are registered in the name of the bank, broker or other third party. As a result, unless the shareholders receiving such notice gave contrary instructions, only one annual report and one Proxy Statement or one Notice of Internet Availability of Proxy Materials will be mailed to an address at which two or more such shareholders reside.

In addition, (i) if any shareholder who previously consented to householding desires to promptly receive a separate copy of the annual report and Proxy Statement or Notice of Internet Availability of Proxy Materials, for each shareholder at his or her same address, or (ii) if any shareholder shares an address with another shareholder and both shareholders at such address desire to receive only a single copy of the annual report and Proxy Statement or Notice of Internet Availability of Proxy Materials, then such shareholder should, if such shareholder is a beneficial shareholder, contact his or her bank, broker or other third party in whose name the shares are registered or, if such shareholder is a shareholder of record, contact the Company as follows: Callaway Golf Company, Attention: Investor Relations, 2180 Rutherford Road, Carlsbad, California 92008, telephone (760) 931-1771. Upon written or oral request, the Company will promptly deliver a separate copy of the annual report and Proxy Statement or Notice of Internet Availability of Proxy Materials to any shareholder at a shared address to which a single copy of such material was delivered.

How can I find out the results of the voting at the annual meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If final voting results are not available to the Company in time to file a Form 8-K within four business days after the meeting, the Company intends to file a Form 8-K to publish preliminary results and, within four business days after the final results are known, file an additional Form 8-K to publish the final results.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Corporate Governance Guidelines

Corporate governance is the system by which corporations ensure that they are managed ethically and in the best interests of their shareholders. The Company is committed to maintaining high standards of corporate governance, and the Board has adopted Corporate Governance Guidelines to provide the Company’s shareholders and other interested parties with insight into the Company’s corporate governance practices. The Corporate Governance Guidelines are reviewed regularly and updated as appropriate. The full text of the Corporate Governance Guidelines is available on the Company’s website at www.callawaygolf.com under Investor Relations—Corporate Governance. They address, among other topics:

Director Independence

The current size of the Board is thirteen members and, following the Annual Meeting, will be reduced to twelve directors.fourteen members. The Company’s Bylaws and Corporate Governance Guidelines provide that a substantial majority of the Company’s directors must be independent. A director is independent only if the director is not a Company employee and the Board has determined that the director has no direct or indirect material relationship to the Company. To be independent, a director must also satisfy any other independence requirements under applicable law or regulation and the listing standards of the NYSE. In evaluating a particular relationship, the Board considers the materiality of the relationship to the Company, to the director and, if applicable, to any organization with which the director is affiliated. To assist in its independence evaluation, the Board adopted categorical independence standards, which are listed in Appendix A to the Corporate Governance Guidelines. Compliance with these internal and NYSE independence standards is reviewed at least annually. The Board has determined that eleventwelve of the thirteenfourteen current directors are independent. Oliver G. Brewer III, the Company’s President and Chief Executive Officer, and Erik J Anderson are the only current directors who are not independent. For a description of the relationship that led to the Board’s determination that Mr. Anderson is not independent, see the section below entitled, “—Compensation Committee Interlocks and Insider Participation.” Therefore, a substantial majority of the Board members is independent, and all director nominees other than Mr. Brewer and Mr. Anderson are independent.

Director Qualifications

The Nominating and Corporate Governance Committee is responsible, among other things, for developing and recommending to the Board criteria for Board membership and for identifying and recruiting potential Board candidates based on the identified criteria in the context of the Board as a whole and in light of the Board’s needs at a particular time. The Nominating and Corporate Governance Committee has worked with the Board to identify certain minimum criteria that every candidate must meet in order to be considered eligible to serve on the Board: a candidate must (i) exhibit very high personal and professional ethics, integrity and values; (ii) not have any conflicting interest that would materially impair his or her ability to discharge the fiduciary duties of a director; (iii) be committed to the best interests of the Company’s shareholders and be able to represent fairly and equally all shareholders without favoring or advancing any particular shareholder or other

In addition to these minimum threshold criteria, the Board believes that, as a whole, the Board should possess a combination of skills, professional experience, and diversity of backgrounds necessary to oversee the Company’s business. In this regard, the Board has determined that one or more of its members, among other things, should (i) be currently serving as an active executive of another corporation, (ii) have prior experience as a chief executive officer or an operating executive with significant responsibility for operating results, (iii) have public company executive experience, (iv) have public company board experience, (v) have corporate governance experience, (vi) have executive compensation experience, and (vii) have consumer products experience. The Board also believes that one or more of its members should have functional expertise in each of finance, accounting, legal matters, investment banking, human resources and compensation, technology, manufacturing, international business, research and development, strategic planning, consumer sales and marketing, retail business, entertainment and hospitality, mergers and acquisitions, cybersecurity, and environmental, social and governance (“ESG”) matters. Potential candidates are evaluated based upon the factors described above as well as their independence and relevant business and industry experience.

The annual evaluation and assessment of the Board and its committees that is performed under the direction of the Nominating and Corporate Governance Committee enables the Board to update its determination of the skills and experience it seeks on the Board as a whole and in individual directors as the Company’s needs evolve and change over time. See the section below entitled, “—Annual Board and Committee Evaluation and Assessment.” In identifying director candidates from time to time, the Board or Nominating and Corporate Governance Committee may establish specific skills and experience that it believes the Company should seek in order to constitute a balanced and effective board of directors.

The Company is committed to inclusiveness and to pursuing diversity of the members of its Board in terms of background, experience, education, skills and perspective. Although the Board does not have a formal policy regarding diversity, it believes that ethnic, gender and cultural diversity among its members can provide distinct value and is important. As such, when considering a potential new candidate, the Nominating and Corporate Governance Committee and the Board consider candidates with diverse backgrounds in terms of knowledge, experience, skills, and other characteristics, in an effort to increase the Board’s ethnic, gender or cultural diversity. The Board currently includes twofour female members and one memberthree members who each self-identifies as a member of an underrepresented community.

The Board believes that its composition appropriately reflects the knowledge, experience, skills, diversity, and other characteristics required to fulfill its duties. In addition to the diversity of our directors’ skills and experience that the Nominating and Corporate Governance Committee considers, our nominees for director are also diverse in age, race and gender, which we believe allows our directors to better represent our customers, employees and other stakeholders.

Identification of Potential Director Candidates

The Nominating and Corporate Governance Committee uses a variety of methods for identifying director candidates, including professional search firms and recommendations from the Company’s officers, directors, shareholders or other persons. If a shareholder believes that he or she has identified an appropriate candidate who is willing to serve on the Board, the shareholder may submit a written recommendation to the Chair of the Nominating and Corporate Governance Committee, c/o Corporate Secretary at 2180 Rutherford Road, Carlsbad, California 92008. Such recommendation must include detailed biographical information concerning the recommended candidate, including a statement regarding the candidate’s qualifications. The Nominating and Corporate Governance Committee may require such further information and obtain such further assurances concerning the recommended

evaluates all other director candidates. In addition to bringing potential qualified candidates to the attention of the Nominating and Corporate Governance Committee as discussed above, a nomination of a person for election to the Board at an annual meeting of shareholders may be made by shareholders who meet the qualifications set forth in the Company’s Bylaws, including the requirement to provide certain specified information with respect to such shareholder and its candidate for nomination, and who make such nominations in a timely manner in accordance with the procedures set forth in the Company’s Bylaws, including the procedures described under the section entitled “Shareholder Nominations and Proposals” in this Proxy Statement.

Nomination Process

The Nominating and Corporate Governance Committee believes that the continuing service of qualified incumbents promotes stability and continuity on the Board and contributes to its ability to function effectively. The continuing service of qualified incumbents also provides the Company with the benefit of the familiarity with and insight into the Company’s affairs that its directors have accumulated during their tenure. As a result, in considering candidates for nomination for each annual meeting of shareholders, the Nominating and Corporate Governance Committee first considers the Company’s incumbent directors who desire to continue their service. The Nominating and Corporate Governance Committee will generally recommend to the Board an incumbent director for re-election if the Nominating and Corporate Governance Committee has determined that (i) the incumbent director continues to satisfy the threshold criteria described above, (ii) the incumbent director has satisfactorily performed his or her duties as a director during the most recent term and (iii) there exists no reason why, in the Nominating and Corporate Governance Committee’s view, the incumbent director should not be re-elected. If a Board vacancy becomes available as a result of the death, resignation or removal of an incumbent director or as a result of action taken by the Board to increase its size, the Nominating and Corporate Governance Committee proceeds to identify candidates who meet the required criteria and attributes.

Service on Other Public Boards

Under the Company’s Corporate Governance Guidelines, a director may not serve on the board of directors of more than four other public corporations in addition to the Company’s Board. A director who also serves as the chief executive officer of a publicly traded company should not serve on more than threetwo boards of publicly traded companies (including the company for which the director is CEO). In advance of accepting an invitation to serve on the board of another public corporation, directors should consult with the Board ChairmanChairperson or the Chair of the Nominating and Corporate Governance Committee to confirm that service on such other board does not interfere with the director’s service on the Company’s Board or create an unacceptable conflict of interest. Further, no member of the Audit Committee may serve on the audit committee (or board committee performing similar functions) of more than two other public corporations without the prior approval of the Company’s Board. Regardless of a director’s outside activities, a director is always required to be able to devote sufficient time and attention to the Company’s business and to the performance of the director’s duties as a member of the Company’s Board.

Majority Voting Standard

The Company’s Bylaws include a majority voting standard for the election of directors in uncontested elections, which are generally defined as elections in which the number of nominees does not exceed the number of directors to be elected at the meeting. In the election of directors, you may either vote “FOR” or “AGAINST” as to each nominee. Cumulative voting is not permitted. Under the majority voting standard, in uncontested elections of directors such as this election, each director must

In the event that a director nominee fails to receive an affirmative majority of the votes cast in an uncontested election, the Board, within its powers, may take any appropriate action, including decreasing the number of directors or filling a vacancy.

Under the Company’s Corporate Governance Guidelines, all nominees for director are required to tender, prior to the mailing of the proxy statement for the meeting at which they are to be re-elected as directors, irrevocable resignations that will be effective upon the occurrence of both (i) the failure to receive the required vote for re-election at any meeting at which they are nominated for re-election and (ii) the Board’s acceptance of such resignation. In the event that, in an uncontested election of directors, any nominee fails to receive the required vote for election or re-election, the Nominating and Corporate Governance Committee or, under certain circumstances, a committee of independent directors, will consider all factors it considers relevant, including, among other things, the reasons for any “against” votes, and will recommend to the Board whether or not to accept the nominee’s previously tendered resignation offer. The Board will consider such recommendation and will determine within 90 days from the date of the certification of the election results whether to accept the resignation. If the resignation is not accepted, the director will continue to serve until the director’s successor is duly elected and qualifies or until the director’s earlier resignation or removal. The Board is required to publicly disclose such determination. The director nominee who failed to receive the required vote for election or re-election does not participate in the Nominating and Corporate Governance Committee’s recommendation or the Board’s decision.

Shareholder Nominees—Proxy Access

The Company’s shareholders possess the right to nominate candidates to the Board through proxy access provisions of the Company’s Bylaws. The Company’s Bylaws permit any shareholder (or group of up to 20 shareholders) owning three percent or more of the Company’s outstanding Common Stock continuously for at least the previous three years to nominate a candidate for election to the Board and to include in the Company’s proxy materials for its annual meeting of shareholders. The maximum number of shareholder-nominated candidates is equal to the greater of (i) two or (ii) twenty percent of the number of directors then serving on the Board (rounding down to the closest whole number). Such nominations are subject to additional eligibility, procedural and disclosure requirements set forth in the Company’s Bylaws. The foregoing is a summary of Section 2.7 of the Company’s Bylaws and is qualified in its entirety by the text of that section. For additional information, see “Shareholder Nominations and Proposals—Requirements for Shareholder Proposals to be Considered for Inclusion in the Company’s Proxy Materials.”

Annual Board and Committee Assessment and Evaluation

Pursuant to the Company’s Corporate Governance Guidelines, the Board and each of its committees conduct, under the direction of the Nominating and Corporate Governance Committee, an annual assessment of their functionality and effectiveness, including an assessment of the skills and experience that are currently represented on the Board and that the Board will find valuable in the future given the Company’s current situation and strategic plans. As part of this process, the Nominating and Corporate Governance Committee invites input from each director on the performance of each of the other directors. The Nominating and Corporate Governance Committee considers individual director performance at least annually when deciding whether to nominate an incumbent director for re-election.

then the Board will appoint a lead independent director. The independent chairmanchairperson or the lead independent director, as the case may be, works with the Company’s Chief Executive Officer and the Company’s Corporate Secretary to set the Board’s work program and meeting agendas, presides over Board meetings and the executive sessions (without management) of the independent directors, coordinates the activities of the independent directors, and serves as a liaison between the Company’s Chief Executive Officer and the independent directors.

The Company currently separates the positions of Board ChairmanChairperson and Chief Executive Officer in recognition of the differences between the two roles. The Board ChairmanChairperson is currently John F. Lundgren, and Mr. Brewer is the Company’s Chief Executive Officer. Separating these positions and having the Board ChairmanChairperson lead the Board in its oversight responsibilities enables the Company’s Chief Executive Officer to focus on day-to-day business and his other responsibilities. Erik J Anderson also serves as the Vice ChairmanChairperson of the Board. The Board has determined that the Company’s Board leadership structure is the most appropriate at this time, given the specific characteristics and circumstances of the Company, and the unique skills and experience of each of Mr. Lundgren, Mr. Anderson and Mr. Brewer. Accordingly, because Mr. Lundgren, who is an independent director, is serving as Board Chairman,Chairperson, the Board therefore does not currently have a director with the title of lead independent director. A copy of the charter for the Board ChairmanChairperson position is available on the Company’s website at www.callawaygolf.com under Investor Relations—Corporate Governance—Board Memberships.

Risk Oversight

The Board oversees an enterprise-wide approach to risk management and works with the Audit Committee and management in executing its oversight responsibility for risk management. The Board generally oversees risks related to the Company’s strategic and operational objectives and is responsible for overseeing the amounts and types of risks taken by management in executing those objectives. In addition, the Board has delegated to the Audit Committee the responsibility for oversight of certain of the Company’s risk oversight and compliance matters, including oversight of (i) material legal proceedings and material contingent liabilities, (ii) the Company’s policies regarding risk assessment and management, (iii) the Company’s compliance programs with respect to legal and regulatory requirements and the Company’s Code of Conduct and (iv) the establishment of procedures for (a) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing and federal securities law matters and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting, internal accounting controls, auditing matters and federal securities law matters. The Board has delegated to the Nominating and Corporate Governance Committee the responsibility for overseeing any related party transactions.

On a day-to-day basis, it is management’s responsibility to manage risk and bring to the attention of the Board any significant risks facing the Company and the controls in place to manage those risks. As part of this responsibility, management conducts a periodic enterprise risk management assessment, which is led by the Company’s corporate audit department. All members of management responsible for key business functions and operations participate in this assessment. The assessment includes an identification, and evaluation of the likelihood and potential impact, of the top risks facing the Company and the controls in place to mitigate such risks as well as possible opportunities to reduce such risks. This report is shared with the Audit Committee and the full Board.

See “Executive Officer Compensation—Governance and Other Considerations—Risk Assessment of Compensation Programs” below for information regarding the Company’s risk assessment of its compensation programs.

Board Committees

The Board currently has three standing committees:

The Board has adopted written charters for each of the three standing committees that satisfy the applicable standards of the SEC and the NYSE, copies of which are available on the Company’s website at www.callawaygolf.com under Investor Relations—Corporate Governance—Board Committees. Upon request, the Company will provide to any person without charge a copy of such charters. Any such request may be made by contacting the Company’s Investor Relations Department by telephone at (760) 931-1771 or by mail at Callaway Golf Company, Attention: Investor Relations, 2180 Rutherford Road, Carlsbad, California 92008.

In addition, the Nominating and Corporate Governance Committee annually evaluates the performance of the Nominating and Corporate Governance Committee and assesses the adequacy of its written charter. Additional information regarding the Nominating and Corporate Governance Committee’s responsibilities can be found under the sections entitled “—Director Qualifications,” “—Identification of Potential Director Candidates,” “—Nomination Process” and “—Annual Board and Committee Assessment and Evaluation,” above.

Meetings and Director Attendance

During 2020, as a result of the Company’s financing and strategic transaction efforts, as well as matters relating to the COVID-19 pandemic,2021, the Board met 14seven times, and the independent directors met in executive session at sixfive of those meetings and determined that there was no need to meet in executive session at the other meetings; the Audit Committee met eight times; the Compensation Committee met six times; and the Nominating and Corporate Governance Committee met fourfive times.

Sustainability Program

In 2019, the Company, at the direction of its Chief Executive Officer andwith oversight from the Board of Directors, formally launched the Global Sustainability Program. The goal of this program is to bring increased awareness and structure to the Company’s existing social and environmental sustainability initiatives, while also enhancing the sustainability efforts across its global businesses. In connection with launching the Global Sustainability Program, with the goalCompany established an Executive Sustainability Committee comprising its Chief Executive Officer, Chief Financial Officer, all other executive officers, and the General Counsel. A Sustainability Core Team meets and then reports progress of enhancing and improving the Company’s overall performance with respectGlobal Sustainability Program quarterly to environmental and social sustainability.the Executive Sustainability Committee. Members of the Sustainability Core team membersTeam, known as Sustainability Champions, wereare employees who have been selected from throughout the organization at the executive and management levels to drive large-scale global enterprise-wideprojects that build upon the Company’s existing environmental and social sustainability efforts. Sustainability Champions also promote smaller-scale employee-driven initiatives and promote employee-driven projects at the local levels. These projects and initiatives are benchmarked against the sustainability frameworks published by the Global Reporting Initiative (“GRI”) and the Sustainability Accounting Standards Board (“SASB”) with respect to sustainability issues that are likely to affect the financial conditions or operating performances of companies in the consumer goods, apparel and apparelentertainment sectors.

The Company’s entire Board of Directors oversees the Global Sustainability Program createdand receives a more formalized platform withincomprehensive report regarding the program’s initiatives and progress on an annual basis. Additionally, the General Counsel of the Company provides a quarterly update to continue buildingthe Board’s Nominating and Corporate Governance Committee on the Company’s existinglatest third-party performance scores on ESG topics to maintain a consistent pulse on the Company’s ESG performance.

The Global Sustainability Program has played an integral role in assessing the Company’s material ESG concerns and ongoing efforts to preservedeveloping the Company’s sustainability strategy and protect the environment and conduct business ingoals. The Global Sustainability Program has also introduced a socially-responsible manner. This centralized platform also allows for enhanced collaborationvariety of new initiatives across the Company, including: establishing a quarterly internal sustainability newsletter; enhancing sustainability content on the Company’s website; and engaging employees globally to devise new sustainability action plans for the Company’s various brands which has a synergistic effect as the organization adopts a more holistic approach in standardizing and updating its sustainability policies and practices on a global scale.

Social Responsibility

The Company seeks to focus on social issues important to its employees, shareholders and customers, which include raising awareness with employees and within the Company’s supply chain about how the Company and its employees can make the right decisions on issues like product safety and work environments affecting those who help the Company make its products. In addition, the Company focuses on initiatives such as supporting diversity and inclusion efforts, implementing COVID-19 policies and procedures, and maintaining product safety and quality. These efforts are visible in the following areas among others:

Human Rights

Labor, Health & Safety

In connection with the Topgolf merger, Mr. Dundon and DDFS Partnership LP, an entity Mr. Dundon controls, collectively received approximately 18.6 million shares of Common Stock. Mr. Dundon advised the Company that he believes in the long-term prospects of the Company and that his preference was not to sell his shares. He therefore requested that the Company allow him to pledge a portion of the shares he controls as collateral for a credit facility so that he could employ the liquidity provided by such shares without having to sell them. The Board determined to permit Mr. Dundon to pledge approximately 5.5 million shares of Common Stock owned by DDFS Partnership LP as collateral for a credit facility until March 8, 2023 (the two year anniversary of the Topgolf merger). In evaluating Mr. Dundon’s request to pledge such shares, the Board considered, among other things, (i) that Mr. Dundon was only pledging less than 30% of the shares he controls and only until March 8, 2023, (ii) Mr. Dundon’s agreement that the amount to be borrowed would not exceed 45% of the value of the pledged shares on the funding date, and (iii) Mr. Dundon’s agreement that in the event of any margin call or shortfall associated with the underlying loan, Mr. Dundon would deposit sufficient cash or other securities into a margin account in an amount sufficient to ensure that the pledged shares are not foreclosed upon or otherwise sold into the market. Mr. Dundon also agreed that the pledged shares would not count toward his satisfaction of the Company’s stock ownership guidelines so long as such shares were pledged. Based on its evaluation, the Board concluded that the pledging arrangement does not pose an undue risk to the Company.

Compensation Committee Interlocks and Insider Participation

In 2020,2021, the Company’s executive officer compensation matters were handled by the Compensation Committee. The Company’s Compensation Committee is currently comprised of the following directors: Mses. Flanagan and Segre (Chair) and Messrs. Armacost, Baxter, Cushman, and Lundgren. During 20202021 and prior to May 12, 2020, Ronald S. Beard19, 2021, John C. Cushman served as a member of the Compensation Committee until his retirement at the 20202021 annual meeting of shareholders. During the times of their committee service during 2020,2021, all of such members (current and former) were determined to be independent and there were no compensation committee interlocks.

Mr. Brewer, the Company’s Chief Executive Officer and member of the Board, served as a member of the compensation committee of Topgolf International, Inc. (“Topgolf”) during 2020 and until the Company’s merger with Topgolf in March 2021. During that time, Mr. Anderson, a director of the Company, served as the Executive Chairman of Topgolf until the closing of the merger in March 2021.

Director Compensation

Directors who are not also Company employees are compensated for their service on the Board and its committees with a mix of cash and equity-based compensation. Directors are also reimbursed for their travel expenses incurred in connection with their duties, and receive other benefits, such as the right to use, and the right to purchase at a discount, the Company’s products.described below. As discussed above, the Compensation Committee periodically reviews the compensation and benefits the directors receive from the Company for service on the Board and on Board committees and recommends changes to the Board.

Mr. Brewer, as the Company’s President and Chief Executive Officer, does not receive any additional cash or equity-based compensation for serving on the Board.

In determining the reasonableness of the Company’s director compensation, the Compensation Committee periodically consults with, and reviews market data provided by, ourits independent compensation consultant. The primary source of the market data is from the same group of companies that are used for executive compensation determination purposes (the “Compensation Comparison Group”). We do not target a specific level of director compensation relative to the market reference information, but rather use such information, along with information on broader trends and practices, to help guide our decisions related to our director compensation program. In 2020, ourthe Compensation Committee’s independent compensation consultant reviewed our director compensation program relative to broad trends as well as practices of the Compensation Comparison Group and advised that

the director compensation be increased in 2021 to bring director compensation in line with market practices. The increases in the annual cash retainer and annual equity grant align individual director pay with peer levels.

Cash Compensation. Typically,Prior to May 2021, non-employee directors arewere paid an annual base cash compensation of $75,000.$75,000 and the Board Chairman was paid an additional annual $40,000 cash retainer. Non-employee directors who serve as chairs of Board committees are paid an additional annual retainer fee. The Chair of the Audit Committee is paid $15,000; the Chair of the Compensation Committee is paid $12,500; the Chair of the Nominating and Corporate Governance

Director Compensation in Fiscal Year 20202021

The following table summarizes the compensation of the Company’s non-employee directors for fiscal year 2020:2021:

(1) Mr. Lundgren was paid an additional $10,000$50,000 for service as Board Chairman.Chairperson. Mr. Fleischer was paid an additional $3,750$15,000 for service as Audit Committee Chair. Ms. Segre was paid an additional $3,125$12,500 for service as Compensation Committee Chair. Mr. Ogunlesi was paid an additional $2,500$10,000 for service as Nominating and Corporate Governance Committee Chair. In 2020, due to the COVID-19 pandemic, the members of the Board elected to forego their cash retainer for three out of the four quarters in 2020, resulting in the reduced cash retainers for 2020 set forth in the chart above.

(2) Represents the aggregate grant date fair value of restricted stock units (“RSUs”) calculated for financial reporting purposes for the year2021 utilizing the provisions of Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (“ASC 718”). See Note 15, “Share-Based17, “Stock Plans and Share-Based Compensation,” to the Company’s Audited Consolidated Financial Statements set forth in the Company’s Form 10-K for the year ended December 31, 20202021, filed with the SEC on March 1, 2022 (the “2021 Form 10-K”), for information concerning the ASC 718 values, which are based on the fair value of the Common Stock on the date of grant. In 2020,2021, each non-employee director who was re-elected to the Board on the date of our 2021 annual meeting was granted 8,2244,063 RSUs, with a grant date fair value of $101,073 as continuing service awards, which, subject to continued service, generally vest on the one-year anniversary of the grant date. In addition, each of Messrs. Anderson, Dundon and Marimow also received a prorated initial award of 573 RSUs upon their initial appointment to our Board in connection with the closing of our merger with Topgolf in March 2021, which awards vested on the first anniversary of the grant date. Ms. Holloway also received a prorated initial award of 1,833 RSUs upon her initial appointment to our Board in December 2021, which award vests on the first anniversary of the grant date. As of December 31, 2020, each2021, the non-employee directordirectors listed in the table above held 8,229the following RSUs including(including accrued share dividend equivalents, other thanequivalents): Mr. Beard, who did not hold any outstanding equity awards.Anderson, 4,636 RSUs; Mr. Armacost, 4,063 RSUs; Mr. Baxter, 4,063 RSUs; Mr. Cushman, no RSUs; Mr. Dundon, 4,636 RSUs; Ms. Flanagan, 4,063 RSUs; Mr. Fleischer, 4,063 RSUs; Ms. Holloway, 1,833 RSUs; Mr. Lundgren, 4,063 RSUs; Mr. Marimow, 4,636 RSUs; Mr. Ogunlesi, 4,063 RSUs; Ms. Segre, 4,063 RSUs; and Mr. Thornley, 4,063 RSUs. As of December 31, 2021, Mr. Anderson also held 155,455 options to purchase shares of our Common Stock, which options were assumed by us in connection with our merger with Topgolf in March 2021.

(3) Mr. BeardCushman did not stand for reelection at the 20202021 annual meeting and ceased serving on the Board on such date. He continues to serve as a Director Emeritus, for which he does not receive compensation, but is entitled to receive a limited amount of the Company’s golf club and golf ball products, free of charge, for his own personal use and the use of immediate family members residing in his household.

(4) Mr. Dundon chose to receive $50,000 of retainers earned in 2021 in the form of fully vested shares of our Common Stock and received an aggregate of 1,834 shares. The amount of the cash retainers that Mr. Dundon elected to receive in the form of shares is reflected in the “Fees Earned or Paid in Cash” column.

(5) Mr. Fleischer chose to receive $57,500 of fees earned in 2021 in the form of fully vested shares of our Common Stock and received an aggregate of 2,109 shares. The amount of the cash retainers that Mr. Fleischer elected to receive in the form of shares is reflected in the “Fees Earned or Paid in Cash” column.

(6) Mr. Ogunlesi chose to receive $55,000 of fees earned in 2021 in the form of fully vested shares of our Common Stock and received an aggregate of 2,018 shares. The amount of the cash retainers that Mr. Ogunlesi elected to receive in the form of shares is reflected in the “Fees Earned or Paid in Cash” column.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

The terms of all of the Company’s directors expire at the Annual Meeting. The current size of the Company’s Board is thirteenfourteen members. Pursuant to a Stockholders Agreement, dated as of October 27, 2020 (the “Stockholders Agreement”) entered into in connection with the Company’s merger with Topgolf, each of PEP TG Investments LP (“Providence”), DDFS Partnership LP and Dundon 2009 Gift Trust (together, “Dundon”) and TGP Investors, LLC, TGP Investors II, LLC and TGP Advisors, LLC (together, “WestRiver”), each of which became 5% or greater shareholders of the Company in connection with the Company’s merger with Topgolf, are parties to a Stockholders Agreement with the Company, dated as of October 27, 2020 (the “Stockholders Agreement”), pursuant to which each of Providence, Dundon and WestRiver have the right to designate one person (for a total of three persons) to be appointed or nominated, as the case may be, for election to the Board for so long as such shareholder maintains beneficial ownership of 50% or more of the shares of Common Stock owned by them on the closing date of the merger with Topgolf, which occurred on March 8, 2021. Accordingly, upon the completion of the Company’s merger with Topgolf on March 8, 2021, each of Scott M. Marimow, Thomas G. Dundon and Erik J Anderson (collectively, the “Topgolf Directors”) was appointed to the Board by Providence, Dundon and WestRiver, respectively, pursuant to the terms of the Stockholders Agreement. In connection with his appointmentAs of December 31, 2021, WestRiver no longer held sufficient shares to the Board, Mr. Anderson was also appointed as Vice Chairman of the Board. On February 24, 2021, Mr. John C. Cushman, III notified the Company that he plansmaintain its right to retire from the Board at the end of his current term as director and will not standdesignate a nominee for re-election to the Board at the Annual Meeting. Mr. Cushman has served as a director since 2003, and will remain involved with the Company following the Annual Meeting as a Director Emeritus.director. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board has determined that, in connection with Mr. Cushman’s retirement and decision to not stand for re-election to the Board, it is in the best interests of the Company and its shareholders to decrease the number of directors constituting the whole Board from thirteen to twelve effective as of the date of the Annual Meeting. Also, upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the twelvefourteen current directors identified in the table below to stand for election at the Annual Meeting to serve until the 20222023 annual meeting of shareholders and until their respective successors are elected and qualified. Each of the nominees currently serves as a director of the Company. Following the Annual Meeting, the size of the Board will be twelve directors.

Each director nominee has consented to being named in this Proxy Statement as a nominee and has agreed to serve as a director if elected. If any one or more of such nominees should for any reason become unavailable for election, the persons named in the accompanying form of proxy may vote for the election of such substitute nominees as the Board may propose. The accompanying form of proxy contains a discretionary grant of authority with respect to this matter. There is no family relationship between any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer.

AUDIT COMMITTEE REPORT

Management has the responsibility for the preparation, presentation and integrity of the Company’s financial statements and for its financial reporting process and internal controls over financial reporting. The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformance of the Company’s financial statements to accounting principles generally accepted in the United States and on the effectiveness of the Company’s internal controls over financial reporting. The Audit Committee is responsible for reviewing and discussing with management and the Company’s independent registered public accounting firm the Company’s annual and quarterly financial statements, financial reporting process and internal controls over financial reporting and for providing advice, counsel and direction on such matters based upon the information it receives, its discussions with management and the independent registered public accounting firm and the experience of the Audit Committee members in business, financial and accounting matters.

Consistent with and in furtherance of its chartered duties, the Audit Committee has adopted: (i) a written policy restricting the hiring of candidates for accounting or financial reporting positions if such candidates have certain current or former relationships with the Company’s independent registered public accounting firm; (ii) procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing and federal securities laws matters and the confidential, anonymous submission by employees of any concerns regarding any of the foregoing; and (iii) a written policy governing the preapproval of audit and non-audit services to be provided by the Company’s independent registered public accounting firm and of the fees therefor. See “Information Concerning Independent Registered Public Accounting Firm—Policy for Preapproval of Auditor Fees and Services,” below.

Internal Audit

The Company has an internal audit department that, among other things, is responsible for objectively reviewing and evaluating the adequacy and effectiveness of the Company’s system of internal controls, including controls relating to financial reporting reliability. The internal audit department reports directly to the Audit Committee and, for administrative purposes, to the Company’s Chief Financial Officer.

20202021 Audit Committee Activities

Following a formal evaluation by the Audit Committee and by the Company’s management of the performance of Deloitte & Touche LLP (“Deloitte”), the Audit Committee appointed Deloitte to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020.2021. The Audit Committee reviewed and discussed with management and Deloitte the Company’s quarterly and audited annual financial statements for the year ended December 31, 2020.2021. The Audit Committee also reviewed the report of management contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 (the “2020“2021 Form 10-K”), as well as Deloitte’s Report of Independent Registered Public Accounting Firm included in the 20202021 Form 10-K related to its audit of the consolidated financial statements. The Audit Committee met privately with Deloitte and discussed issues deemed significant by Deloitte. The Audit Committee also discussed with Deloitte the matters required to be discussed by Auditing Standard No. 16 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board (“PCAOB”).

During the course of 2020,2021, the Audit Committee also oversaw management’s evaluation of the Company’s internal control over financial reporting. The principal internal auditor and management documented, tested and evaluated the Company’s internal control over financial reporting system in accordance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice during the process. In connection with this oversight, the Audit Committee

quarterly at an Audit Committee meeting. Upon completion of the evaluation, the principal internal auditor and management reported to the Audit Committee regarding the effectiveness of the Company’s internal control over financial reporting and the Audit Committee reviewed and discussed with Deloitte its Report of Independent Registered Public Accounting Firm included in the 20202021 Form 10-K related to its audit of the effectiveness of internal control over financial reporting. The Audit Committee continues to oversee the Company’s efforts related to its internal control over financial reporting.

In addition, the Audit Committee has received from Deloitte the written disclosures and the letter required by PCAOB Rule 3526 (Communications with Audit Committees Concerning Independence) and has discussed with Deloitte its independence. The Audit Committee actively engaged in a dialogue with Deloitte with respect to any disclosed relationships or services that might affect Deloitte’s objectivity and independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the 20202021 Form 10-K for filing with the SEC.

MEMBERSOFTHE AUDIT COMMITTEE

Russell L. Fleischer (Chair) | Samuel H. Armacost |

John F. Lundgren | Adebayo O. Ogunlesi | Anthony S. Thornley

INFORMATION CONCERNING INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Fees of Independent Registered Public Accounting Firm

The following table shows the fees billed by Deloitte & Touche LLP for the years ended December 31, 20202021 and December 31, 2019:2020:

NoneApproximately 0.3% of the fees listed above were approved by the Audit Committee in reliance on a waiver from pre-approval under Rule 2-01(c)(7)(i)(C) of Regulation S-X.S-X (relating to the approval of a de minimis amount of non-audit services after the fact but before completion of the audit).

Policy for Preapproval of Auditor Fees and Services

The Audit Committee has adopted a policy that it must preapprove all audit and non-audit services to be performed by the Company’s independent registered public accounting firm before the firm is engaged to perform the services. The Audit Committee must also preapprove the estimated fees for such services, as well as any material change to the terms, conditions or fees related thereto. The

services and (x) expert services unrelated to an audit for the purpose of advocating the Company’s interests in litigation or in a regulatory or administrative proceeding or investigation.

The Audit Committee has delegated to the Audit Committee Chair the authority (within specified limits) to preapprove services consistent with the policy if it is not practical to wait until the next Audit Committee meeting to seek such approval. The Audit Committee Chair must report any services it preapproves to the Audit Committee at its next meeting.

Under the policy, the Audit Committee at least annually will review and where appropriate preapprove the services expected to be performed by the Company’s independent registered public accounting firm. Any subsequent request to have the independent registered public accounting firm perform any additional services must be submitted to the Audit Committee by the Company’s Chief Financial Officer or Chief Accounting Officer, together with the independent registered public accounting firm, and must include an affirmation that the provision of such services is consistent with the SEC’s and PCAOB’s rules on auditor independence.

PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee, which is comprised entirely of independent directors, has appointed Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.2022. This appointment was made following the Audit Committee’s formal evaluation of Deloitte’s performance in 2020.2021. Deloitte has served as the Company’s independent registered public accounting firm since December 2002. Information concerning the services performed by Deloitte and the fees for such services for 20202021 and 20192020 are set forth above under “Information Concerning Independent Registered Public Accounting Firm—Fees of Independent Registered Public Accounting Firm”. Deloitte representatives are expected to attend the Annual Meeting and to be available to respond to appropriate questions, and if they desire, will have the opportunity to make a statement.

The Audit Committee and the Board seek shareholder ratification of the Audit Committee’s appointment of Deloitte as the Company’s independent registered public accounting firm to audit the Company’s and its subsidiaries’ financial statements for the fiscal year ending December 31, 20212022 and to audit the Company’s internal control over financial reporting. Ratification of this appointment is not required to be submitted to shareholders. However, such ratification is being sought as a matter of good corporate governance. If the shareholders do not ratify the appointment, the Audit Committee will reconsider it. Because the Audit Committee is directly responsible for appointing the Company’s independent registered public accounting firm, however, the ultimate decision to retain or appoint Deloitte in the future as the Company’s independent registered public accounting firm will be made by the Audit Committee based upon the best interests of the Company at that time.

EXECUTIVE OFFICER COMPENSATION

COMPENSATION AND MANAGEMENT SUCCESSION COMMITTEE REPORT

The Compensation and Management Succession Committee (“Compensation Committee”) reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussion, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement for filing with the SEC.

COMPENSATIONAND MANAGEMENT SUCCESSION COMMITTEE

Linda B. Segre (Chair) | Samuel H. Armacost

Scott H. Baxter | John C. Cushman, III |

Laura J. Flanagan | John F. Lundgren

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis (“CD&A”) is designed to provide shareholders with an understanding of the Company’s compensation philosophy and objectives as well as the analysis that the Company performed in setting executive compensation for 2020.2021. The Board has delegated to the Compensation Committee the general responsibility for oversight of the Company’s compensation philosophy, policies and programs, including those applicable to the Company’s named executive officers (“NEOs”). This CD&A discusses the Compensation Committee’s determination of how and why, in addition to what, compensation actions were taken during 20202021 for the NEOs. The NEOs, as determined in accordance with SEC rules, for 20202021 were:

(1) Mr. Flannery’s employment with the Company commenced on February 21, 2020.

(2) Ms. Harris-Jensbach’s employment with the Company ended on December 31, 2020.

Investors are encouraged to read this CD&A in conjunction with the compensation tables and related notes, which include more detailed information about the compensation of the NEOs for 2020.2021. See “2020“2021 Compensation Tables,” below.

OverviewThe Evolution of Callaway

Callaway is a technology-enabled golf and Impactactive lifestyle leader with a portfolio of global brands, including Callaway Golf, Topgolf, TravisMathew, Odyssey, OGIO and Jack Wolfskin. The Company has evolved over time from a manufacturer of golf clubs and balls to a modern golf and active lifestyle company. In an effort to diversify and explore new growth opportunities, in 2017, the Company expanded its soft goods business to include premium lifestyle product lines, namely apparel, footwear, bags and accessories, that are complementary to golf with the acquisitions of OGIO and TravisMathew. In 2019, the Company acquired Jack Wolfskin, a premium outdoor apparel, footwear and equipment brand, which further enhanced the Company’s lifestyle category and provided a platform in the active outdoor and urban outdoor categories. More recently, on March 8, 2021, the Company completed its merger with Topgolf, a leading technology-enabled golf entertainment business that offers an innovative platform comprised of COVID-19state-of-the-artopen-air golf and entertainment venues, in addition to proprietary ball-tracking technology under the Toptracer brand and an innovative media platform. In July 2021, the Company took over its Korea Callaway apparel business from its licensee in Korea. Through these acquisitions and the recent merger with Topgolf, the Company transformed into a modern golf and active lifestyle company with a compelling family of brands offered in the United States and internationally in over 120 countries, and across multiple channels including wholesale, retail, on-line through its websites, and at Topgolf venues.

Corporate 2020 Performance and Business EnvironmentTimeline of Key Transformation Milestones

2021 Topgolf Merger—A Transformative Transaction. In March 2021, Callaway merged with Topgolf, representing one of the largest deals in the history of the golf industry. Callaway’s shareholders were overwhelmingly supportive of this transaction, with 99% of Callaway shareholders’ votes cast in favor of the transaction proposal. As a result of the merger, Callaway’s revenue streams diversified further and increased significantly, with full year pro forma 2021 revenue¹ of $3,276 million up over 100% compared to full year 2020, with 62% of the revenue from outside the golf equipment segment.

Record 2021 Financial and Operational Results. On a financial, strategic and operational performance basis, 20202021 was a challengingan exceptional year for the Company. COVID-19 started to impact the overall business fairly significantlyCallaway’s success was underpinned by a combination of unit growth and strong operating performance at the end of Q1 2020 and throughout most of Q2 2020, but our golf business rebounded quickly, starting in Q2 2020, and our outdoor apparel businesses also showed good resilience in the second half of 2020. In the second half of 2020, all of our businesses ended up benefiting from having strong outdoor components. This resulted in record net sales and Adjusted EBITDAS¹Topgolf venues, continued high demand for the second half of 2020.Company’s golf equipment and lifestyle apparel products, and a best-in-class operations team that tirelessly navigated the evolving global supply chain dynamics.

Some specific 2020Specific full year 2021 highlights include:

2020Summary of Key 2021 Executive Compensation Decisions. Actions

Set forth below is a summary of certain compensation-related decisions the Company made during 20202021 and early 2021,2022, and the status of certainour compensation practices:

Pay for Performance Philosophy Evident in 2021 Pay Mix

The overarching goal of our compensation philosophy and incentive plan design is to motivate management and to align their interests with those of our shareholders. Accordingly, each of our NEOs receives the vast majority of pay from performance-based compensation tied to quantitative, objective metrics. In 2021, (i) approximately 68% of the Chief Executive Officer’s targeted total direct compensation, and approximately 58% of the targeted total direct compensation for each of the other NEOs, was comprised of short-term and long-term incentives that were subject to corporate and individual performance and therefore at risk (annual non-equity incentive plan compensation and PRSUs) and (ii) approximately 88% of the Chief Executive Officer’s targeted total direct compensation, and approximately 75% of the targeted total direct compensation for the PRSUother NEOs, was provided in the form of long-term equity compensation (PRSUs and RSUs).

The following graphs provide a snapshot of the elements of pay for our NEOs:

Note: The percentages in the charts above reflect the base salary, target annual incentive and targeted value of all long-term equity incentive awards (including the special, one-time awards granted in 2018.connection with the Topgolf transaction) for the NEOs for 2021, and thus are not intended to match amounts shown in the Summary Compensation Table or the Grant of Plan-Based Awards Table below.

Summary of Key 2022 CEO Compensation Program Components.

Set forth below is a summary of the key compensation-related components for the compensation of our CEO for 2022:

(1) Base salary plus annual target bonus.

(2) Base salary plus annual target bonus plus target annual long-term incentive award.

Consideration of Say-on-Pay Vote Results and Shareholder Engagement

The Board and management value the feedback provided by the Company’s shareholders and have discussions with shareholders regarding various corporate governance topics. The Board and management actively seek input from our shareholders, and in 2020,2021, in connection with the Topgolf merger, the Board and management contacted the Company’s top 30 shareholders, representing approximately 73% of the shares then-outstanding, and met or has been in contact with severalcertain of our largest shareholders to discuss various matters, including compensation and governance, environmental and social responsibilities and long term strategies to drive shareholder value.those shareholders. Based on this outreach, the Company believes the combination of actions we have taken present an overall compensation and governance structure responsive to their view.

HISTORICAL SAY-ON-PAY APPROVAL RATES

The Compensation Committee considers the outcome of the say-on-pay votes and other shareholder feedback when designing future compensation programs. While we incorporated a relative TSR metric into our long-term incentive compensation program for 2019, inIn light of the strong shareholder support of our executive compensation program over the past twosix years, no additional significant changes were made to our ongoing executive compensation program in 2020 as a result of the 2021 say-on-pay vote results from the previous yearresults.

Compensation Best Practices.

We regularly review and the Compensation Committee determined to continue the general design of therefine our executive compensation program from 2019.

Compensation Best Practices. In 2020to ensure that it continues to reflect practices and early 2021, the Company continued the following compensation practices:policies that are aligned with our pay-for-performance philosophy. We believe that our practices and policies set forth below are in line with current best practices for aligning executive and shareholder interests and sound corporate governance practices.

Incentive compensation should strike a balance between short-term and long-term performance. The Company’s compensation plans focus management on achieving strong annual performance in a manner that supports the Company’s long-term success and profitability. Accordingly, the Company uses both annual incentives and long-term incentives, with the proportion of long-term incentives increasing at higher levels of responsibility where individuals have the greatest influence over the Company’s strategic direction and results over time.

The Compensation Committee routinely reviews the Company’s executive compensation programs and makes modifications as appropriate in light of Company and industry dynamics as well as current trends and best practices. The amounts paid to an individual executive in any given year reflect the Company’s current compensation programs, continuing prior commitments under previous programs or contracts, and the current performance of that executive.

Company’s programs. These comparisons are used as reference guides to aid the Compensation Committee in assessing the reasonableness of the Company’s proposed compensation levels and targets in any given year. The Company, however, does not target or position compensation at a specific percentile relative to thisthe market data.

consistent with the Company’s overall guiding principles for compensation described above. Mercer advisedWhile the Compensation Committee thattable below reflects the 2020three pillars of our executive compensation program, was generally consistentthe Board or our Compensation Committee may choose to utilize different compensation components as needed. In connection with the Compensation Committee’s guiding principlescompletion of the Topgolf merger in March 2021, the Board separately approved one-time Topgolf transaction awards for the key employees of both Callaway and was reasonably based and not excessiveTopgolf, including the NEOs, which are further described below under the circumstances. The Compensation Committee intends to continue working“One-Time Transaction Awards in Connection with Mercer to ensure the Company’s compensation practices continue to be aligned with shareholder interests and with evolving best practices.Topgolf Transaction.”

The amount of total direct compensation intended to come from each element varies with position and level of responsibility, reflecting the principles that total compensation should increase with position and responsibility and that a greater percentage of an executive’s compensation should be performance based, and therefore at risk, as position and responsibility increase.

Consistent with the Company’s compensation philosophy, the 2020 executive compensation program incorporatedincorporates a balance between guaranteed and at-risk compensation, a balance between cash and stock-based compensation, and a balance between short-term and long-term compensation. In 2020, (i) approximately 55% of the Chief Executive Officer’s targeted total direct compensation, and approximately 40% to 48% of the targeted total direct compensation for each of the other NEOs, was comprised of short-term and long-term incentives that were subject to corporate and individual performance and therefore at risk (annual non-equity incentive plan compensation and PRSUs) and (ii) approximately 67% of the Chief Executive Officer’s targeted total direct compensation, and approximately 40% to 45% of the targeted total direct compensation for the other NEOs, was provided in the form of long-term, stock-based compensation (PRSUs and RSUs).

Base Salary

In setting the amount of base salaries for our NEOs, the Compensation Committee reviews the complexity of the job requirements and performance expectations, the market data described above, including, as warranted, information from the Compensation Comparison Group, and consults with its independent

Target Incentive. The target incentive percentage, which the Compensation Committee sets each year, is a percentage of the executive’s base salary and is the amount the executive could earn assuming the Company achieved its target corporate goals, and the executive achieved his/her individual objectives, and otherwise met performance expectations. The 2021 target incentive percentages fordid not change from 2020 levels, with the exception of Mr. Starrs, who commenced employment with the Topgolf International, Inc., in April 2021. Target incentive percentages were based on each executive’s position and were set to be generally consistent with market data and the range of total direct compensation that the Compensation Committee targets for the NEOs. The targetannual incentive percentages fortargets during 2021 and 2020 forare detailed in the NEOs were as follows: Mr. Brewer, 125%, Mr. Lynch, 75%, Mr. Leposky, 60%, Mr. Hickey, 60%, and Mr. Flannery, 60%. In 2019, the target incentive percentages for the NEOs were as follows: Mr. Brewer, 110%, Mr. Lynch, 70%, Mr. Leposky, 55%, and Mr. Hickey, 55%. Mr. Flannery was not an employee in 2019. table below.

As discussed below, the actual incentive payouts for each executive can vary from zero to 200% of such executive’s target incentive percentage.

Corporate Performance Goals. Pro forma Adjusted EBITDAS,EBITDA, as further adjusted for items mentioned in the footnote below, was the corporate performance metric for 2020.2021. The 20202021 pro forma Adjusted EBITDASEBITDA performance goals were set by the Compensation Committee in February 2021, prior to the consummation of the Topgolf transaction at a time when the Company was still facing significant uncertainty regarding the ongoing impact of COVID-19 on our 2021 results (and the 2021 results for Topgolf). The Compensation Committee established the threshold, target and maximum levels in February 2021 in light of the business environment at that time, including considering the significant COVID-19-related challenges faced by Topgolf’s business in 2020, and the Compensation Committeeuncertainty regarding the extent to which the COVID-19-related challenges would continue throughout 2021. For example, there was significant uncertainty regarding Topgolf’s ability to reopen and staff existing venues let alone launch new venues, in January, 2020.addition to uncertainty regarding consumers’ willingness to gather in Topgolf facilities in the midst of the ongoing pandemic. In setting these goals, the Compensation Committee considered the Company’s 20192020 performance, 2021 operational goals, 2021 budget and Topgolf projected contributions to pro forma Adjusted EBITDA based on the financial information provided at the time the transaction was approved. The target pro forma Adjusted EBITDA level set by the Compensation Committee represented growth of more than 65% over Adjusted EBITDA for 2020, and the Compensation Committee viewed this as a rigorous, substantial hurdle that would reward executives for target level performance only if the Company’s 2020 operational goals,budgeted Adjusted EBITDA objectives were met. The Adjusted EBITDA objectives established by the Compensation Committee were intended to capture consolidated pro forma Adjusted EBITDA, including Topgolf performance, for the full year (including 12 months of Topgolf contribution). In addition, for Mr. Hickey, the Compensation Committee set target levels of $1,333.6 million for revenue and $319.4 million for contribution-to-profit (“CTP”) for his organization. If the 2020 budget.Company did not meet the pro forma Adjusted EBITDA threshold, but Mr. Hickey’s organization met the revenue and CTP targets, then his Adjusted EBITDA modifier would be deemed to be 50%. Prior to approving the goals, the Compensation Committee discussed them with management and with its outside compensation consultant. The 2020 corporate performance goals were set by the Compensation Committee prior to the onset of the COVID-19 pandemic, and there were no subsequent adjustments made to such goals in light of the impact of the pandemic on the Company performance.

Potential payouts attributable to the Adjusted EBITDASEBITDA modifier are determined based on the pro forma Adjusted EBITDASEBITDA performance level achieved, and are interpolated on a straight-line basis for achievement between the threshold, target, and maximum performance goals. No annual incentive is paid unless the threshold performance goal is achieved. The table below shows the relationship between the 2021 pro forma Adjusted EBITDA performance goals and the Adjusted EBITDASEBITDA modifier for purposes of determining the potential payout:payout, and the actual performance and payout modifier achieved:

(1) Adjusted EBITDASEBITDA is earnings before interest, taxes, depreciation and amortization expenses, and non-cash stock compensation expenses, and non-cash lease amortization expense, in addition to costs associated with certain non-recurring and non-cash items. These non-recurring and non-cash items include (i) certain noncash amortization and depreciation of intangibles and other assets related to the Company’s acquisitions (including an impairment charge of $174 million recorded in 2020), (ii) non-cash amortization of the debt discount related to the Company’s convertible notes, (iii) acquisition and other non-recurring items (including a $253 million non-cash gain in 2021 resulting from the Company’s pre-merger equity position in Topgolf), and (iv) a non-cash valuation allowance recorded against certain of the Company’s deferred tax assets as a result of the Topgolf merger announced in October 2020; (ii) the Company’s cost reduction initiatives in response to the COVID-19 pandemic; (iii) the Company’s transition to its new North America Distribution Center; and (iv) the implementation of new IT systems for Jack Wolfskin.merger. Appendix A to this Proxy Statement includes a reconciliation of Adjusted EBITDASsuch non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. Due to the timing of the Topgolf merger on March 8, 2021, Callaway’s reported full year financial results for 2021 will only include 10 months of Topgolf results. The pro forma Adjusted EBITDA reflected in the table above assumes 12 months of Topgolf contribution, including $2.3 million in Adjusted EBITDA for Topgolf for January and February 2021.

(2) As the actual pro forma Adjusted EBITDA exceeded the threshold amount, the revenue and CTP targets applicable for Mr. Hickey’s awards did not apply. However, Mr. Hickey’s organization exceeded each target, with $1,520.5 million in revenue and $390.8 million in CTP in 2021.

2021 Annual Incentive Payouts for NEOs other than Mr. Starrs

The Company achieved pro forma Adjusted EBITDA of $447.7 million for 2021, which represents a 172% increase over 2020 Adjusted EBITDA, and was above the maximum level performance under the plan, resulting in a maximum Adjusted EBITDA modifier of 200%. The calculated award for each NEO was the maximum allowed under the plan, and each of the NEOs listed also met individual performance objectives relative to each person’s individual goals for the fiscal year, therefore no additional adjustments to the calculated incentive payouts were recommended. The Compensation Committee recommended, and the Board approved, incentive payouts at the maximum modifier level for the CEO and all other NEOs as detailed below.

(1) Mr. Starrs incentive was calculated at full-year value as negotiated as part of his new hire agreement

Annual Incentive for Ms.Mr. Starrs Harris-Jensbach. Ms. Harris-Jensbach’s

Mr. Starrs’ target annual incentive awardopportunity for 2020 was EUR 509,000, representing approximately 68% of her annual base salary. Her 2020 incentive opportunity2021 was based upon measurement of overall Jack WolfskinTopgolf pro forma AdjustedEBIT, EBITDA, which is defineda non-GAAP measure calculated as Jack Wolfskin earningsTopgolf segment operating income before interestdepreciation and taxes,amortization expense, non-cash stock compensation expense and non-cash lease amortization expense and assumes 12 months of Topgolf results, including $2.3 million in additionTopgolf EBITDA contribution for January and February 2021, prior to costs associated with the closing of the Topgolf merger on March 8, 2021. The Topgolf pro forma Adjusted EBITDA target level

implementation of new IT systems for Jack Wolfskin. The Jack Wolfskin2021 was $30.0 million, which was set based on the projected Topgolf pro forma Adjusted EBIT threshold, targetEBITDA at the time the Company and maximum levelsthe Board were contemplating the Topgolf merger. Topgolf pro forma Adjusted EBITDA for 2020 were EUR 13.6 million, EUR 16.1 million and EUR 18.1 million, corresponding to 50%, 100% and 125% payout levels, with payouts between levels interpolated on a straight line basis. Jack Wolfskin EBIT for 20202021 was EUR (24.0)$179.4 million, resulting in a 0%200% achievement percentage.

2020 Annual Incentive Payouts for NEOs

As a result of the unforeseen business impacts of the COVID-19 pandemic, the Company failed to achieve threshold level Adjusted EBITDAS performance required to fund annual incentive payouts to the NEOs. Similarly, Jack Wolfskin did not achieve threshold level Jack Wolfskin Adjusted EBIT performance required to fund an incentive for Ms. Harris-Jensbach. As a result, with the exception of Mr. Flannery, no annual incentives were earned by the NEOs for 2020. For 2020 only, Mr. Flannery received a guaranteed annual incentive of $150,000 pursuant to the terms of his negotiated compensation package in connection with the commencement of employment in 2020.

Long-Term IncentiveEquity Incentives

Overview of Annual Long-Term Equity Incentives

Consistent with the Compensation Committee’s goal of aligning executive compensation with long-term Company performance and with the Compensation Committee’s guiding principle that a majority of the long-term incentives should be performance-based, and that all long-term incentives should be equity-based, the Compensation Committee determined to award PRSUs and RSUs to the NEOs in 2020, with the exception of Ms. Harris-Jensbach, who was in the final year of her employment agreement and did not receive any equity awards during 2020.2021.

These awards were designed to motivate our executives to remain with the Company, achieve strong long-term operational performance and increase shareholder value. PRSUs tie executivesexecutives’ interests to the interests of shareholders by focusing and rewarding our executives for achievement ofachieving key financial objectives that link to the creation of shareholder value. RSUs provide a retention incentive as they vest solely based uponon continued service, and upon vesting they provide an ownership stake in the Company. They also further align the interests of the executives with those of the Company’s shareholders as the executives generally have the same long-term economic benefits and risks as those of a shareholder.

All executive officerNEO awards in 20202021 were made under the Callaway Golf Company Amended and Restated 2004 Incentive Plan, as amended (the “Equity“2004 Plan”). The 2020 awards granted to the NEOs were approved on January 30, 2020 and were granted on February 12, 2020, with the exception of Mr. Flannery, whose awards were granted on his hire date, February 21, 2020.

How theAnnual Long-Term Equity Incentive Awards are Determined

For each of the NEOs,NEO, the Compensation Committee sets aan annual targeted long-term incentive award value. The targeted value for all of the Company’s officers generally varies by position and responsibility and is reviewed annually. In setting the targeted value, the Compensation Committee generally consults with its independent compensation consultant and periodically compares the targeted value to applicable market data, including broad industry data and as warranted, data from the Compensation Comparison Group. It also considers the effect the long-term incentive element wouldincentives may have uponon the executive’s total direct compensation.and realizable compensation opportunities.

The Compensation Committee then allocates the targeted annual long-term incentive award value between PRSUs and RSUs. The mix of the awards wasis intended to align with the Company’s philosophy that a majority of the long-term incentive awards for senior executives should be performance based. Theperformance-based. For 2021, the target number of shares underlying the PRSUs and the number of shares underlying the RSUs iswas determined by multiplying the targeted annual long-term incentive award value by 55% and 45%, respectively, and dividing that number by the average closing price of the Common Stock for

The table below sets forth, for 2021, the targeted annual long-term incentive value and the resulting “target” number of PRSUs and the number of RSUs for each of the NEOs for 2020:subject to their annual long-term incentive awards granted in February 2021:

The 20202021 targeted annual long-term equity incentive value for all of the NEOs was increasedremained the same from 2019 as a result of the increased revenue size and complexity of the business resulting from the acquisition of Jack Wolfskin, and a review of comparative compensation data by the Company’s outside compensation consultant. With2020 annual target values, with the exception of Mr. Flannery,Starrs who was not employed bycommenced employment with the Company in 2019, the changes inearly 2021 and therefore did not have a 2020 targeted long-term incentive award values from 2019 to 2020 are summarized in the table below.value.

20202021 Annual Long-Term Equity Incentive Awards

Both RSUs and PRSUs are contingent rights to receive one share of Common Stock upon vesting of the applicable award.

RSUs. The RSUs granted in 20202021 vest and the restrictions lapse in three equal annual installments commencing on the one-year anniversary of the grant date, subject to continued employment through each applicable vesting date. This schedule means that, to receive the full benefit of the RSUs, the recipient must generally perform three years of continuous service following the grant date.

PRSUs. The PRSUs granted in 20202021 are subject to both service-based and performance-based vesting with performance tied to the measurement of two equally weighted performance metrics, currency neutral adjusted EPScumulative APTI and rTSR. Both are to be measured over a three-year performance period beginning January 1, 20202021 and ending December 31, 2022.2023.

The number of shares earned based on currency neutral adjusted EPScumulative APTI over the three-year period may vary from 0% to 200%. A portion may be “banked” at the end of each interim year based on currency neutral adjusted EPSAPTI achievement during the interim performance period relative toat or above the threshold andcumulative target levelslevel established by the Compensation Committee in January 2020.February 2021. However, final cliff vesting of the PRSUs will not occur until the end of the three-year performance period and will be

three-year target APTI performance goal. The maximum award available based on currency neutral adjusted EPSAPTI performance alone would equate to no more than the overall total target PRSU award.

The TSR of the Company for the three-year performance period will be ranked on a percentile basis in comparison to the calculated TSR for companies listed in the LTIP Reference Group. There is no banking mechanism for the rTSR relatedportion of the PRSU award based on interim year performance. The number of shares earned based on the Company’s calculated rTSR over the three-year performance period compared to the companies listed in the LTIP Reference Group also may vary from 0% to 200%. The final calculation will be based only on those companies included in the LTIP Reference Group as of the end of the performance period, and therefore, period—if a company is removed from the index during the three-year performance period, they will be removed from the LTIP Reference Group for purposes of the final calculation. The performance goals for rTSR relative to the LTIP Reference Group, and related awardvesting levels are detailed in the table below, with performance between levels interpolated on a straight-line basis.as follows:

The extent to which PRSUs are eligible to vest is determined based on the performance level achieved for each metric, and award levels are interpolated on a straight line basis for achievement between the respective threshold, target and maximum performance goals for each metric. Performance below the threshold performance goal for a particular metric results in no PRSUs tied to that metric being eligible to vest. The PRSUs are subject to double-trigger acceleration. If an executive’s employment is terminated without cause or for good reason, in either case within the one year period following a change in control, the PRSUs will be eligible for accelerated vesting at the target performance level. The Compensation Committee determines that vesting ofis not obligated to accelerate the PRSUs is accelerated in connection with a change in control priorand retains the discretion not to do so if the completion ofawards are assumed or replaced by the performance period for the performance metrics pursuant to the terms of the PRSU agreements, the value of the PRSUs will vest upon closure and be paid out at the target performance level.acquirer.

In accordance with the terms of the plan, in evaluating the Company’s performance against the applicable currency neutral adjusted EPSAPTI goals, the Compensation Committee takes into considerationconsiders certain non-recurring items, including non-recurring transaction and transition expenses, non-cash purchase accounting expenses and other non-recurring expenses related to the OGIO, TravisMathewmerger, acquisition, divestiture, joint venture, or other strategic or financing transaction, and Jack Wolfskin acquisitions; foreign currency rates; and tax rates.

2018Annual Long-Term Equity Incentive Award Outcomes

The outcomes for the Company’s long-term equity incentive plans have been heavily impacted by the COVID-19 pandemic and the Company’s recovery from the pandemic. In addition, the 2019-2021 LTIP Plan and 2020-2022 LTIP Plan were adopted before the Topgolf merger was contemplated. As the Topgolf merger was contemplated at the time the Compensation Committee adopted the 2021-2023 LTIP Plan, the Compensation Committee replaced adjusted EPS with APTI due to uncertainty around accrued tax rates at the time of the Topgolf merger, challenges with providing threshold and maximum adjusted EPS targets and the uncertainty created by changing accounting rules with respect to convertible debt.

2019 - 20202021 LTIP Plan. The cumulative threshold target, and maximum currency neutraltarget adjusted EPS objectives, and the actual cumulative performance level, for the full three-year performance period that ended on December 31, 20202021 are described in the table below. Further, the cumulative rTSR objectives, and actual rTSR performance compared to the LTIP Reference Group, for the three-year performance period is described in the table below. The Company exceededCompany’s recovery from the maximum currency neutralunforeseen 2020 impacts of the COVID-19 pandemic generated positive growth in cumulative adjusted EPS, objective, with final three-year cumulative currency neutral adjusted EPS results of $2.83. The final cumulative currency neutral$3.23.

Cumulative rTSR performance for the full three-year performance period that ended on December 31, 2021 resulted in a 70th percentile ranking relative to the LTIP Reference Group.

(1) Cumulative adjusted EPS excluded costs related to intangible assets from the acquisitions of OGIO, TravisMathew and Jack Wolfskin,excludes costs related to the our acquisitions, amortization and other non-cash discount on the convertible notes, one-timenon-recurring costs related to Company’s acquisitions, non-cash amortization of the Jack Wolfskin acquisition anddebt discount related to the Company’s convertible notes, a non-cash valuation allowance recorded against certain of the Company’s deferred tax assets as a result of the Topgolf merger, costs related to severance expense relatedthe transition to the Company’s cost reduction initiatives in response to the COVID-19 pandemic,new North American Distribution Center, costs related to the implementation of new IT systems, for Jack Wolfskin, andthe one-time equity awards made in connection with the Topgolf transaction, Callaway corporate costs related to the Company’s transition to its new North America Distribution Center. In addition to the above exclusions, the results wereTopgolf merger, hedging offsets, and is adjusted for the 2018