Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Topgolf Callaway Brands Corp. |
Entity Central Index Key | 0000837465 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | (a) (b) (c) (d) (e) (f) (g) (h) (i) Value of Initial Fixed $100 Investment Based on: Year Summary Compensation Table Total for Mr. Brewer Compensation Actually Paid to Mr. Brewer Average Summary Compensation Table Total for Non-CEO NEOs ($)(2) Average Compensation Actually Paid to Non-CEO NEOs ($)(1)(2) Total Shareholder Return S&P 1500 Consumer Discretionary Total Shareholder Return ($)(3) Net Income/(Loss) Adjusted EBITDA (thousands) (4) 2022 $11,031,398 $(126,863) $2,894,485 $1,234,709 $93.27 $107.00 $157,896 $558,149 2021 $27,135,201 $39,523,269 $4,967,201 $6,179,836 $129.59 $166.41 $321,988 $447,651 2020 $4,929,381 $8,678,767 $1,059,398 $1,188,583 $113.39 $132.88 $(126,934) $164,835 | ||
Named Executive Officers, Footnote [Text Block] | The following individuals were the Company’s NEOs for the applicable fiscal year: Year CEO Non-CEO NEOs 2022 Oliver G. (Chip) Brewer III Brian P. Lynch, Mark F. Leposky, Glenn F. Hickey, and Arthur F. Starrs 2021 Oliver G. (Chip) Brewer III Brian P. Lynch, Mark F. Leposky, Glenn F. Hickey, and Arthur F. Starrs 2020 Oliver G. (Chip) Brewer III Brian P. Lynch, Mark F. Leposky, Glenn F. Hickey, Joseph Flannery, and Melody Harris-Jensbach | ||
PEO Total Compensation Amount | $ 11,031,398 | $ 27,135,201 | $ 4,929,381 |
PEO Actually Paid Compensation Amount | $ (126,863) | 39,523,269 | 8,678,767 |
Adjustment To PEO Compensation, Footnote [Text Block] | Compensation actually paid to the Company’s NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows: 2020 2021 2022 Adjustments Mr. Brewer Average non-CEO NEOs Mr. Brewer Average non-CEO NEOs Mr. Brewer Average non-CEO NEOs Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY $(4,098,675) $(405,564) $(23,566,049) $(3,619,359) $(7,286,664) $(1,338,876) Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End $4,314,058 $406,438 $29,596,579 $4,202,344 $5,765,298 $989,456 Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End $2,742,229 $192,972 $3,600,242 $367,629 $(8,167,460) $(1,099,733) Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date $747,545 $35,805 $2,723,912 $258,588 $(1,484,471) $(213,124) Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End $— $(104,050) $— $— $— $— Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date $44,228 $3,584 $33,384 $3,434 $15,036 $2,502 TOTAL ADJUSTMENTS $3,749,386 $129,185 $12,388,068 $1,212,635 $(11,158,261) $(1,659,776) The Company does not have a pension plan, therefore, there is no pension specific impact included in the compensation actually paid adjustments. Compensation actually paid does not reflect the actual amount of compensation earned by or paid to the CEO and the other NEOs during the applicable year. For information regarding the decisions made by the Compensation Committee for fiscal year 2022, see “Executive Officer Compensation - Compensation Discussion & Analysis.” | ||
Non-PEO NEO Average Total Compensation Amount | $ 2,894,485 | 4,967,201 | 1,059,398 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,234,709 | 6,179,836 | 1,188,583 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | Compensation actually paid to the Company’s NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows: 2020 2021 2022 Adjustments Mr. Brewer Average non-CEO NEOs Mr. Brewer Average non-CEO NEOs Mr. Brewer Average non-CEO NEOs Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY $(4,098,675) $(405,564) $(23,566,049) $(3,619,359) $(7,286,664) $(1,338,876) Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End $4,314,058 $406,438 $29,596,579 $4,202,344 $5,765,298 $989,456 Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End $2,742,229 $192,972 $3,600,242 $367,629 $(8,167,460) $(1,099,733) Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date $747,545 $35,805 $2,723,912 $258,588 $(1,484,471) $(213,124) Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End $— $(104,050) $— $— $— $— Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date $44,228 $3,584 $33,384 $3,434 $15,036 $2,502 TOTAL ADJUSTMENTS $3,749,386 $129,185 $12,388,068 $1,212,635 $(11,158,261) $(1,659,776) The Company does not have a pension plan, therefore, there is no pension specific impact included in the compensation actually paid adjustments. Compensation actually paid does not reflect the actual amount of compensation earned by or paid to the CEO and the other NEOs during the applicable year. For information regarding the decisions made by the Compensation Committee for fiscal year 2022, see “Executive Officer Compensation - Compensation Discussion & Analysis.” | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Note: Due to disparity in scale with other CAP amounts, our PEO’s CAP of $(126,863) is not visible in the graph. | ||
Compensation Actually Paid vs. Net Income [Text Block] | Note: Due to disparity in scale with other CAP amounts, our PEO’s CAP of $(126,863) is not visible in the graph. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Note: Due to disparity in scale with other CAP amounts, our PEO’s CAP of $(126,863) is not visible in the graph. | ||
Total Shareholder Return Vs Peer Group [Text Block] | TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The S&P 1500 Consumer Discretionary Index is the Compensation Comparator Group for purposes of the peer group TSR reflected above, which is the industry specific index the Company uses in its Form 10-K. | ||
Tabular List [Table Text Block] | Adjusted EBITDA; b. Revenue; c. Contribution-to-Profit; and d. rTSR relative to the Comparator Group TSR. | ||
Total Shareholder Return Amount | $ 93.27 | 129.59 | 113.39 |
Peer Group Total Shareholder Return Amount | 107 | 166.41 | 132.88 |
Net Income (Loss) | $ 157,896,000 | $ 321,988,000 | $ (126,934,000) |
Company Selected Measure Amount | 558,149,000 | 447,651,000 | 164,835,000 |
Additional 402(v) Disclosure [Text Block] | The Company chose Adjusted EBITDA as its Company Selected Measure because the Board and management use Adjusted EBITDA as a primary means of measuring the Company’s performance across periods. “Adjusted EBITDA” is calculated as earnings before interest, taxes, depreciation and amortization expenses, 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 non-cash amortization and depreciation of intangibles and other assets related to the Company’s acquisitions, (ii) non-cash amortization of the debt discount related to the Company’s convertible notes, (iii) acquisition and other non-recurring items, and (iv) a non-cash valuation allowance recorded against certain of the Company’s deferred tax assets. Appendix A to this Proxy Statement includes a reconciliation of such non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP. | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Revenue | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Contribution-to-Profit | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | rTSR relative to the Comparator Group TSR | ||
PEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (11,158,261) | $ 12,388,068 | $ 3,749,386 |
PEO [Member] | Deduction Of Stock Awards And Option Awards During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (7,286,664) | (23,566,049) | (4,098,675) |
PEO [Member] | Increase Of Awards Granted During Fiscal Year, Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 5,765,298 | 29,596,579 | 4,314,058 |
PEO [Member] | Increase (Deduction) For Awards Granted In Prior Years, Outstanding And Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (8,167,460) | 3,600,242 | 2,742,229 |
PEO [Member] | Increase (Deduction) For Awards Granted In Prior Years, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,484,471) | 2,723,912 | 747,545 |
PEO [Member] | Deduction Of Awards Granted In Prior Years, Forfeited [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Increase For Dividends Or Other Earnings Paid During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 15,036 | 33,384 | 44,228 |
Non-PEO NEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,659,776) | 1,212,635 | 129,185 |
Non-PEO NEO [Member] | Deduction Of Stock Awards And Option Awards During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,338,876) | (3,619,359) | (405,564) |
Non-PEO NEO [Member] | Increase Of Awards Granted During Fiscal Year, Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 989,456 | 4,202,344 | 406,438 |
Non-PEO NEO [Member] | Increase (Deduction) For Awards Granted In Prior Years, Outstanding And Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,099,733) | 367,629 | 192,972 |
Non-PEO NEO [Member] | Increase (Deduction) For Awards Granted In Prior Years, Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (213,124) | 258,588 | 35,805 |
Non-PEO NEO [Member] | Deduction Of Awards Granted In Prior Years, Forfeited [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | (104,050) |
Non-PEO NEO [Member] | Increase For Dividends Or Other Earnings Paid During Fiscal Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 2,502 | $ 3,434 | $ 3,584 |