Equity Incentive Plans

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Under the Acushnet Holdings Corp. 2015 Omnibus Incentive Plan (“2015 Plan”), the Company may grant stock options, stock appreciation rights, restricted shares of common stock, restricted stock units ("RSUs"), PSUs and other share-based and cash-based awards to members of the Board of Directors, officers, employees, consultants and advisors of the Company. As of March 31, 2020, the only awards granted under the 2015 Plan were RSUs and PSUs.

Restricted Stock and Performance Stock Units

RSUs granted to members of the Board of Directors vest immediately into shares of common stock. RSUs granted to Company officers generally vest over three years, with one-third of each grant vesting annually, subject to the recipient's continued employment with the Company. RSUs granted to other employees, consultants and advisors of the Company vest in accordance with the terms of the grants, generally over three years, subject to the recipient’s continued service to the Company. PSUs vest, subject to the recipient's continued employment with the Company, based upon the Company's performance against specified metrics which are generally over a three year performance period. At the end of the performance period, the number of shares of common stock that could be issued is fixed based upon the level of performance against these metrics. The number of shares that could be issued can range from 0% to 200% of the recipient's target award. Recipients of the awards granted under the 2015 Plan may elect to defer receipt of all or any portion of any shares of common stock issuable upon vesting to a future date elected by the recipient.

All RSUs and PSUs granted under the 2015 Plan have DERs, which entitle holders of RSUs and PSUs to the same dividend value per share as holders of common stock and can be paid in either cash or common stock. DERs are subject to the same vesting and other terms and conditions as the corresponding unvested RSUs and PSUs. DERs are paid when the underlying shares of common stock are delivered.

A summary of the Company’s RSUs and PSUs as of March 31, 2020 and changes during the three months then ended is presented below:



			Weighted-			Weighted-
	Number		Average		Number	Average
	of RSUs		Fair Value RSUs		of PSUs	Fair Value PSUs
Outstanding as of December 31, 2019	947,243		$	23.49	207,077	$	23.47
Granted	492,975		25.45		252,031	25.45
Vested ⁽¹⁾	(62,259	)	21.38		—	—
Outstanding as of March 31, 2020	1,377,959		$	24.28	459,108	$	24.55

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(1) Included 52,386 shares of common stock related to RSUs and no shares of common stock related to PSUs that were not delivered as of March 31, 2020.

A summary of shares of common stock issued related to the 2015 Plan, including the impact of any DERs issued in common stock, is presented below:



	Three months ended			Three months ended
	March 31, 2020			March 31, 2019
	RSUs		PSUs	RSUs	PSUs
Shares of common stock issued ⁽¹⁾	42,797		—	392,062	900,226
Shares of common stock withheld by the Company as payment by employees in lieu of cash to satisfy tax withholding obligations	(13,831	)	—	(123,013)	(325,246	)
Net shares of common stock issued	28,966		—	269,049	574,980

Cumulative undelivered shares of common stock	240,512		—	147,251	—

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(1) Shares of common stock issued related to PSUs represents PSUs that vested in 2018 but were delivered in common stock during the three months ended March 31, 2019.

Compensation expense recorded related to RSUs and PSUs in the consolidated statement of operations was as follows:



	Three months ended
	March 31,
(in thousands)	2020			2019
RSUs	$	2,478		$	1,570
PSUs	(455		)	215

The remaining unrecognized compensation expense related to unvested RSUs and unvested PSUs was $23.5 million and $4.6 million, respectively, as of March 31, 2020 and is expected to be recognized over the related weighted average period of 2.2 years and 2.5 years, respectively.

Compensation Expense

The allocation of share-based compensation expense in the unaudited condensed consolidated statements of operations was as follows:



	Three months ended
	March 31,
(in thousands)	2020		2019
Cost of goods sold	$	225	$	167
Selling, general and administrative	1,714		1,467
Research and development	248		151
Total compensation expense before income tax	2,187		1,785
Income tax benefit	463		390
Total compensation expense, net of income tax	$	1,724	$	1,395