BRUNSWICK CORP
For the period ended May 7, 2025. Filed Mar 20, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2025 · Filed Mar 20, 2025
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 14, 2025.
| 1 | Please see Appendix for a reconciliation of non-GAAP measures. |
8 | 2025 Proxy Statement — Proxy Summary
9 OF 10 Directors are independent under the standards set forth in the NYSE Listed Company Manual
Our directors collectively attended 100% of the 2024 board and committee meetings
Median director tenure is 8.9 years
| Proposal 1: Election of Directors Named in the Attached Proxy Statement All Brunswick Directors are elected annually. | |
|---|---|
| Nancy E. Cooper 71 Executive Vice President and Chief Financial Officer of CA Technologies, Inc. (Retired) Director Since: 2013 Committees:●● Independent Director | Joseph W. McClanathan 72 President and CEO, Household Products Division of Energizer Holdings, Inc. (Retired) Director Since: 2018 Committees: ● Independent Director |
| David C. Everitt 72 President, Agricultural and Turf Division of Deere & Company (Retired) Director Since: 2012 Committees: ●●● Lead Independent Director | David V. Singer 69 CEO of Snyder’s-Lance, Inc. (Retired) Director Since: 2013 Committees: ●● Independent Director |
| Reginald Fils-Aimé 63 President and Chief Operating Officer of Nintendo of America, Inc. (Retired) Director Since: 2021 Committees:● Independent Director | J. Steven Whisler 70 Chairman & CEO of Phelps Dodge Corporation (Retired) Director Since: 2007 Committees:●● Independent Director |
| Lauren P. Flaherty 67 Executive Vice President and Chief Marketing Officer of CA Technologies, Inc. (Retired) Director Since: 2018 Committees:● Independent Director | Roger J. Wood 62 Co-CEO of Tenneco, Inc. (Retired) Director Since: 2012 Committees:● Independent Director |
| David M. Foulkes 63 CEO of Brunswick Corporation Director Since: 2019 Committees: Board Chair | MaryAnn Wright 63 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 | ||
Proxy Summary — 2025 Proxy Statement | 9
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 the market median of the appropriate benchmark. We consider external competitiveness, individual performance, experience, responsibilities, skill sets, and internal equity when determining executives’ base salaries. |
| Annual Incentive Plan | • Adjusted 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 performance goals, 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 companies within the S&P 400 Consumer Discretionary Index, (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. 2024 RSUs vest ratably over a three year period from the grant date. |
SAY-ON-PAY
95%
approval in 2024
10 | 2025 Proxy Statement — Proxy Summary
WHAT WE DO
| ● | Base a substantial percentage of executive pay at-risk through annual and long-term incentives |
| ● | Require executives to achieve performance-based goals tied to relative shareholder return |
| ● | Target median compensation levels of our peer group and other market data 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 that go beyond Dodd-Frank requirements |
| ● | 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 |
2024 Executive Total Targeted Compensation Mix
For more information, visit page 45
CEO COMPENSATION MIX
OTHER NEO COMPENSATION MIX
Base Salary
Annual Incentives
Long-Term Incentives
Proxy Summary — 2025 Proxy Statement | 11
2024 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, Chairman and Chief Executive Officer | |||||||
| 2024 | $1,211,539 | $ — | $9,537,788 | $ — | $ — | $242,090 | $10,991,417 |
| Ryan M. Gwillim, Executive Vice President and Chief Financial and Strategy Officer | |||||||
| 2024 | $667,539 | $ — | $1,899,737 | $ — | $ — | $90,461 | $2,657,737 |
| Aine L. Denari, Executive Vice President and President, Navico Group, and Brunswick Chief Technology Officer | |||||||
| 2024 | $566,769 | $ — | $1,499,652 | $ — | $ — | $118,092 | $2,184,513 |
| Brenna D. Preisser, Executive Vice President and President, Brunswick Boat Group | |||||||
| 2024 | $579,250 | $ — | $1,300,051 | $ — | $ — | $104,695 | $1,983,996 |
| John G. Buelow, Executive Vice President and President, Mercury Marine | |||||||
| 2024 | $553,846 | $ — | $1,000,643 | $ — | $ — | $96,501 | $1,650,990 |
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025
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/BC2025, on Wednesday, May 7, 2025, at 8:00 a.m. EDT (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 for the fiscal year ended December 31, 2024 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, 2025, 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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12 | 2025 Proxy Statement — Proxy Summary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.