BRUNSWICK CORP
For the period ended May 1, 2024. Filed Mar 20, 2024.
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May 1, 2024 · Filed Mar 20, 2024
Contents
Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully before voting. This summary does not contain all the information you should consider.
For more detail, please see our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 16, 2024.
| 1 | Please see Appendix for a reconciliation of non-GAAP measures. |
Recognized for Making Waves
8 | 2024 Proxy Statement — Proxy Summary
Environmental, Social, and Governance (ESG) Initiatives
| The Nominating and Corporate Governance Committee of the Board of Directors oversees our ESG programming and reviews the strategy and progress at each of its regular meetings because we understand the impact our business has on the world. Brunswick has a unique opportunity to lead with sustainable, responsible initiatives and seeks to comply with applicable regulations. We strive to continually improve energy efficiency and minimize the | carbon emissions of our operations, supply chain, and product portfolio and deliver more cost-effective and lower carbon technology products and solutions to our customers. We do our best to ensure the well-being of our employees, customers, and the public. These efforts are integrated into our business strategy and operations. Some recent accomplishments include: |
|---|---|
| Waste Reduction | Water Reduction |
| Land ‘N’ Sea attained 90% waste-to-landfill reduction at all 13 of its distribution facilities. | Mercury’s Suzhou, China manufacturing facility converted to a powder paint system, which is expected to reduce water consumption by 8 million gallons per year. |
| Navico Group attained its first 90% waste-to-landfill reduction at its Lowell, MI facility. | System improvements at Mercury Marine’s Fond du Lac, WI campus are expected to reduce water usage by 6 million gallons per year. |
| Boat Group’s Tellico, TN facility began a recycling program for wood pallets and plastic parts skeletons. | Boat Group’s Reynosa, Mexico facility introduced an osmosis wastewater recovery system to reduce water consumption by an estimated 10% per year. |
| Occupational Safety | Diversity, Equity, & Inclusion |
|---|
| Our global recordable incident rate is considerably lower than the benchmarks of the U.S. Bureau of Labor Statistics for similar businesses and operations. | Grew the number of participants in our employee resource groups (ERGs) to over 1,000 participants, up 100% over 2022. |
| Brunswick reported no fatalities in 2023. | One-third of our Executive Officers and 3 of 10 Directors are female. |
For more information on our sustainability strategy, programming, data, and goals, we refer you to our annual Sustainability Report, available on our website at**https://www.brunswick.com/corporate-responsibility/sustainability.**Information available on our website is not incorporated by reference into this Proxy Statement and any references to website locations are for informational purposes only.
Proxy Summary — 2024 Proxy Statement | 9
9 OF 10 Directors are independent under the standards set forth in the NYSE Listed Company Manual
Our directors collectively attended 99% of the 2023 board and committee meetings
30% of the board is female, including our Non-Executive Board Chair
Median director tenure is 7.9 years
| Proposal 1: Election of Directors Named in the Attached Proxy Statement All Brunswick Directors are elected annually. | ||
|---|---|---|
| Nancy E. Cooper 70 Executive Vice President and Chief Financial Officer of CA Technologies, Inc. (Retired) Director Since: 2013 Committees: Non-Executive Board Chair Independent Director | Joseph W. McClanathan 71 President and CEO, Household Products Division of Energizer Holdings, Inc. (Retired) Director Since: 2018 Committees: Independent Director | |
| David C. Everitt 71 President, Agricultural and Turf Division of Deere & Company (Retired) Director Since: 2012 Committees: Independent Director | David V. Singer 68 CEO of Snyder’s-Lance, Inc. (Retired) Director Since: 2013 Committees: Independent Director | |
| Reginald Fils-Aimé 62 President and Chief Operating Officer of Nintendo of America, Inc. (Retired) Director Since: 2021 Committees: Independent Director | J. Steven Whisler 69 Chairman & CEO of Phelps Dodge Corporation (Retired) Director Since: 2007 Committees: Independent Director | |
| Lauren P. Flaherty 66 Executive Vice President and Chief Marketing Officer of CA Technologies, Inc. (Retired) Director Since: 2018 Committees: Independent Director | Roger J. Wood 61 Co-CEO of Tenneco, Inc. (Retired) Director Since: 2012 Committees: Independent Director | |
| David M. Foulkes 62 CEO of Brunswick Corporation Director Since: 2019 Committees: | MaryAnn Wright 62 Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired) Director Since: 2021 Committees: | |
| Independent Director | ||
| Committees Key | |
|---|---|
| Human Resources | Audit and Finance |
| and Compensation | |
| Executive | |
| Nominating and | |
| Corporate Governance | Committee Chair |
10 | 2024 Proxy Statement — Proxy Summary
Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers
For more information, visit page 69
Executive Compensation
For more information, visit page 41
| Compensation Element | Metric(s) | Role | How It’s Designed and Determined |
|---|---|---|---|
| Base Salary | n/a | Provides a fixed element of compensation sufficient to avoid competitive disadvantage and reward day-to-day contributions to the Company. | Reviewed annually, targeting median of market. We consider external competitiveness, individual performance, and internal equity when determining executives’ base salaries. |
| Annual Incentive Plan | • Earnings Per Share (EPS) • Free Cash Flow (FCF) • Divisional Earnings Before Interest and Taxes (EBIT) (Applies to Division NEOs) | Primary element used to reward accomplishments against established business and individual goals within a given year. | Target funding based on planned performance for the year, as approved by the Board of Directors, with actual funding tied to annual performance against target goals and limited to no more than 200% of target funding. |
| Performance Shares | • Cash Flow Return On Investment (CFROI) • Operating Margin • Relative Total Shareholder Return (TSR) • Absolute TSR | Focus management team on achieving 3-year target performance, creating and sustaining value for shareholders. | Annual Performance Share grants for Named Executive Officers (NEOs) represent 50% of targeted equity value. Three-year performance plan with shares earned based on achievement of CFROI and Operating Margin targets, potentially modified by Brunswick’s TSR performance relative to the TSR of an established peer group (as measured over a three-year period). |
| Restricted Stock Units (RSUs) | Absolute TSR | Reinforce retention and reward sustained TSR. | Annual RSU grants for NEOs represent 50% of targeted equity value. 2023 RSUs cliff vest at the end of a three-year period. |
SAY-ON-PAY
97%
approval in 2023
Proxy Summary — 2024 Proxy Statement | 11
WHAT WE DO
| ◾ | Base a substantial percentage of executive pay on performance through annual and long-term incentives |
| ◾ | Require executives to achieve performance-based goals tied to relative shareholder return |
| ◾ | Target median compensation levels and benchmark market data of our peer group when making executive compensation decisions |
| ◾ | Apply strict share ownership requirements to officers and Directors |
| ◾ | Require vested shares from our equity compensation programs to be held until share ownership requirements are met |
| ◾ | Disclose metrics, weightings, and overall outcomes of annual and long-term incentives for executives |
| ◾ | Evaluate and manage risk in our compensation programs |
| ◾ | Use an independent compensation consultant |
| ◾ | Have clawback policies that permit recovery in the event of certain types of misconduct and breaches of restrictive covenants |
| ◾ | Maintain double-trigger equity award vesting acceleration upon involuntary termination following a Change in Control (CIC) |
| ◾ | Engage in a rigorous and thoughtful executive succession planning process with the Board |
WHAT WE DON’T DO
| ◾ | No excise tax gross-ups |
| ◾ | No modified single-trigger or single-trigger CIC severance agreements (we only use double-trigger CIC severance provisions) |
| ◾ | Expressly forbid option repricing not in accordance with plans already approved by shareholders |
| ◾ | Expressly forbid repricing of underwater options under all of our active equity plans |
| ◾ | No hedging of shares by our employees or Directors |
| ◾ | No pledging of shares by our employees or Directors |
| ◾ | No dividends or dividend equivalents on unearned Performance Shares |
2023 Executive Total Targeted Compensation Mix
For more information, visit page 45
CEO COMPENSATION MIX
OTHER NEO COMPENSATION MIX
12 | 2024 Proxy Statement — Proxy Summary
2023 Executive Compensation Summary
For more information, visit page 55
| Year | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | Changes in Pension Value and Non- qualified Defered Compensation Earnings | All Other Compensation | Total |
|---|---|---|---|---|---|---|---|
| David M. Foulkes, Chief Executive Officer | |||||||
| 2023 | $1,162,885 | $ — | $8,179,896 | $1,114,000 | $ — | $389,617 | $10,846,398 |
| Ryan M. Gwillim, Executive Vice President and Chief Financial and Strategy Officer | |||||||
| 2023 | $636,539 | $ — | $1,599,357 | $391,900 | $ — | $136,568 | $2,764,364 |
| Aine L. Denari, Executive Vice President and President, Brunswick Boat Group | |||||||
| 2023 | $530,462 | $ — | $799,678 | $308,300 | $ — | $156,854 | $1,795,294 |
| Brenna D. Preisser, Executive Vice President and President, Business Acceleration | |||||||
| 2023 | $548,692 | $ — | $799,678 | $281,500 | $ — | $152,943 | $1,782,813 |
| Christopher F. Dekker, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer | |||||||
| 2023 | $540,346 | $ — | $799,678 | $277,200 | $ — | $158,325 | $1,775,549 |
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024
For more information, visit page 77
Proxy Statement
| The Board of Directors of Brunswick Corporation (the Board) is soliciting proxies from Brunswick’s shareholders on behalf of the Company for our virtual annual meeting to be conducted via live audio webcast at www. virtualshareholdermeeting.com/BC2024, on Wednesday, May 1, 2024, at 9:00 a.m. CDT (the Annual Meeting). As required by Securities and Exchange Commission (SEC) rules, we are making this Proxy Statement and our Annual Report on Form 10-K available to our shareholders electronically via the Internet. | In addition, we are using the SEC’s Notice and Access Rules to provide shareholders with more options for receipt of these materials. Accordingly, on March 20, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the Notice) to our shareholders containing instructions about how to access this Proxy Statement and Brunswick’s Annual Report via the Internet, how to vote online, by telephone, or by mail, and how to receive paper copies of the documents and a proxy card. |
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Proxy Summary — 2024 Proxy Statement | 13
Proposal 1
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.