UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, DC 20549



   

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

☑  Filed by the Registrant

☐ Filed by a Party other than the Registrant

  

Check the appropriate box:

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

 

BRUNSWICK CORPORATION

 

 

 

(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 all boxes that apply):

No fee required

 

Fee paid previously with preliminary materials

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

PRELIMINARY PROXY

 

 


Contents

 

 

 

 

     
7
Proxy Summary

 

15 Proposal 1

 

Election of Directors Named in this Proxy Statement

 

23 Corporate Governance

 

31 Proposals 2a-2c

 

Approval of Amendments to Our Restated Certificate of Incorporation (Charter) to: 

a. Include Officer Exculpation (Proposal 2a)

b. Clarify, Streamline, and Modernize the Charter (Proposal 2b)

c. Eliminate Outdated Language (Proposal 2c)

  

37 Governance Policies and Practices

 

41 Director Compensation

 

45 Stock Held by Directors, Executive Officers, and Principal Shareholders

 

47 Executive Compensation

 

75 Proposal 3

 

Advisory Vote to Approve the Compensation of our Named Executive Officers

     

 

79
Proposal 4

 

Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

 

81 Proposal 5

 

Approval of the Brunswick Corporation 2023 Stock Incentive Plan

 

91 Audit-Related Matters

 

95 Proposal 6

 

Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023

 

97 Submission of Shareholder Proposals for the 2024 Annual Meeting

 

99
Frequently Asked Questions About the Annual Meeting

 

105 Appendices

 

a. Amended and Restated Charter

b. Brunswick Corporation 2023 Stock Incentive Plan

c. Non-GAAP Reconciliations


 

2  |   2023 Proxy Statement — Contents  

 

March *, 2023

 

Dear Fellow Shareholders:Board

 

On behalf of your Board of Directors and management team, thank you for your investment in Brunswick Corporation.

 

Brunswick delivered record financial performance again in 2022, with $6.8 billion in net sales. This continues our exceptional history of strong operating performance and cost control in a challenging macro-economic environment. Our full year GAAP earnings per share of $9.06 and adjusted earnings per share of $10.03 highlight the strength of our businesses and leaders, and the robustness of our portfolio and earnings profile. All our divisions contributed to the strong performance, with our Boat segment full-year operating margins at 10 percent for the first time in Company history, and our Propulsion and Parts and Accessories segments delivering exceptional top-line and operating earnings growth versus prior year.

 

These record financial results were achieved while we posted record safety performance in our facilities across the globe and again earned multiple awards for our Company culture and as an employer of choice. We were recognized by Forbes as a: World’s Best Employer; Best Employer for Diversity; and Best Employer for Veterans. In addition, we were recognized by Newsweek as one of America’s Most Responsible Companies for the third consecutive year and, in early 2023, it was announced that we were named to the list of America’s Best Large Employers by Forbes for the fifth consecutive year. Our more than 18,500 colleagues around the world all contributed to these results while managing through residual pandemic impacts, supply chain disruptions, and significant macro-economic and geopolitical headwinds.

     

As inflation and interest rates began to rise, we took the opportunity to fortify our balance sheet with a $750 million bond issue at extremely favorable rates, and as stock markets came under pressure, we pivoted from M&A to increased share repurchases, completing $450 million of purchases in the year and reducing our shares outstanding (by 7.7% or by 5.9 million shares). In addition, with demand pressures in some portions of our business, we maintained earnings through diligent control of operating costs.

 

We continued to enhance our extraordinary position of leadership in the global recreational marine industry through investments in people, products, technology, manufacturing capacity, and digital transformation. In the area of technology and innovation, we progressed all aspects of our ACES (autonomy, connectivity, electrification, shared access) strategy, including launching industry-leading connected and electrified products, and dramatically expanding Freedom Boat Club locations and membership.

 

In early 2023, at the Consumer Electronics Show (CES) in Las Vegas, we launched a refresh of the Brunswick brand with a contemporary, technology-led look and feel and a new tagline – “Next Never Rests” – reflecting our commitment to delivering innovative, insight-driven solutions now and into the future. Innovation leadership is deeply embedded in our culture and is the foundation of our growth.

     

 

 

 

David M. Foulkes       

 

 

Nancy E. Cooper        



 

Letter from the Board Chair and CEO — 2023 Proxy Statement   |      3

 

     

Some of the many notable highlights in 2022 included:

 

The formation of Navico Group, representing significant integration between the legacy Advanced Systems Group business and three businesses acquired in 2021: Navico, RELiON, and SemahTronix.

 

The announcement and launch of many new ACES products including: the Mercury Marine 7.5e Avator electric outboard, the first in a complete family of electric outboard motors which will be launched over the next few years; the new and award-winning Veer boat brand designed for electrification and the next generation of boaters; and the Fathom II e-Power lithium-ion on-board power management system for marine and RV applications.

 

The completion of a major outboard engine manufacturing capacity expansion at Mercury Marine’s Fond du Lac, Wisconsin facility and the unveiling of the first V10 outboard engine in the world, the 350/400hp Verado which is built with a new 48-volt alternator to charge the Fathom e-Power System. The new V10 completes Mercury’s V-Series product line which already included the V6, V8, and the recently introduced V12 derivatives.

 

The opening of Mercury Marine’s new purpose-built 500,000 square foot distribution center in Indiana.

 

Brunswick Boat Group’s launch of a record sixty new products across its brands, including the new Sea Ray SLX 260, the first boat designed by an all-female design team, and the completion of several boat manufacturing expansion projects.

 

Freedom Boat Club surpassing 370 global locations including expansion in the US, the UK, and France, and new locations in Scandinavia, Puerto Rico, and Scotland.
     

Again achieving record-low recordable incident and lost time incident rates across our global facilities.

 

Brunswick continues to demonstrate a comprehensive and action-oriented commitment to ESG. We made significant progress in our sustainability programming in 2022, reporting on our overall enterprise carbon emissions footprint for the first time, advancing our decarbonization goals with multiple new renewable energy projects, and achieving Zero-Waste-to-Landfill status at nine new locations. Our Mercury Marine division also achieved Green Masters designation for the 12th year in a row. We advanced our DEI commitments with investments in our employees and our programming, and have established five Employee Resource Groups (ERGs) around the world. Highlights of our sustainability programming are included in this Proxy Statement and further details will be available in our 2022 Sustainability Report released later this spring.

 

Your Board continues its commitment to deliver long-term, sustainable shareholder value, and we are confident that our operating performance and capital strategy plans will continue to deliver significant growth. In addition to growth, we are structured to generate durable earnings in a dynamic macro-environment that we believe will translate to shareholder returns accretive to the overall market.

 

We invite you to join us for our annual meeting of shareholders, which will be conducted via live audio webcast on May 3, 2023. You may attend the virtual meeting of shareholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ BC2023. We look forward to your attendance and participation again this year.

 

Your vote is very important. Whether or not you plan to attend the meeting, please vote via the Internet, by telephone, or by signing and returning a proxy card.



 

     

Thank you for your continued support.

 

Nancy E. Cooper

Non-Executive Board Chair | Brunswick Corporation

     

 

 

David M. Foulkes 

Chief Executive Officer | Brunswick Corporation



 

4  |   2023 Proxy Statement — Letter from the Board Chair and CEO  

Notice

 

2023 Annual Meeting of Shareholders

 

 

 

Date May 3, 2023 | Time — 9 a.m. CDT

 

Location Online at www.virtualshareholdermeeting.com/BC2023

 

Voting Matters — 2023 Proposals Board
Recommends:
Learn More
on Page:
         
Proposal 1:

FOR each

nominee

  15
Election of Directors Named in this Proxy Statement    
         
Proposals 2a-2c:     31
Approval of Amendments to Our Restated Certificate        
of Incorporation (Charter) to        
•  Include Officer Exculpation FOR      
•  Clarify, Streamline, and Modernize the Charter FOR    
•  Eliminate Outdated Language FOR    
         
Proposal 3:     75
Advisory Vote to Approve the Compensation of Our FOR      
Named Executive Officers    
         
Proposal 4:     79
Advisory Vote on the Frequency of the Advisory Vote ONE YEAR    
on Executive Compensation    
         
Proposal 5: FOR   81
Approval of the Brunswick Corporation 2023 Stock Incentive Plan    
       
         
Proposal 6: FOR   95
Ratification of the Appointment of Independent Registered Public    
Accounting Firm for the Fiscal Year Ending December 31, 2023    
         

 

 

Review Your Proxy Statement and Vote in One of Four Ways*:

 

             
By Internet   By Phone   By Mail   Annual Meeting
www.proxyvote.com
By 11:59 p.m. EDT
on May 2, 2023
  1-800-690-6903
By 11:59 p.m. EDT
on May 2, 2023
  Completing, signing, and
returning your proxy or
voting instruction card to
arrive by May 2, 2023
  www.virtualshareholder
meeting.com/BC2023
May 3, 2023
vote beginning at
8:30 a.m. CDT

 

 

 

AM I ELIGIBLE TO VOTE?

 

You can vote if you were a shareholder of record at the close of business on March 6, 2023.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* If you hold shares in the Brunswick Retirement Savings Plan or the Brunswick Rewards Plan, you must direct the trustee of these plans how to vote these shares by one of the above methods no later than 11:59 p.m. EDT on April 28, 2023.

 

Certain statements in this Proxy Statement are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates, and projections and by their nature address matters that are, to different degrees, uncertain. Words such as “may,” “could,” “should,” “expect,” “believe” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks that may cause actual results to differ materially from expectations as of the date of this Proxy Statement.

 

 

 

Notice — 2023 Proxy Statement   |   5


 


 


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, 2023.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 Please see Appendix C for a reconciliation of non-GAAP measures.

 

Recognized for Making Waves

 

 

 

8   |   2023 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 strategy 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:

     

 



Product Management

 

Mercury Marine launched the new Avator™ electric outboard, with the potential for boating with zero direct emissions, in January 2023

 

Use of lifecycle analysis was leveraged in major new product development efforts across all Brunswick divisions

 

Navico Group launched one new product using resins containing recycled content and another with the owner’s manual available online
     

Energy Management

  

Mercury Marine completed major energy efficiency installations  expected to save 2.2 million kWh of electricity and 136,000 therms of natural gas per year

  

Installation of solar panels at facilities in three global locations

 

LED lighting upgrades at various global facilities

  

Mercury Marine announced a partnership with Alliant Energy to build a 5 MW solar array in Fond du Lac, Wisconsin
     

 



Occupational Safety

  

Recordable incident rate declined from 1.62 in 2021 to 1.34 in 2022

 

Brunswick reported no fatalities in 2022
     

Diversity, Equity, & Inclusion

 

Brunswick’s five employee resource groups hosted 20+ events, and formed 6 partnerships supporting diversity in recreational boating

 

We increased women in the global workforce to 29% in 2022 (27% in 2021)
     

 



For more information on our sustainability strategy, programming, data, and goals, we refer you to our annual Sustainability Report (which is not incorporated by reference herein), available on our website at https://www.brunswick.com/corporate-responsibility/sustainability.

  

Proxy Summary — 2023 Proxy Statement   |      9

 

 
 
9 OF 10
 
Directors are independent under the standards set forth in the NYSE Listed Company Manual
 
 

 

 
 
Our directors collectively attended
 
93%
 
of the 2022 board and committee meetings
 
 

 

 
 
30%
 
of the board is female, including our Non-Executive Board Chair
 
 

 

 
 
Median director tenure is
 
6.9 years
 
 

  

Proposal 1: Election of Directors Named in the Attached Proxy Statement

 

All Brunswick Directors are elected annually.

  

Nancy E. Cooper   69
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  70
President and CEO, Household
Products Division of Energizer
Holdings, Inc. (Retired)
Director Since: 2018
Committees:
Independent Director

 

David C. Everitt   70
President, Agricultural and
Turf Division of Deere &
Company (Retired)
Director Since: 2012
Committees:
Independent Director
  David V. Singer   67
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   68
Chairman & CEO of Phelps
Dodge Corporation (Retired)
Director Since: 2007
Committees:
Independent Director

 

Lauren P. Flaherty   65
Executive Vice President and
Chief Marketing Officer of
CA Technologies, Inc. (Retired)
Director Since: 2018
Committees:
Independent Director
  Roger J. Wood    60
Co-CEO of Tenneco,
Inc. (Retired)
Director Since: 2012
Committees:
 
Independent Director

 

David M. Foulkes   61
CEO of Brunswick Corporation
Director Since: 2019
Committees:
  MaryAnn Wright   61
Group Vice President of Global
Engineering and Product
Development, Power Solutions,
Johnson Controls (Retired)
Director Since: 2021
Committees:
Independent Director

   

Committees Key    
     
   Human Resources and    Audit and Finance  
       Compensation    
      Executive  
   Nominating and    
      Corporate Governance     Committee Chair  
     

10  |   2023 Proxy Statement — Proxy Summary

Proposals 2a-2c: Amend Our Restated Certificate of Incorporation

 

Approval of Amendments to our Restated Certification of Incorporation (Charter) to (a) Include Officer Exculpation; (b) Clarify, Streamline, and Modernize the Charter; and (c) Eliminate Outdated Language

 

For more information, visit page 31

 

 

Proposal 3: Advisory Vote to Approve the Compensation of our Named Executive Officers

 

For more information, visit page 75

 

 

Proposal 4: Advisory Vote to Approve the Frequency of the Advisory Vote on Executive Compensation

 

For more information, visit page 79

 

 

Executive Compensation 

 

For more information, visit page 47

 

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. RSUs cliff vest at the end of a three-year period.
       

  

 

SAY-ON-PAY

 

 
 
93%
approval in 2022
 
 

  

Proxy Summary — 2023 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 an established clawback policy

 

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 exchanges of underwater options for cash in all of our active equity plans

 

No hedging of shares by our Directors or employees

 

No pledging of shares by our Directors or employees

 

No dividends or dividend equivalents on unearned Performance Shares

 

2022 Executive Total Targeted Compensation Mix

 

For more information, visit page 51

 

 

CEO COMPENSATION MIX

 

 

OTHER NEO COMPENSATION MIX

 

 

 


12   |   2023 Proxy Statement — Proxy Summary  


 

2022 Executive Compensation Summary

 

For more information, visit page 61

 

Year Salary Stock
Awards
Non-Equity
Incentive Plan
Compensation
All Other
Compensation
Total
David M. Foulkes, Chief Executive Officer
2022 $1,118,423 $6,844,580 $1,203,000 $372,135 $9,538,138
Ryan M. Gwillim, Executive Vice President and Chief Financial Officer
2022 $586,539 $1,350,439 $350,600 $121,322 $2,408,900
Christopher D. Drees1, Former Executive Vice President and President, Mercury Marine
2022 $549,231 $1,199,972 $326,700 $155,929 $2,231,832
Christopher F. Dekker, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer
2022 $519,615 $799,977 $310,600 $154,451 $1,784,643
Brenna D. Preisser, Executive Vice President, Strategy and President, Business Acceleration
2022 $521,442 $799,977 $311,700 $146,530 $1,779,649
           
1   Mr. Drees resigned his position as a Section 16 Officer effective February 7, 2023, and left the Company on March 3, 2023. See the Current Report on Form 8-K filed with the SEC on February 7, 2023 for additional information.

 

 

 

 

Proposal 5: Approval of the Brunswick Corporation 2023 Stock Incentive Plan

 

The Company will ask shareholders to approve a new stock incentive plan at the Annual Meeting.

 

For more information, visit page 81

 

 

 

Proposal 6: Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023

 

For more information, visit page 95

 


Proxy Summary — 2023 Proxy Statement   |   13


 

     

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/BC2023, on Wednesday, May 3, 2023, 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 *, 2023, 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.



 

14   |   2023 Proxy Statement — Proxy Summary  


 


 

Proposal 1 

 

Election of Directors

 

 

 

 

 

Voting  Recommendation:

 

Your Board of Directors recommends a vote FOR the election of the nominees.

       
What am I voting on? Shareholders are being asked to elect ten individuals named in this Proxy Statement to serve on the Board of Directors.
   
   
The current Board of Directors has nominated the following for election as Directors:  
       
  Nancy E. Cooper   Joseph W. McClanathan
       
  David C. Everitt   David V. Singer
       
  Reginald Fils-Aimé   J. Steven Whisler
       
  Lauren P. Flaherty   Roger J. Wood
       
  David M. Foulkes   MaryAnn Wright
       
       
If elected by our shareholders, each nominee will serve for a one-year term expiring at our 2024 Annual Meeting. Each Director will hold office until a successor has been elected and qualified or until the Director’s earlier resignation or removal. Biographical and other information regarding the Directors’ experience, qualifications, attributes, or skills that led the Board to conclude that such individuals should serve on the Board in light of our business and leadership structure is set forth below.

 

16   |   2023 Proxy Statement — Proposal 1  


   

Election Of Director Nominees For Terms Expiring

At The 2024 Annual Meeting

     

 

 

Executive Vice President
and Chief Financial Officer
of CA Technologies,
Inc. (Retired)

 

Director Since: 2013

 

Age: 69

 

Committees:

 

Human Resources and
Compensation

Nominating and Corporate
Governance

Executive (Chair)


Non-Executive Board Chair

 

Independent Director

 

Nancy E. Cooper

 

Ms. Cooper serves as our Non-Executive Board Chair. As the former Executive Vice President and Chief Financial Officer of CA Technologies, Inc., she brings financial acumen and technology experience to our Board. Ms. Cooper’s extensive experience as a chief financial officer and her other financial, technological, and leadership roles for several companies allow her to provide invaluable advice and guidance to management and the Board regarding strategic planning and innovation. Her experience and her service on another public company audit committee assist the Board in several areas including corporate governance, finance, internal control, and audit matters.

 

Experience: Retired; Executive Vice President and Chief Financial Officer of CA Technologies, Inc., a global developer of licensed enterprise software products and services, which was acquired by Broadcom Inc. in November 2018, 2006 to 2011; Chief Financial Officer of IMS Health, Inc., a global information and technology services company, 2001 to 2006; twenty years at IBM Corporation, including Senior Management Group focused on technology strategy and financial management. Director of Guardian Life Insurance Company of America and Aptiv PLC; previously served as Director of Teradata Corporation and The Mosaic Company.

KEY SKILLS AND ATTRIBUTES
 
  Audit/Finance
   
  CEO/CFO Experience
   
  Diverse
   
  Global
   
  Public Company Board
   
  Technology/
Innovation/Digital

     

 

 

President, Agricultural

and Turf Division of Deere

& Company (Retired)

 

Director Since: 2012

 

Age: 70

 

Committees:

Human Resources and

Compensation (Chair)

Nominating and Corporate

Governance

Executive

 

Independent Director

 

David C. Everitt

 

As the former President of Deere & Company’s largest division, Mr. Everitt brings engineering experience, global expertise, and extensive knowledge of dealer and distribution issues to our Board. Mr. Everitt also provides crucial operations, manufacturing, and marketing experience.

 

Experience: Retired; President, Agricultural and Turf Division—North America, Asia, Australia, and Sub-Saharan and South Africa, and Global Tractor and Turf Products of Deere & Company, the world’s largest manufacturer of agricultural equipment and a major U.S. producer of construction, forestry, and lawn and grounds care equipment, 2009 to 2012; President, Agricultural Division—North America, Australia, Asia and Global Tractor and Implement Sourcing, 2006 to 2009; President, Agricultural Division—Europe, Africa, South America and Global Harvesting Equipment Sourcing, 2001 to 2006. Director of Allison Transmission Holdings, Inc., Corteva, Inc., and Harsco Corporation; previously served as Director of Nutrien Ltd. and Agrium Inc.

KEY SKILLS AND ATTRIBUTES
 
  Brand & Marketing
   
  Dealers/Distribution
   
  Global
   
 

Operations/

Manufacturing

   
  Public Company Board

Proposal 1 — 2023 Proxy Statement   |      17


 

   

Election Of Director Nominees For Terms Expiring

At The 2024 Annual Meeting

     

 

 

President and Chief

Operating Officer of

Nintendo of America,

Inc. (Retired)

 

Director Since: 2021

 

Age: 62

 

Committees:

Audit and Finance

 

Independent Director

 

Reginald Fils-Aimé

 

With over 15 years at Nintendo, including 13 years as the President and Chief Operating Officer, Mr. Fils-Aimé has significant experience with company transformation, consumer products, brands, marketing, technology, and innovation. Mr. Fils-Aimé’s background allows him to provide significant guidance to the Board regarding strategic planning, digital technology, human resources, and financial matters.

 

Experience: Managing Partner of Brentwood Growth Partners LLC, a leadership consultancy, 2019 to present; President and Chief Operating Officer of Nintendo Co. Ltd. and Nintendo of America Inc., a gaming and entertainment company, 2006 to 2019; Executive Officer for Nintendo Co., Ltd., 2016 to 2019; Director of Spin Master Corporation and Chairman of UTA Acquisition Corporation; previously served as Director of GameStop Corporation.

KEY SKILLS AND ATTRIBUTES
 
  Audit/Finance
   
  Brand & Marketing
   
  Diverse
   
  Global
   
  Public Company Board
   
 

Technology/

Innovation/Digital


     

 

 

Executive Vice

President and Chief

Marketing Officer

of CA Technologies,

Inc. (Retired)

 

Director Since: 2018

 

Age: 65

 

Committees: 

Human Resources and

Compensation

Nominating and Corporate Governance

 

Independent Director

 

Lauren P. Flaherty

 

As an experienced leader who has served a diverse profile of companies, from globally recognized technology leaders to high-growth, Silicon Valley innovators, Ms. Flaherty brings extensive marketing experience and strategic planning skills to our Board. Ms. Flaherty’s experience assists the Board in several areas including digital go-to-market, technology, and global operations.

 

Experience: Retired; Senior Advisor to McKinsey & Company, a global management consulting firm, 2021; Executive Vice President and Chief Marketing Officer at CA Technologies, Inc., a global developer of licensed enterprise software products and services, which was acquired by Broadcom Inc. in November 2018, 2013 to 2018; Chief Marketing Officer and Executive Vice President at Juniper Networks, Inc., 2009 to 2013; Chief Marketing Officer of Nortel Networks Corporation, 2006 to 2009; various positions of increasing responsibility at IBM, 1980 to 2006; previously served as Director of Xactly Corp.

 

KEY SKILLS AND ATTRIBUTES
 
  Brand & Marketing
   
  Diverse
   
  Global
   
  Public Company Board
   
 

Technology/

Innovation/Digital


18  |   2023 Proxy Statement — Proposal 1  


 

   

Election Of Director Nominees For Terms Expiring

At The 2024 Annual Meeting

     

 

 

CEO of Brunswick

Corporation

 

Director Since: 2019

 

Age: 61

 

Committees:

Executive 

 

David M. Foulkes

 

As current CEO and the former Chief Technology Officer, President, Brunswick Marine Consumer Solutions, and head of Product Development at Brunswick’s largest business unit, Mercury Marine, Mr. Foulkes is well positioned to provide expertise and guidance in leading-edge design, technology, and innovation. Mr. Foulkes’ roles also have given him extensive knowledge of our businesses and industries. This experience allows him to communicate effectively with the Board about our operations, product development, and overall business strategy. Based on his various roles within Brunswick and his prior experience, Mr. Foulkes brings comprehensive management and manufacturing experience to our Board and a unique understanding of the operations, financial, and marketing challenges facing companies in the marine market.

 

Experience: CEO of Brunswick Corporation, January 2019 to present; Chief Technology Officer and President, Brunswick Marine Consumer Solutions, 2018 to 2019; VP and Chief Technology Officer of Brunswick Corporation, 2014 to 2018; VP of Product Development and Engineering, Mercury Marine, 2010 to 2018; President of Mercury Racing, 2012 to 2018; Mercury Marine VP for Research and Development, 2007 to 2010. Previous senior roles with Ford Motor Company, Shell Exploration, and the United Kingdom Ministry of Defense; Director of Vontier Corporation.

KEY SKILLS AND ATTRIBUTES
 
  Audit/Finance
   
  CEO/CFO Experience
   
  Dealers/Distribution
   
  Global
   
  Operations/
Manufacturing
   
  Public Company Board
   
 

Technology/

Innovation/Digital


     

 

 

President and CEO,

Household Products

Division of Energizer

Holdings, Inc. (Retired)

 

Director Since: 2018

 

Age: 70

 

Committees:

Audit and Finance

 

Independent Director

 

Joseph W. McClanathan

 

As the former President and Chief Executive Officer of a large division of a global leader in power solutions, Mr. McClanathan brings extensive expertise in manufacturing, sales and marketing, and international business operations to our Board. Mr. McClanathan also provides unique insight into consumer solutions, and assists management and the Board with his significant experience with financial issues, human resources, executive compensation, and strategic planning.

 

Experience: Retired; President and Chief Executive Officer, Household Products Division of Energizer Holdings, Inc., a leading manufacturer of primary batteries, portable flashlights, and lanterns, 2004 to 2012; President—North America, Energizer Holdings, 1999 to 2004. Previously served in various leadership roles at Ralston Purina Company, prior to the Energizer spinoff, including Vice President—Chief Technology Officer of Eveready Battery Company; Vice President—General Manager of Energizer Power Systems, and Director— Trade Marketing of Eveready Battery Company. Director of Leggett and Platt, Incorporated.

KEY SKILLS AND ATTRIBUTES
 
  Audit/Finance
   
  Brand & Marketing
   
  Dealers/Distribution
   
  Global
   
 

Governance and

Compliance

   
  Operations/
Manufacturing
   
  Public Company Board

Proposal 1 — 2023 Proxy Statement   |      19


 

   

Election Of Director Nominees For Terms Expiring

At The 2024 Annual Meeting

     

 

 

CEO of Snyder’s-Lance,

Inc. (Retired)

 

Director Since: 2013

 

Age: 67

 

Committees:

Audit and Finance (Chair)

Executive

 

Independent Director

 

David V. Singer

 

As the former Chief Executive Officer of a maker and global marketer of snack foods and through his director and public company audit committee roles, Mr. Singer brings extensive management and financial experience to our Board, as well as experience in brand and marketing, supply chain, manufacturing, logistics, and distribution matters. Mr. Singer’s experience in corporate finance, governance, and acquisitions is beneficial to the Board in several areas including oversight of external auditors and internal controls.

 

Experience: Retired; Chief Executive Officer of Snyder’s-Lance, Inc., a leading snack food company, 2010 to 2013; President and Chief Executive Officer of Lance, Inc., 2005 to 2010; Executive Vice President and Chief Financial Officer of Coca-Cola Bottling Company Consolidated, 2001 to 2005. Director of Performance Food Group Company; previously served as Director of Flowers Foods, Inc., Hanesbrands, Inc., Lance, Inc., Snyder’s-Lance, Inc., and SPX Flow, Inc.

KEY SKILLS AND ATTRIBUTES
 
  Audit/Finance
   
  Brand & Marketing
   
  CEO/CFO Experience
   
  Dealers/Distribution
   
  Global
   
 

Governance and

Compliance

   
  Operations/
Manufacturing
   
  Public Company Board

     

 

 

Chairman & CEO

of Phelps Dodge

Corporation (Retired)

 

Director Since: 2007

 

Age: 68

 

Committees:

Human Resources and

Compensation

Nominating and Corporate

Governance (Chair)

Executive

 

Independent Director

 

J. Steven Whisler

 

As the former Chairman and Chief Executive Officer of a mining and manufacturing company with operations on several continents, Mr. Whisler has extensive experience with international business operations and regulatory compliance matters. Additionally, Mr. Whisler’s background enables him to provide strategic advice and guidance to our Company’s management and Board regarding financial, human resources, and risk oversight matters.

 

Experience: Retired; Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, 2000 to 2007; employed by Phelps Dodge Corporation in a number of positions since 1976, including President and Chief Operating Officer. Director of CSX Corporation; previously served as Director of Burlington Northern Santa Fe Corporation, U.S. Airways Group, Inc., and International Paper Company (Presiding Director 2009 to 2017).

KEY SKILLS AND ATTRIBUTES
 
  Audit/Finance
   
  CEO/CFO Experience
   
  Dealers/Distribution
   
  Global
   
 

Governance and

Compliance

   
  Operations/
Manufacturing
   
  Public Company Board
   
 

Technology/

Innovation/Digital


20  |   2023 Proxy Statement — Proposal 1  


 

   

Election Of Director Nominees For Terms Expiring

At The 2024 Annual Meeting

     

 

 

Co-CEO of Tenneco,

Inc. (Retired)

 

Director Since: 2012

 

Age: 60

 

Committees:

Human Resources and

Compensation

Nominating and Corporate

Governance

 

Independent Director

 

Roger J. Wood

 

As the former Co-CEO of one of the world’s largest designers, manufacturers, and marketers of ride performance and clean air products and systems, in addition to his previous experience, Mr. Wood brings substantial expertise regarding manufacturing, technology, and customer solutions to our Board. Mr. Wood’s experience as a CEO of multiple public manufacturing companies provides unique insight and significant knowledge to the Board in the areas of manufacturing operations, business management, global operations, and strategic planning.

 

Experience: Retired; Co-Chief Executive Officer, Tenneco, Inc., an automotive components original equipment manufacturer; July 2018 to January 2020; Chairman and Chief Executive Officer, Fallbrook Technologies Inc., a privately held technology developer and manufacturer, February to July 2018; President and Chief Executive Officer of Dana Incorporated, a world leader in the supply of axles, driveshafts, off-highway transmissions, sealing and thermal-management products, and genuine service parts, 2011 to 2015; Group President, Engine of BorgWarner, Inc., a worldwide automotive industry components and parts supplier, 2010 to 2011; Executive Vice President of BorgWarner Inc., 2009 to 2011; President of BorgWarner Turbo Systems Inc. and BorgWarner Emissions Systems Inc., 2005 to 2009. Director of Fallbrook Technologies Inc.; previously served as Director of Tenneco Inc. and Dana Incorporated and as Lead Director of Fallbrook Technologies Inc. 

KEY SKILLS AND ATTRIBUTES
 
  Audit/Finance
   
  CEO/CFO Experience
   
  Global
   
  Operations/
Manufacturing
   
  Public Company Board
   
 

Technology/

Innovation/Digital


     

 

 

Group Vice President of

Global Engineering and

Product Development,

Power Solutions, Johnson

Controls (Retired)

 

Director Since: 2021

 

Age: 61

 

Committees:

Audit and Finance

 

Independent Director

 

MaryAnn Wright

 

Ms. Wright provides the Board with technology and innovation insights based on her extensive prior executive experiences at Johnson Controls and Ford Motor Company. In addition, her background includes skills in finance, program management, and operations, which assist the Board in strategic planning, technology, and financial matters.

 

Experience: Retired; Principal and Owner, TechGoddess LLC, a technology and product development consultancy for the automotive and mobility sectors, 2017 to 2019; Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls, 2013 to 2018; VP Technology and Innovation, Johnson Controls Power Solutions, 2009 to 2013; VP GM Advanced Power Solutions and CEO Johnson Controls-Saft, 2007 to 2009; Executive VP Engineering, Product Development, Commercial and Program Management, Collins & Aikman Corp., 2006 to 2007; Previous senior roles of increasing responsibility at Ford Motor Company, 1989 to 2005. Director of Group1 Automotive Inc., Micron Technology, and Solid Power; previously served as Director of Delphi Technologies and Maxim Integrated.

KEY SKILLS AND ATTRIBUTES
 
  Audit/Finance
   
  Dealers/Distribution
   
  Diverse
   
  Global
   
 

Governance and

Compliance

   
  Operations/
Manufacturing
   
  Public Company Board
   
 

Technology/

Innovation/Digital


Proposal 1 — 2023 Proxy Statement   |      21


 

 

 


 

 

 


 

Corporate

Governance

 

ALL OF THE
MEMBERS OF THE

 

 

 

The Board of Directors has adopted written Principles and Practices (the Principles) which are available on our website, www.brunswick. com/investors/corporate-governance/governance-documents, or in print upon any Brunswick shareholder’s request. The Principles set the framework for our governance structure. The Board believes that good corporate governance is a source of our competitive advantage. Good governance allows the skills, experience, and judgment of the Board to support our executive management team, enabling management to improve our performance and maximize shareholder value.

 

As set forth in the Principles, the Board’s responsibilities include overseeing and directing management in building long-term value for shareholders. The Chief Executive Officer (CEO) and the senior management team are responsible for managing day-to-day business operations and for presenting regular updates to the Board about our business. The Board offers the CEO and management constructive advice and counsel and may, in its sole discretion and at the Company’s expense, obtain advice and counsel from independent legal, financial, accounting, compensation, and other advisors.

 

The Board of Directors met seven times during 2022. Our Directors collectively attended 93% of the 2022 Board and committee meetings. The Principles provide that all members of the Board are requested to attend Brunswick’s Annual Meeting of Shareholders. All Directors then in office attended the 2022 Annual Meeting of Shareholders.

 

The independent Directors regularly meet in executive session without members of management present. Our Non-Executive Board Chair, Nancy Cooper, presides and acts as the Board’s leader. Additionally, the Board Chair serves as a liaison between management and the Board and is responsible for consulting with the CEO regarding Board and committee meeting agendas and Board governance matters.

 

 

 

24  |   2023 Proxy Statement — Corporate Governance  


 

Board Qualifications

 

Among other things, the Board expects each Director to understand our business and the markets in which we operate, monitor economic and business trends, and use his or her perspective, background, experience, and knowledge to provide management with insights and guidance. To that end, the Board is comprised of business savvy Directors with strategic mindsets and meaningful operational skills. The Board continually monitors its members’ skills and experience and considers their expertise for succession planning and committee assignments.

 

  As part of this evaluation process, the Board and its committees conduct annual self-evaluations and the Board Chair may also engage individual Board members regarding Board or committee performance. In the past, the Board has engaged an independent third party to interview Directors and facilitate the Board, committee, and Director review process. This third party reports on findings and provides feedback on Board performance relative to our peers.  

 

Key Skills and Attributes

 

  N. Cooper D. Everitt R. Fils- Aimé L. Flaherty D. Foulkes J. McClanathan D. Singer S. Whisler R. Wood M. Wright
Audit/Finance      
Brand and Marketing          
CEO/CFO Experience          
Dealers/ Distribution        
Global
Governance and Compliance            
Operations/ Manufacturing      
Other Public Company Boards  
Technology/ Innovation/ Digital      
Gender Identity Female Male Male Female Male Male Male Male Male Female
Race/Ethnicity White White African American White White White White White White White
LGBTQ+ No No No No No No No No No No

 

Corporate Governance — 2023 Proxy Statement   |      25


 

 

Board Selection and Refreshment

 

The Nominating and Corporate Governance Committee Candidate Selection Process

   
   

 

 

Director Candidate Considerations

   
 

•   Integrity

•   Experience

•   Achievements

•   Judgment

•   Intelligence

•   Personal Character

•   Diversity—Race, Gender, Other

•   Ability to Make Independent Analytical Inquiries

•   Willingness to Devote Time to Board Duties

•   Likelihood of Board Tenure

 

The Board and the Nominating and Corporate Governance Committee (Governance Committee) believe that a diverse Board of Directors is important. Therefore, in addition to racial and gender diversity, additional consideration is given to achieving an overall diversity of perspectives, backgrounds, and experiences in Board membership. While the Board does not have a formal diversity policy, the Governance Committee, in consultation with the Board Chair, is responsible for identifying, screening, personally interviewing, and recommending candidates to the Board, with due consideration for diversity. The Board regularly reviews Board performance, including the composition of the Directors and the committees, and the Governance Committee makes recommendations regarding Director nominations for re-election on an annual basis. The Governance Committee may retain a third-party search firm to assist it with identifying or recruiting qualified candidates when vacancies arise.

 

The Principles require a non-employee Director to retire from the Board at the first annual meeting of shareholders following his or her 75th birthday, and for an employee Director to resign when he or she ceases employment with Brunswick. In the last ten years, the Board has not granted any waiver to these policies.

 

The Governance Committee will consider qualified director candidates who shareholders suggest by written submissions to:

 

Brunswick Corporation

26125 N. Riverwoods Blvd., Suite 500

Mettawa, IL 60045

Attention: Corporate Secretary’s Office

email: corporate.secretary@brunswick.com

 

Any recommendation a shareholder submits must include the name of the candidate, a description of the candidate’s educational and professional background, contact information for the candidate, and a brief explanation of why the shareholder believes the candidate is suitable for election. The Governance Committee will apply the same standards in considering director candidates recommended by shareholders as it applies to other candidates.

 

In addition to recommending director candidates to the Governance Committee, shareholders may also, pursuant to procedures established in our Amended By-Laws, directly nominate one or more director candidates to stand for election through our advance notice or proxy access procedures.

 

26  |   2023 Proxy Statement — Corporate Governance  


 

In order for a shareholder nominee to be included in our Proxy Statement for an annual meeting, the nomination notice must be provided between 120 and 150 days before the anniversary date that we first mailed our Proxy Statement for the annual meeting of the previous year, and must comply with all applicable requirements in the Amended By-Laws. To nominate director candidates to stand for election at an annual meeting of shareholders without including them in our proxy materials, a shareholder must deliver written notice of the nomination to Brunswick’s Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. For a special meeting of shareholders, a shareholder wishing to make such a nomination must deliver written notice of the nomination to Brunswick’s Secretary no later than the close of business on the tenth day following the date on which notice of the meeting is first given to shareholders. In any case, a notice of nomination submitted by a shareholder must include information concerning the nominating shareholder and the shareholder’s nominee(s) as required by our Amended By-Laws.

 

Board Leadership

 

Ms. Cooper, who was elected Brunswick’s first female Board Chair in 2020, continues to serve in that role. Our CEO, Mr. Foulkes, is our only non-independent Director. Our Board believes the current leadership structure is effective, leveraging Ms. Cooper’s leadership and extensive financial experience and Mr. Foulkes’ significant experience with the Company and its operations.

 

Although the CEO is the Director most familiar with our business, industry, and day-to-day operations, the Board Chair and the independent Directors have invaluable experience and expertise from outside the Company, giving them different perspectives regarding our strategic goals and objectives. As a Director, Mr. Foulkes is well-positioned to bring Company-specific experience to help the Board focus on those issues of greatest importance to the Company and its shareholders.

 

The position of Board Chair and CEO may be combined or separated as deemed appropriate by the Board. If the Board Chair and the CEO

 

are the same person, the independent directors will select an independent director to act as the Board’s leader when it meets in executive session or when the Board Chair is unable to lead the Board’s deliberations (the Lead Director). The Lead Director will also serve as a liaison between the Board and the CEO. If the Board Chair and the CEO are not the same person, the person serving as the Board Chair shall serve in the capacity of Board Chair for no more than four consecutive annual meetings of stockholders. A further general description of the roles and responsibilities of the Board Chair and Lead Director is set forth in our Principles.

 

Director Independence

 

As noted in the Principles, the Board believes that independent Directors should constitute a substantial majority of the Board and that no more than two members of management may serve on the Board at the same time. The Principles provide that a Director shall be considered to be independent if he or she satisfies the general Director independence standards established by the NYSE. The NYSE standards provide that a Director will not be independent unless the Board affirmatively determines that the Director has no material relationship with Brunswick (either directly or as a partner, shareholder, or officer of an organization that has a relationship with Brunswick).

 

Applying the NYSE standards, and considering all relevant facts and circumstances, the Board has made an affirmative determination that none of the independent Directors has a material relationship with Brunswick and that all Directors, other than Mr. Foulkes, are independent. Mr. Foulkes is not independent due to his position as CEO of Brunswick.

 

Shareholder Engagement

 

Our active investor relations efforts include regular and ongoing engagement with current and potential investors, financial analysts, and the media through conference calls, correspondence, conferences, in person or virtual investor meetings, and other events. This ensures

 

 

Corporate Governance — 2023 Proxy Statement   |      27


 

 

that management and the Board understand, consider, and address the issues that matter most to our shareholders. Since 2012, Brunswick has held an Investor Day at least every two years, and regularly hosts other investor events, most recently in February 2023.

 

Investor events allow investors access to our top managers to discuss and explain our businesses, update the audience on our progress against our current long-term plan, and outline our future plans, strategies, and commitments.

 

Shareholder

Communication

 

The Principles provide that our shareholders or other interested parties may, at any time, communicate in writing with the Board, the Board Chair, or the independent Directors as a group, by writing to:

 

Brunswick Corporation

26125 N. Riverwoods Blvd., Suite 500

Mettawa, IL 60045 

Attention: Corporate Secretary’s Office 

email: corporate.secretary@brunswick.com 

 

The General Counsel will review and distribute, as appropriate, copies of written communications received by any of these means, depending on the subject matter and facts and circumstances described in the communication. Communications that are not related to the duties and responsibilities of the Board, or are otherwise considered to be improper for submission to the intended recipient(s), will not be forwarded to the Board, the Board Chair, or the non-management Directors.

 

Board Committees

 

The Board of Directors has four committees: Audit and Finance, Nominating and Corporate Governance, Human Resources and Compensation, and Executive. Each committee is comprised solely of independent Directors, as that standard is determined by the Principles and the NYSE Listed Company Manual, with the exception of the Executive Committee, where Mr. Foulkes serves as a member. Each of the committees may, at its sole discretion and at Brunswick’s expense, obtain advice and assistance from outside legal, financial, accounting, or other experts and advisors.

 

The following table shows the current membership of these committees:

 

    Audit &
Finance
Nominating &
Corporate Governance
Human Resources &
Compensation

Executive

 

  N. Cooper  
  D. Everitt  
  R. Fils-Aimé      
  L. Flaherty    
  D. Foulkes      
  J. McClanathan      
  D. Singer    
  S. Whisler  
  R. Wood    
  M. Wright      

 

indicates committee chair.

 

28  |   2023 Proxy Statement — Corporate Governance  

Board Committees

 

The principal responsibilities of each of these committees are described generally below and in detail in their respective committee charters, which are available at www.brunswick.com/investors/ corporate-governance/board-committees, or in print upon request by any Brunswick shareholder.

 
   
The Executive Committee is comprised of the Board Chair, the CEO, and the Chairs of the Board committees. The Executive   Committee meets from time to time at the request of the Board Chair, but did not meet in 2022.  

 

Audit and Finance Committee

 

   
 

Number of Times this

Committee Met in 2022 — 10

   

 

The Audit and Finance Committee assists the Board in reviewing and overseeing the following, which are standing agenda items at each of the Committee’s regular meetings:

 

•   Brunswick’s accounting, auditing, and reporting practices;

•   Its independent registered public accounting firm;

•   Its system of internal controls and the internal audit function;

•   The quality and integrity of its financial information and disclosures;

•   Its information technology and information security/cybersecurity programs and annual training;

•   Brunswick’s capital allocation and financial structure, including debt, financial policies, capital expenditures, and capital expenditure budgets; and

•   Proposals for corporate financing, short and long- term borrowings, dividend declaration

 

 

and distribution, material investments and divestitures, share repurchases, insurance coverage, hedging practices, and associated derivatives.

 

The Committee also reviews certain regulatory and compliance matters, policies regarding risk assessment and risk management, and corporate tax strategy. The Audit and Finance Committee receives and investigates any reports made to it concerning possible material violations of law or breaches of fiduciary duty by the Company or any of its officers, directors, employees, or agents. The Committee maintains free and open communication, and meets separately at each regularly scheduled Board meeting with our independent registered public accounting firm, internal auditors, and management.

 

The Board has determined that all members of the committee are “audit committee financial experts” under SEC rules.

   
Members  
   
  David V.
Singer (C)
   
  Reginald
Fils-Aimé
   
  Joseph W.
McClanathan
   
  MaryAnn
Wright

Corporate Governance — 2023 Proxy Statement   |      29

 

   
Members  
   
  J. Steven
Whisler (C)
   
  Nancy E.
Cooper
   
  David C.
Everitt
   
  Lauren P.
Flaherty
   
  Roger J.
Wood

Nominating and Corporate Governance Committee

 

   
 

Number of Times this
Committee Met in 2022 — 6

   

 

The Nominating and Corporate Governance Committee (the Governance Committee) assists the Board in reviewing and overseeing:

 

•   Policies and programs designed to ensure Brunswick’s adherence to high corporate governance and ethical standards and compliance with applicable legal and regulatory requirements;

•   The sustainability program and environmental, social, and governance (ESG) strategy and programming at each regular meeting;

•   Potential director nominees, including identifying, screening, interviewing, and recommending candidates to the Board;

 

•   Matters related to Board composition, performance, standards, size, and membership, including racial and gender diversity and diversity of perspectives, backgrounds, and experience; and

•   Director compensation design recommendations to the Board of Directors for review and action.

 

Our Human Resources Department and outside compensation consultants provide the Governance Committee with director compensation data as publicly reported, including data relating to peer group and other similarly-sized companies, as well as data from published surveys.


   
Members  
   
  David C.
Everitt (C)
   
  Nancy E.
Cooper
   
  Lauren P.
Flaherty
   
  J. Steven
Whisler
   
  Roger
J. Wood

Human Resources and Compensation Committee

 

   
 

Number of Times this

Committee Met in 2022 — 6

   

 

The Human Resources and Compensation Committee (the Compensation Committee) assists the Board in reviewing and overseeing:

 

•   Goals and objectives for Brunswick’s senior executives annually, and, together with the CEO, the performance of senior executives; management development and succession planning; and makes officer appointment recommendations to the Board;

•   CEO compensation (including salary, annual incentive, equity-based compensation, and other cash compensation) annually, and makes compensation recommendations to the Board;

•   Salary, annual incentive, equity-based compensation, and other incentive compensation for senior executives, and authorizes the CEO to approve awards to employees other than senior executives based on criteria established by the Compensation Committee;

 

•   A compensation philosophy that is consistent with the Company’s long-term strategic goals and does not encourage unnecessary risk-taking; and

•   The Company’s diversity, equity and inclusion (DEI) programs and strategy.

 

The Compensation Committee continues to engage Frederic W. Cook & Co., Inc. (FW Cook) to provide advice on various aspects of Brunswick’s executive compensation programs. The Committee meets with FW Cook in executive session on a regular basis and FW Cook reports directly to the Compensation Committee. The Compensation Committee has assessed the independence of FW Cook pursuant to applicable SEC rules and NYSE listing standards and has concluded that FW Cook’s work for the Compensation Committee does not raise any conflict of interest.


30  |   2023 Proxy Statement — Corporate Governance  

 

 


 

Proposal 2a

 

Approval of Amendments to Our Restated Certificate of Incorporation to Include Officer Exculpation

           
  Voting
Recommendation:
  What am I voting on? Shareholders are being asked to approve amendments to include exculpation for certain Company officers (the Exculpation Amendment).

Your Board of Directors recommends a vote FOR approval of the Exculpation Amendment.

 

At the Annual Meeting, our shareholders will be asked to approve this Proposal 2a, the Exculpation Amendment to the Restated Certificate of Incorporation of Brunswick Corporation (the Charter), to include exculpation for certain officers of the Company (as defined by Delaware Corporation Law) from certain claims of breach of the fiduciary duty of care, similar to but more limited than the protections currently available to Directors of the Company.

 

After careful consideration, our Board has determined that it is advisable and in the best interests of the Company to include exculpation for certain Company officers for certain claims. This general description of the proposed Exculpation Amendment is qualified in its entirety by reference to the text of the proposed amendments to Article THIRTEENTH of the Charter included in the proposed Amended and Restated Charter attached as Appendix A.

 

Background

 

Brunswick is incorporated in the State of Delaware and therefore subject to the Delaware

 

General Corporation Law (DGCL). The DGCL permits Delaware corporations to limit or eliminate Directors’ personal liability for monetary damages resulting from a breach of the fiduciary duty of care, subject to certain limitations such as prohibiting exculpation for intentional misconduct or knowing violations of the law. These provisions are referred to as “exculpatory provisions” or “exculpatory protections.” Similar exculpatory provisions for Directors are currently included in the Charter.

 

Recently, the Delaware legislature amended the DGCL (Section 102(b)(7)) to permit Delaware corporations to provide similar exculpatory protections for officers. This decision was due in part to the recognition that both officers and directors owe fiduciary duties to corporations, and yet only directors were protected by the exculpatory provisions. In addition, Delaware courts experienced an increase in litigation in which plaintiffs attempted to exploit the absence of protection for officers to prolong litigation and extract settlements from defendant corporations.

 

 

32  |   2023 Proxy Statement — Proposal 2a  

 

Conditions and Limitations to Exculpation under DGCL Section 102(b)(7)

 

As adopted, amended Section 102(b)(7) of the DGCL protects officers from personal monetary liability under limited circumstances:

 

•   Exculpation is only available for breaches of the fiduciary duty of care.

•   Exculpation is not available for breaches of the fiduciary duty of loyalty (which requires officers to act in good faith for the benefit of the corporation and its stockholders and not for personal gain).

•   Exculpation is not available for intentional misconduct or knowing violations of the law. The protections of Section 102(b)(7) are limited to monetary damages only, so that claims against officers for equitable relief are available.

•   Exculpation is not available in connection with derivative claims on behalf of the corporation by a stockholder.

 

Reasons for the Exculpation Amendment

 

The Board believes that eliminating personal monetary liability for officers under certain circumstances is reasonable and appropriate. Claims against corporations for breaches of fiduciary duties are expected to continue increasing. Delaware corporations that fail to adopt officer exculpation provisions may experience a disproportionate amount of nuisance litigation and disproportionately increased costs in the form of increased director and officer liability insurance premiums, as well as diversion of management attention from the business of the corporation.

 

Further, the Board anticipates that similar exculpation provisions are likely to be adopted by our peers and others with whom we compete for executive talent. As a result, officer exculpation provisions may become necessary for Delaware corporations to attract and retain experienced and qualified corporate officers.

 

A Delaware corporation seeking to extend the benefits of the newly amended Section 102(b) (7) to its corporate officers must amend its certificate of incorporation, as the protections do not apply automatically and must be embedded in the corporation’s certificate of incorporation to be effective. Accordingly, the Board has determined it advisable and in the best interests of the Company and its stockholders to seek shareholder approval for the Exculpation Amendment.

 

Effect of the Exculpation Amendment if Approved

 

The Exculpation Amendment would provide for the elimination of personal monetary liability for certain officers only in connection with direct claims brought by stockholders, subject to the limitations described under the heading “Conditions and Limitations to Exculpation under DGCL Section 102(b)(7)” above. As is the case with Directors under the Charter, the Exculpation Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or our shareholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit.

 

The affirmative vote of the holders of a majority of the shares having voting power, represented in person or by proxy, will be required for the approval of the Exculpation Amendment. If the Exculpation Amendment is approved by the shareholders at the Annual Meeting, it will become effective upon the filing of the Amended and Restated Charter with the Secretary of State of the State of Delaware, which is expected to occur shortly following the Annual Meeting. If our shareholders do not approve this Proposal 2a, the changes described in this section will not be made. The approval of this Proposal 2a is not conditioned upon approval of any of the other Charter Amendment Proposals in these proxy materials.

 

 

 

Proposal 2a — 2023 Proxy Statement   |      33

 

Proposal 2b

 

Approval of Amendments to Our Restated Certificate of Incorporation (the Charter) to Clarify, Streamline, and Modernize the Charter

           
  Voting
Recommendation:
  What am I voting on? Shareholders are being asked to approve modernization amendments to our Charter (Modernization Amendments).
       

Your Board of Directors recommends a vote FOR approval of the Modernization Amendments.

 

 

At the Annual Meeting, our shareholders will be asked to approve the Modernization Amendments to integrate any and all amendments approved at the Annual Meeting and all prior amendments into a single document, and to make various miscellaneous changes to clarify, streamline, and modernize the Charter, as described below.

 

The Board has determined that it is advisable and in the best interests of Brunswick and our shareholders to modernize the Charter. The Board believes the changes described in this Proposal 2b would streamline and clarify the Charter to make it easier for shareholders and others to read and understand, modernize the document, and align it more closely with relevant Delaware law.

 

The Proposed Modernization Amendments

 

Below is a summary of the Modernization Amendments proposed in this Proposal 2b (in addition to the consolidation of all approved Charter Amendments). The full text of the Modernization Amendments is included in the proposed Amended and Restated Charter attached to this Proxy Statement as Appendix A.

 

However, the amendments shown in Appendix A to Article THIRTEENTH and Article ELEVENTH of the Charter are not part of this Proposal 2b and are being voted on separately.

 

This general description of the proposed Modernization Amendments is qualified in its entirety by reference to the proposed amendments attached at Appendix A.

 

•   Article THIRD: Streamlining (and not broadening in any substantive manner) the Company’s corporate purpose.

•   Article FIFTH: Modernizing by removing the identity and residence of the original subscribers to the Capital Stock.

•   Additional other immaterial changes to clarify, streamline, and modernize.

 

Reasons for the Modernization Amendments

 

The Board carefully considered the advantages and disadvantages of amending the Charter and has determined that it is advisable and in the best interests of the Company and our shareholders to streamline, clarify, and modernize the Charter.

 

34  |   2023 Proxy Statement — Proposal 2b  

 

Effect of the Modernization Amendments if Approved

 

The affirmative vote of the holders of a majority of the shares having voting power, represented in person or by proxy, will be required for the approval of the Modernization Amendments. If the Modernization Amendments are approved by the shareholders at the Annual Meeting, the amendments will become effective upon the

 

filing of the amendments with the Secretary of State of the State of Delaware, which is expected to occur shortly following the Annual Meeting. If our shareholders do not approve this Proposal 2b, the changes described in this section will not be made. The approval of this Proposal 2b is not conditioned upon approval of any of the other proposals, including the Charter Amendment proposals, in these proxy materials.

 

 

Proposal 2b — 2023 Proxy Statement   |      35

 

Proposal 2c

 

Approval of Amendments to Our Charter to Eliminate Outdated Language

 

           
  Voting
Recommendation:
  What am I voting on? Shareholders are being asked to approve the elimination of outdated language from our Charter (the Outdated Language Amendment).
       

Your Board of Directors recommends a vote FOR approval of the Outdated Language Amendment.

 

 

The Proposed Outdated Language Amendment

 

At the 2018 Annual Meeting, our shareholders approved a proposal to amend the Restated Certificate of Incorporation to declassify the Board of Directors. Declassification of the Board was effected over time. The transition to a fully declassified Board is now complete, but the Charter references Annual Meeting dates from 2018 through 2021 which were relevant to the transition at the time but are now outdated.

 

The Outdated Language Amendment in this Proposal 2c would amend Article ELEVENTH to remove references to Annual Meetings held between 2018 and 2021. This general description of the proposed amendment is qualified in its entirety by reference to the amendments to Article ELEVENTH of the Charter included in the proposed Amended and Restated Charter attached to this Proxy Statement as Appendix A.

 

Reasons for the Outdated Language Amendment

 

The Board has determined that it is advisable and in the best interests of Brunswick and our shareholders to approve the Outdated Language

 

Amendment to remove outdated, currently inapplicable language in the Charter.

 

Effect of the Outdated Language Amendment if Approved

 

The affirmative vote of the holders of 80% of the outstanding shares entitled to vote in elections of Directors, represented in person or by proxy (the “80% Supermajority”), will be required for the approval of the Outdated Language Amendment. Of the Charter Amendment proposals, the 80% Supermajority standard applies only to the Outdated Language Amendment. If the Outdated Language Amendment is approved by the 80% Supermajority of the shareholders at the Annual Meeting, it will become effective upon the filing of the Amended and Restated Charter with the Secretary of State of the State of Delaware, which is expected to occur shortly following the Annual Meeting. If our shareholders do not approve this Proposal 2c, the changes described in this section will not be made. The approval of this Proposal 2c is not conditioned upon approval of any of the other Charter Amendment Proposals in these proxy materials.

 

36  |   2023 Proxy Statement — Proposal 2c  

 

 


 

Governance Policies & Practices

 

   

Brunswick Ethics Program

 

Brunswick has adopted the Integrity Playbook, our code of conduct (the Code), which applies to all employees, officers, directors, vendors, suppliers, and agents, and includes standards and procedures for reporting and addressing potential conflicts of interest as well as a general code of conduct that provides guidelines regarding how to conduct business in an ethical manner. The Board has adopted an additional Code of Ethics for Senior Financial Officers and Managers (the Financial Officer Code of Ethics). The Financial Officer Code of Ethics applies to Brunswick’s Chief Executive Officer, Chief Financial Officer, Vice President— Treasurer, Vice President—Investor Relations, Vice President—Tax, Vice President—Internal Audit, Vice President and Controller, and other designated Brunswick employees, and sets forth standards to which these officers and employees are to adhere in areas such as conflicts of interest, disclosure of information, and compliance with laws, rules, and regulations. The Financial Officer Code of Ethics supplements the Code. The Governance Committee, Audit and Finance Committee, and our Ethics Office oversee and administer these policies. The Code and the Financial Officer Code of Ethics are available at www.brunswick.com/corporate-responsibility/ brunswick-policies-practices-standards and any Brunswick shareholder may obtain them in print upon request. If Brunswick grants a waiver of the policies set forth in the Code or the Financial Officer Code of Ethics, or materially amends either, we will, to the extent required by applicable law, regulation, or NYSE listing standard, disclose that waiver or amendment by making an appropriate statement on our website at www.brunswick.com.

 

Transactions with Related Persons

 

Pursuant to its charter, the Governance Committee is tasked with the recommendation and review of corporate governance principles, policies, and programs designed to ensure our compliance with high ethical standards and with applicable legal and regulatory requirements, including those relating to conflicts of interest and other business practices that reflect upon our role as a responsible corporate citizen. The Governance Committee oversees the implementation of the Code, which includes our conflicts of interest principles. The Governance Committee reports on these compliance matters to the Board of Directors, which is ultimately responsible for overseeing the Company’s ethical and legal compliance, including transactions with “related persons.”

 

Our policy regarding related person transactions (the Related Person Transactions Policy) defines “related persons” to include all Directors and Executive Officers of the Company, all beneficial owners of more than 5% of any class of voting securities of the Company, and the immediate family members of any such persons. On a regular basis, we request Directors and Executive Officers to complete a questionnaire including questions designed to identify related persons and any potential related person transactions. Our General Counsel and Controller, or their delegates, review and update a listing of those individuals identified as related persons and provide a copy of this listing to our external auditors on at least an annual basis and more often as warranted. According to the Related Person Transactions Policy, a related person transaction includes certain transactions in

 

38  |   2023 Proxy Statement — Governance Policies & Practices  

 

which the Company is a participant and in which a related person has or will have a direct or indirect material interest, including any financial transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships. Certain transactions are excluded from the Related Person Transactions Policy.

 

If a related person transaction required to be disclosed pursuant to SEC rules is identified, the Related Person Transactions Policy requires that the General Counsel and Controller review the transaction and advise the Chair of the Governance Committee as well as the Chair of the Audit and Finance Committee, if appropriate. The Governance Committee may approve or ratify such transaction or, if it determines that the transaction should be considered by the Board of Directors, submit it for consideration by all disinterested members of the Board (the Reviewing Directors). In determining whether to approve or ratify a related person transaction, the Governance Committee and/or the Reviewing Directors will consider relevant factors, including:

 

•   The size of the transaction and the amount payable to a related person;

•   The nature of the interest of the related person in the transaction;

 

•  Whether the transaction may involve a conflict of interest; and

•   Whether the transaction involves the provision of goods or services to the Company that are also available from unaffiliated third parties and, if so, whether the terms of the transaction are at least as favorable to the Company as would be available in comparable transactions with unaffiliated third parties.

 

Since January 1, 2022, no transaction has been identified as a related person transaction and, therefore, no transaction was referred to the Board or any Board committee for review in that time period.

 

Risk Management

 

Our Board, with the assistance of its committees, has responsibility for overseeing the Company’s overall approach to risk management and is actively engaged in addressing our most significant risks. The Board oversees Brunswick’s long-standing enterprise risk management (ERM) process, which regularly identifies, assesses, and mitigates enterprise and emerging risks.

 

 

 

 

Governance Policies & Practices — 2023 Proxy Statement   |      39

 

 

Compensation Risk Assessment

   
 

Each year, senior management oversees a risk assessment of the Company’s executive compensation program. In 2022, management concluded, and the Compensation Committee agreed, that our compensation plans, program design, policies, and practices created appropriate incentives to increase long-term shareholder value without creating risks that are reasonably likely to have a material adverse effect on the Company. Our executive

 

compensation program includes several features that mitigate unnecessary risk taking, including an appropriate balance of short-term and long-term performance metrics, plans capped at maximum payout levels, and negative discretion provisions that can reduce or eliminate payouts, as well as robust stock ownership requirements for executives, an established clawback policy, and a prohibition on hedging or pledging Company shares.

 

40  |   2023 Proxy Statement — Governance Policies & Practices  


 

Director Compensation

 

 

2022 Director Compensation Table

 

The table below summarizes the compensation that non-employee Directors earned for the fiscal year ended December 31, 2022.

 

Director1 Fees Earned or
Paid in Cash2
Stock Awards3 All Other
Compensation4
Total
Nancy E. Cooper $105,000 $310,333 $35,000 $450,333
David C. Everitt $105,000 $163,667 $268,667
Reginald Fils-Aimé $105,000 $149,167 $35,000 $289,167
Lauren P. Flaherty $105,000 $153,667 $35,000 $293,667
Joseph W. McClanathan $105,000 $170,167 $35,000 $310,167
David V. Singer $105,000 $182,667 $35,000 $332,667
Jane L. Warner5 $36,141 $56,386 $35,000 $127,527
J. Steven Whisler $105,000 $181,667 $35,000 $321,667
Roger J. Wood $105,000 $174,667 $35,000 $314,667
MaryAnn Wright $105,000 $149,167 $4,702 $258,869

 

1 David M. Foulkes is not included in this table as he was an employee of the Company in 2022 and received no additional compensation for his service as a Director. The compensation Mr. Foulkes received as a Company employee in 2022 is shown in the 2022 Summary Compensation Table on page 61.
2 Amounts in this column reflect the 2022 annual cash fees earned by each non-employee Director. Mr. McClanathan, Mr. Singer, Ms. Warner, Mr. Whisler, and Mr. Wood elected to receive all or a portion of the 2022 annual cash fees in the form of deferred Common Stock, with a 20% premium.
3 This column represents the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year ended December 31, 2022 in accordance with FASB ASC Topic 718. Amounts in this column represent the portion of fees required to be paid to Directors in the form of Common Stock, as well as the 20% premium that is received by those Directors who elected to receive the cash portion of their fees in the form of deferred Common Stock. For assumptions used in the valuation of such awards, see Note 17 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
4 The amounts shown in this column include our cost of products provided pursuant to the Brunswick Product Program during our fiscal year ended December 31, 2022.
5 Ms. Warner retired from the Board at the 2022 Annual Meeting.

42  |   2023 Proxy Statement — Director Compensation  

 

Director Compensation

 

The grant date fair values of awards in this column is as follows:

 

  Grant Date Fair Values of
Shares of Common Stock
Grant Date Fair Values of Shares
Attributable to 20% Premium
Applied to Deferral of Fees
Nancy E. Cooper $310,333
David C. Everitt $163,667
Reginald Fils-Aimé $149,167
Lauren P. Flaherty $153,667
Joseph W. McClanathan $149,167 $21,000
David V. Singer $161,667 $21,000
Jane L. Warner $49,158 $7,228
J. Steven Whisler $160,667 $21,000
Roger J. Wood $153,667 $21,000
MaryAnn Wright $149,167

 

The following table sets forth the number of shares subject to RSU awards that were granted to non-employee Directors in prior years and which were still outstanding as of December 31, 2022.

 

 

Aggregate Number of Shares
Subject to Stock Awards
Outstanding as of

December 31, 2022

Nancy E. Cooper
David C. Everitt
Reginald Fils-Aimé
Lauren P. Flaherty
Joseph W. McClanathan
David V. Singer
Jane L. Warner
J. Steven Whisler 1,770
Roger J. Wood
MaryAnn Wright

 

Director Compensation — 2023 Proxy Statement   |      43

 

  Narrative To Director Compensation Table
   
 

Annual Fees And Deferred Stock Awards

 

Effective May 1, 2022, non-employee Director compensation was increased to an annual retainer of $245,000, with $105,000 payable in cash and $140,000 payable in Common Stock (increased from the previous $130,000 annual stock payment). The Board Chair receives an additional annual retainer of $160,000 paid in Brunswick stock (increased from the previous $150,000 annual stock payment).

 

Chairs of committees and members of certain committees receive additional annual retainers paid in Brunswick stock, as follows:

 

•   Audit and Finance Committee Chair: $25,000

•   Compensation Committee Chair: $20,000

•   Governance Committee Chair: $14,000

•   Audit and Finance Committee members: $12,500

•   Compensation Committee members: $10,000

•   Governance Committee members: $7,000

 

For the portion of each Director’s total annual fee paid in Common Stock, the number of shares is determined by the closing price of Common Stock on the date of the award and is reported in the “Stock Awards” column of the Director Compensation Table.

 

The receipt of these shares may be deferred until a Director retires from the Board. Each Director may elect to have the cash portion of the annual fee paid as follows:

 

•   In cash or

•   In Common Stock, deferred until the Director leaves the Board, with a 20% premium.

 

•   For Directors who elect to receive the cash portion in deferred Common Stock, the number of shares to be received upon departure from the Board is determined by multiplying the cash amount by 1.2, then dividing that amount by the closing price of Common Stock on the date of the award.

 

Share Ownership Requirements

 

As set forth in the Principles, within five years of appointment or initial election, a Director is required to own Common Stock and deferred stock units of the Company equal to five times the amount of the Director’s annual cash retainer. Once having met this threshold, if a Director falls below the threshold as a result of a decline in our stock price, the Director will have a two-year period within which to once again achieve the threshold. We calculate compliance with these guidelines annually, using the average Brunswick stock price for the prior calendar year. As of December 31, 2022, all Directors were in compliance with the share ownership requirements.

 

Brunswick Product Program

 

Directors are encouraged to use Brunswick products to enhance their understanding and appreciation of Brunswick’s business. Directors receive an annual allowance of up to $35,000, which may be applied to purchase Brunswick products and/or fund expenses incurred relating to the ownership of such products. Brunswick reports actual and imputed income associated with the program and does not reimburse Directors for the associated tax liability.

 

Directors may purchase additional Brunswick products at their own expense, at discounted rates.

 

 

44  |   2023 Proxy Statement — Director Compensation  

 

Stock Held By Directors, Executive Officers, and Principal Shareholders

 

Each Director, each Executive Officer listed in the 2022 Summary Compensation Table, and all Directors and Executive Officers as a group owned the number of shares of Common Stock set forth in the following table as of March 6, 2023, with sole voting and investment power except as otherwise noted:

 

Director/ Executive Officer Number
of Shares
Beneficially
Owned
Percent
of
Class
Nancy E. Cooper 19,891 *
David C. Everitt 27,609
*
Reginald Fils-Aimé 3,516
*
Lauren P. Flaherty 9,050
*
Joseph W. McClanathan 17,985
*
David V. Singer 41,025
*
J. Steven Whisler 79,574
*
Roger J. Wood 52,025
*
MaryAnn Wright 2,954
*
David M. Foulkes1, 2 136,060
*
Ryan M. Gwillim1, 2 9,136
*
Christopher D. Drees2, 3 29,833 *
Christopher F. Dekker1, 2 30,738 *
Brenna D. Preisser2 40,088
*
All Directors & Executive Officers as a Group1, 2 527,026 *

 

* Indicates less than 1% ownership of outstanding shares.
1 Includes an estimate of the number of shares held by the Savings Plan Trustee as of March 6, 2023 (Plan uses stock fund unit accounting and the number of shares that a participant is deemed to hold varies with the price of Brunswick stock): Mr. Foulkes, 3,794 shares, Mr. Gwillim, 4,835 shares,  Mr. Dekker, 2,611 shares, and all executive officers as a group 15,116 shares. Excludes the following shares of Brunswick Common Stock issuable to officers, receipt of which has been deferred: Mr. Foulkes, 6,637. Mr. Foulkes will be entitled to receive these deferred shares in predetermined installments which will commence at varying times, in accordance with plan terms, none within 60 days of the Record Date.
2 Excludes non-vested Restricted Stock Units (RSUs) and Performance Shares awarded to Executive Officers, and excludes RSUs owned under the “Rule of 70 or Age 62” terms of awards but not distributable for three years from the grant date.
3 Mr. Drees resigned his position as a Section 16 Officer effective February 7, 2023, and left the Company on March 3, 2023.
The shareholders known to us to beneficially own more than 5% of our outstanding Common Stock as of March 6, 2023 are:

 

Name and Address of Beneficial Owner Number of Shares
Beneficially Owned
Percent of Class

The Vanguard Group, Inc.

100 Vanguard Blvd., Malvern, PA 19355

7,266,9031 10.02%

BlackRock, Inc.

55 East 52nd Street, New York, NY 10055

6,317,5042 8.7%

Cantillon Capital Management LLC

499 Park Avenue, 9th Floor, New York, NY 10022

4,212,9573 5.81%

 

1 This information is based solely on a Schedule 13G/A filed by The Vanguard Group, Inc. (Vanguard) with the SEC on February 10, 2023. Vanguard has sole voting power over 0 shares, shared voting power over 32,048 shares, sole dispositive power over 7,161,697 shares, and shared dispositive power over 105,206 shares as of January 31, 2023.
2 This information is based solely on a Schedule 13G/A filed by BlackRock, Inc. (BlackRock) with the SEC on January 25, 2023. BlackRock has sole voting power over 6,161,499 shares and sole dispositive power over 6,317,504 shares as of December 31, 2022.
3 This information is based solely on a Schedule 13G/A filed by Cantillon Capital Management LLC, Cantillon Management L.P., Cantillon Inc. (collectively, “Cantillon Entities”) and William von Mueffling with the SEC on February 10, 2023. The Cantillon Entities and Mr. von Mueffling have shared voting power over 4,212,957 shares and shared dispositive power over 4,212,957 shares, and Mr. von Mueffling has sole voting power and dispositive power of 475,000 shares as of December 31, 2022.

Director Compensation — 2023 Proxy Statement   |      45

 

 


 

 


 

Executive Compensation

 

 

 

 

 

 

   

Compensation Discussion And Analysis

 

This Compensation Discussion and Analysis describes our overall executive compensation policies and practices and specifically analyzes the total compensation for the Named Executive Officers (NEOs). The NEOs are:

     

1  Mr. Drees resigned his position as a Section 16 Officer effective February 7, 2023, and left the Company on March 3, 2023. See the Current Report on Form 8-K filed with the SEC on February 7, 2023 for additional information.

   

 

48  |   2023 Proxy Statement — Executive Compensation  

 

Business Highlights1

 

Brunswick had an outstanding year in 2022, delivering record sales, operating margins, and operating earnings in a challenging macro-economic environment.

 

           
           

Net sales increased 16.5% during 2022 compared with 2021. Sales in each segment benefited from steady demand, new product performance, and pricing implemented throughout the year.

 

• Our Propulsion segment delivered another outstanding year, growing revenue by 12.7% due to favorable product mix, pricing, and higher sales volume.

• The Parts and Accessories segment also grew net sales by 15.7% in 2022 due to the acquisitions of Navico and RELiON Battery, as well as SemahTronix, and favorable pricing and product mix.

• The Boat segment delivered a 24.4% increase in revenue due to increased sales volumes to dealers and favorable product mix and pricing. Since its acquisition, Freedom Boat Club has doubled in size, with over 370 locations and a fleet of more than 5,000 boats, with an increasing percentage of Brunswick boats and engines.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In 2022, we recorded GAAP Earnings Per Share (EPS) of $9.06 and adjusted EPS of $10.03 (up nearly 20% over 2021 on a GAAP basis).

 

All of our divisions contributed to our strong full-year earnings, highlighting the strength of our businesses, leaders, and portfolio.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

We successfully executed our capital strategy in 2022, returning $559 million to investors through dividends and share repurchases.

 

We completed 3 acquisitions in the Freedom Boat Club business.

 

Our investment grade credit remains strong, with our year-end cash balances, cash flow generation capabilities, and total liquidity affording continued flexibility

 

 

 

1 Please see Appendix C for a reconciliation of non-GAAP financial measures.  

 

2022 Say-On-Pay Executive Compensation Vote

 

At the 2022 Annual Meeting, shareholders overwhelmingly approved our “say-on-pay” proposal (shareholders cast 92.8% of votes for the proposal). We were pleased with this significant vote of confidence in our pay practices and did not make any direct changes to our compensation programs as a result of the vote. Nevertheless, we evaluated and refined our compensation programs in 2022 to further reinforce our pay-for-performance philosophy and align management compensation with shareholder interests.  

92.8%

 

of the votes cast on the proposal were voted in support of the compensation of our NEOs

 

 

Executive Compensation — 2023 Proxy Statement   |      49

 

 

2022 Key Compensation Decisions

 

Annual Incentive Plan

 

All NEOs participated in the 2022 annual incentive plan called the Brunswick Performance Plan (BPP). For Corporate NEOs (Messrs. Foulkes, Gwillim, and Dekker and Ms. Preisser), a majority of the award was tied to overall Brunswick Adjusted Earnings Per Share (EPS) with a link to Brunswick Free Cash Flow (FCF). For the Division NEO (Mr. Drees), a significant portion of the award was tied to overall Brunswick EPS and Brunswick FCF and included a divisional EBIT component to reward division performance. On an enterprise basis, actual performance in 2022 was below the performance targets set for the 2022 BPP, and we paid NEOs average awards under the plan at approximately 79.6% of target opportunity. For additional information on the annual incentive plan, see “Achievement of Targeted Results” on page 53.

 

Long-Term Incentives

 

We grant performance-based equity in the form of Performance Shares to certain key senior executives, including each of the NEOs. Performance underlying the awards is measured based on Cash Flow Return on Investment (CFROI), Operating Margin and Brunswick’s total shareholder return performance relative to the total shareholder return (TSR) of an established peer group, as measured over a three-year performance period. We believe Performance Shares strengthen our pay-for-performance philosophy and align management’s long-term goals with our key strategic initiatives. Actual performance for the 2020 Performance Shares award exceeded the three-year targets, and awards paid under the plan were at 182.7% of target opportunity. For additional information, see page 56. In addition, the Company continues to provide Restricted Stock Units (RSUs) as part of equity compensation delivered to reinforce key retention initiatives and to align shareholder and NEO interests.

The granted 2022 Performance Share awards include the same plan design as the Performance Share awards granted in 2021, except the TSR comparison peer group has been revised to the S&P 400 Consumer Discretionary Index, instead of using certain companies in the GICS “Leisure Products” sub-industry. We believe this is a more suitable comparison group for Brunswick as it is a broad, externally set index with companies in similar consumer industries. Please see page 56 for additional information.

 

At the 2023 Annual Meeting, the Company will ask shareholders to approve a new stock incentive plan. For additional information, see Proposal No. 5.

 

Overall Philosophy of Our Executive Compensation Programs

 

The overall philosophy of our compensation programs for the NEOs and other senior executives is to encourage and reward the creation of sustainable, long-term shareholder value. Specifically, we identified the following objectives to help realize this goal:

 

Alignment with Shareholders’ Interests

Reward performance in a given year and achievements over a sustained period that are aligned with the interests of our shareholders.

   

Remain Competitive

Attract, retain, and motivate the talent required to ensure our continued success.

   

Motivate Achievement of Financial and Strategic Goals

Ensure that compensation structure reinforces achievement of business objectives and execution of our overall strategy.

   

Reward Superior Performance

Reinforce our pay-for-performance culture.


50  |   2023 Proxy Statement — Executive Compensation  

 

Compensation Design Principles

 

In support of our objectives, the framework of our executive compensation programs incorporates the following design principles.

 

Focus On The Creation Of Long-Term Shareholder Value

 

Our senior executives are responsible for achieving long-term strategic goals. Accordingly, compensation is weighted more heavily toward rewarding long-term value creation for shareholders as an individual rises within the organization.

 

Our emphasis on long-term shareholder value creation is best illustrated in the following chart, which shows the

 

portion of total targeted compensation that is attributable to long-term incentive compensation and the portion attributable to other key elements of our compensation programs. As shown in the chart, long-term incentive compensation accounts for the largest percentage of overall compensation when compared to base salary and annual incentives (bonus). In addition, as a result of the compensation structure, a majority of senior executive compensation is deemed performance-based, or “at risk,” with such amounts constituting approximately 88% of Mr. Foulkes’ total compensation and approximately 72% of total compensation for our other NEOs in 2022.

 

Below is a chart comparing the targeted compensation mix of the CEO and other NEOs:

 

 

 

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 an established clawback policy

 

•     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 exchanges of underwater options for cash in all of our active equity plans

 

•     No hedging of shares by our Directors or employees

 

•     No pledging of shares by our Directors or employees

 

•     No dividends or dividend equivalents on unearned Performance Shares

 


Executive Compensation — 2023 Proxy Statement   |      51


     

Provide Incentives For Achievement Of Our Goals

 

We charge our senior executives with the responsibility to achieve our strategic, financial, and operational goals which we believe are key drivers to long-term shareholder value creation. As a result, we link executive compensation to business performance by establishing business metrics against which we measure performance, and which the Board has determined are important to our key stakeholders.

 

We establish variable compensation targets (individual BPP targets and long-term incentive targets) for NEOs and other employees with reference to market median for each separate compensation component and evaluate overall competitiveness of Target Direct Compensation (TDC) (base salary plus annual bonus opportunity plus long-term incentives) for each individual as compared to the market TDC.

 

We base annual incentive metrics on overall enterprise metrics for corporate participants and a combination of division and overall enterprise results for division participants. Long-term incentives are based on our consolidated results and relative TSR.

 

Competitive Compensation

 

We recognize that, in order to attract and retain the level of talent essential to achieving our established objectives, we must maintain a competitive executive compensation program. Each year, the Compensation Committee’s independent compensation consultant, FW Cook, provides a detailed peer analysis regarding proposed CEO compensation levels and other plan design elements. We are the largest domestic publicly traded company in the recreational marine industry, with total revenues significantly higher than other publicly traded U.S. recreational boat manufacturers, and as a result, there are no direct competitors in the compensation peer group. Criteria used to identify the peer group include:

     

Size —

 

Companies with revenues that generally range from one-half to three times our total annual revenue or market capitalization

  

Business Focus — 

 

Publicly traded companies in similar industries

  

Consistency —

 

The peer group should be relatively stable. Companies historically have been eliminated if they were acquired or if their revenue or market cap falls outside the referenced range

 

FW Cook led an analysis to assess the appropriateness of the peer group during 2021, which resulted in changes to the peer group composition to better align with the Company’s Next Wave strategy and marine focus. The result of these peer company changes took effect for 2022 compensation planning purposes. The peer group was assessed during 2022 which resulted in no changes to the peer group for 2023. The next formal review of the peer group is scheduled for 2024.

 

2022 Peer Group (NYSE Stock Ticker)

   
AGCO (AGCO) OshKosh (OSK)
   
BorgWarner (BWA) Polaris Inc. (PII)
   
Crane (CR) Regal Rexnord (RRX)
   
Dana Incorporated (DAN) Snap-on (SNA)
   
Dover (DOV) Tenneco (TEN)
   
Flowserve (FLS) Thor (THO)
   
Harley-Davidson (HOG) Timken Company (TKR)
   
LCI Industries (LCII) Toro Company (TTC)
   

 

For all NEOs other than the CEO, we assess the competitiveness of executive compensation every two years using manufacturing industry survey data purchased from Aon Radford. Each position is benchmarked based on scope of



52   |   2023 Proxy Statement — Executive Compensation  

 

responsibilities, revenue size of the applicable business unit, and level within the organizational hierarchy. We design our target pay mix and total compensation opportunities to approximate the median of the market, taking into consideration the executive tenure, skill set, and precision of the benchmark, among other factors, when determining target opportunity. In 2021, we completed a competitive benchmark assessment which confirmed that, on average, our target total direct compensation (base salary, annual bonus, and long-term incentives) for senior management positions, including the NEOs, approximates the median of competitive practice. We are scheduled to complete the analysis again this year.

 

Internal Equity

 

We establish compensation ranges for positions with similar characteristics and scope of responsibility, including NEO positions. Balancing competitiveness with internal equity helps support management development and movement of talent throughout our worldwide operations. Differences in actual compensation between employees in similar positions result from individual performance, future potential, and division financial results. This approach also helps promote talented managers to positions with increased responsibilities and provides meaningful developmental opportunities for our employees.

 

Reward Corporate, Division, and Individual Performance

 

Recognizing company and individual performance in compensation helps reinforce the importance of working together and furthers our pay-for-performance philosophy. For 2022, we funded incentives for all participants based on the achievement of company performance goals and allocated incentives based on individual contributions. For the NEO with division responsibility, a portion of the BPP incentive is tied to division financial performance, but a majority is tied to overall enterprise results.

     

What Is Rewarded?

 

We design NEO compensation to reward achievement of budgeted financial results, namely Earnings Per Share (EPS), Free Cash Flow (FCF), Earnings Before Interest and Taxes (EBIT) – for business unit participants only, Cash Flow Return on Investment (CFROI), Operating Margin, Brunswick total shareholder return (both absolute and on a relative basis), and individual performance.

 

Achievement of Targeted Results

 

We established the 2022 BPP annual incentive formula to recognize and reward outstanding performance by both the overall Company and our divisions. Specifically, the BPP for the NEOs provides that funding is based on the achievement of enterprise EPS and FCF, and division-specific EBIT as shown in the following chart.

     


Executive Compensation — 2023 Proxy Statement   |      53

 

     
  Enterprise Division
       
Corporate 75% 25% n/a
Participants EPS FCF
     
Division 50% 25% 25%
Participants* EPS FCF DIV EBIT

 

* For the one division participant, Mr. Drees, the 25% division EBIT metric is allocated as 25% Mercury Business Unit.

 

Each NEO also participates in the Performance Share plan, which rewards performance based on the achievement of both CFROI and Operating Margin over a three-year period, subject to a potential modifier at the end of the performance period based on Brunswick’s three-year TSR performance against the TSR of certain companies in the Global Industry Classification Standard (GICS) “Leisure Products” sub-industry for awards granted prior to 2022. For awards granted in 2022 and going forward, the TSR comparison group has been revised to the S&P 400 Consumer Discretionary Index. For more details on this change, please see page 56.

 

The Compensation Committee believes that EPS, FCF and division EBIT are appropriate measures to use in our annual incentive plan. Earnings figures, specifically EPS, are widely tracked and reported by analysts and used as a measure to evaluate our performance. FCF is a metric that is important to shareholders and key to business operations and capital strategy. Division EBIT is important for Division NEOs as it provides a line of sight and accountability for business unit performance and contributes to overall earnings performance.

 

Both CFROI and Operating Margin are appropriate within the long-term performance share plan to measure how effectively we manage our cash and business to create long-term sustainable performance for our shareholders. Our grants of Performance Shares and RSUs inherently reward absolute TSR because the ultimate earned value of each share will depend on our TSR during the performance/vesting period. In addition, the number of Performance Shares actually earned will depend on our relative TSR performance against other consumer discretionary companies. We use absolute and relative TSR metrics because they align the earned compensation

     

amounts with our market performance and our shareholders’ experience.

 

Individual performance

 

Individual performance affects base salary increases, annual incentives, and equity grant decision-making. As part of the compensation planning process, managers have the ability to adjust all elements of compensation based on the individual’s attainment of annual goals and performance against critical competencies.

 

The Compensation Committee assesses the CEO’s performance with input from all members of the Board of Directors. The CEO assesses performance of other NEOs with review by the Compensation Committee.

 

Compensation Elements

 

We structure our compensation to reflect our business objectives and compensation philosophy. The particular elements that comprise our compensation programs for senior executives are summarized below along with an explanation of why we selected each compensation element, how the amount and formula are determined, and how decisions regarding that compensation element fit into our overall compensation objectives and programs.

 

Base Salary

 

Base salary is fixed compensation for our NEOs. It is designed to provide a minimum level of pay that reflects each executive’s position and scope of responsibility, leadership skills, and individual performance, as demonstrated over time. When establishing an executive’s base salary, we also target the median pay level within the market for positions with similar responsibilities and business size. A competitive base salary is critical to attracting and retaining the executives needed to lead the business.

 

We review salaries on an annual basis to ensure they are externally competitive, reflect individual performance, and are internally equitable in relation to other Brunswick executives. We make salary adjustments on a periodic basis in response to market practices and to provide merit increases. Additionally, the base salary component serves as the foundation of



54   |   2023 Proxy Statement — Executive Compensation  

 

executives’ total pay, as incentives and benefits are generally computed as a function of base salary, which allows us to link performance and pay. As illustrated by the following chart, the average merit increase, excluding promotional or market adjustments, of NEO salary from 2020 to 2022 was 3.7%.

 

  2022 2021 2020 Avg.
Foulkes 4.0% 3.5% 5.0% 4.2%
Gwillim 4.5% 4.0% 0.0% 2.8%
Drees 3.8% 4.0% 3.1% 3.6%
Dekker 4.0% 4.0% 3.3% 3.8%
Preisser 4.5% 4.1% 3.3% 3.9%

 

Average Merit Increase: 3.7%

 

Annual Incentive Plan

 

Our annual incentive plan, the BPP, is the primary compensation element used to reward accomplishments against established business goals within a given year.

 

We set the BPP target funding based on budgeted performance for the year, as approved by the Board of Directors. The BPP limits funding to no more than 200% of target funding, with the Compensation Committee approving enterprise and division plan metric amounts within a range from 0% to 200% based on its review of performance against pre-established targets. The threshold payout level for bonus awards is 25% of enterprise-wide performance achievement. Target funding is equal to salary paid in the year multiplied by the target BPP percentage for each participant. For 2022, the percentage of salary targets under the BPP for NEOs ranged from 75% to 135%.

 

We determine individual awards using: overall funding as approved by the Compensation Committee, the individual’s pro-rata portion of approved funding as adjusted for individual performance, and other factors deemed to be relevant. For 2022, the Compensation Committee approved NEO payouts at approximately 79.6% of target opportunity. The performance measures required to support funding for all NEOs in 2022 were:

     
Performance
Metric*
Threshold Target Maximum
       

EPS –

Enterprise

$8.60 $9.60–
$10.25
$11.25
       
FCF –
Enterprise
$190M $350M–
$390M
$550M
       

Mercury 

EBIT

$677M

$793M–

$821M

$937M
       

  

* The performance measures required to support funding for all NEOs in 2022 included adjusted EPS and free cash flow, which were consistent with our external financial reporting, with additional adjustments for certain items, including acquisitions, restructuring, exit, and impairment charges, and other unusual items.

 

In 2022, our BPP incentive plan target employed a range of performance to reward target performance with a “flat-spot” approach for 100% payout with linear curves outside the flat spots. This flat-spot approach is consistent with the approach used for setting prior year BPP goals and continues to allow us to address market uncertainty while rewarding continued exceptional operating performance.

 

Annual incentive targets are set at the beginning of the performance period based on the forecasted plan for the year. The FCF target level for 2022 was set below our actual FCF achievement for 2021, mainly driven by significant capacity expansion projects, spending for new product investments, and growth investments for significant acquisitions completed in 2021.

 

The BPP plays an important role in our overall compensation structure, as it signals “what is important” and “what is expected” for the year from the standpoint of corporate, division, and/ or individual results. Additionally, the BPP serves to focus executives on achieving current objectives, which are deemed necessary to attain long-term goals, and it establishes appropriate performance and annual incentives by rewarding divisions and individuals within those units for actual performance.

 

The BPP terms and conditions include a provision to provide a pro-rata payment for those who meet the Rule of 70 or Age 62 (rule defined under the “Rule of 70 or Age 62” section on page 64) and retire during the second half

     


  

Executive Compensation — 2023 Proxy Statement   |      55

 

     

of the plan year, subject to Committee approval for NEOs. Providing a pro-rata bonus payment (distributed at the same time as active employee bonus awards) provides flexibility for the timing of retirements and enables the Company to effectively transition key successors.

 

The design of the 2023 BPP award is similar to that of 2022.

 

Long-Term Incentives

 

We continually monitor the appropriateness of our long-term incentive plans, taking into consideration both competitive practice and what would drive the most appropriate behavior of the participants. To reinforce the use of performance-based compensation, certain senior executives, including the NEOs, receive their long-term incentive opportunity as:

 

 

 

The use of Performance Shares and RSUs in our long-term incentive mix is designed to align our incentive program with competitive pay practices, reinforce pay for performance, and encourage retention due to the three-year cliff vesting schedule for RSUs.

 

We base the size of long-term incentive awards for NEOs on a fixed dollar target that is established every one to two years when competitive benchmark compensation information is updated. The market median for

     

long-term incentives for each NEO’s position determines a reference point for the dollar value of the total equity grant target and is consistent with targeting median pay for consistently solid Company and individual performance. We determine the actual share award amounts for each NEO using a Monte Carlo valuation for Performance Shares and the Company’s stock price on the date of the grant for RSUs.

 

Performance Shares

 

In 2022, we granted all NEOs Performance Share awards. The 2022 Performance Shares are earned over a three-year performance period based on achievement of two financial metrics, with payout between 0% and 200% of the target opportunity. Seventy-five percent of the award will be earned based on three-year annual average CFROI achievement, and 25% will be earned based on three-year annual average Operating Margin attainment. The level of performance required for target payout is based on three-year strategic plan targets. The Compensation Committee believes these targets are challenging yet reasonably attainable with strong management performance. The final payout at the end of the three-year period may be increased or decreased by an additional 20% based on Brunswick’s three-year TSR performance against the TSR of the S&P 400 Consumer Discretionary Index. Performance in the bottom quartile against the TSR comparator group reduces the Performance Share award payout by 20%, and performance in the top quartile increases the Performance Share award payout by 20%, with a maximum payout of 200% of target. Performance between the 25th and 75th percentile of the TSR comparator group results in no modification of the award payout.

 

The comparator peer group for TSR performance was changed for the 2022 Performance Share awards. The modifier application to increase or decrease payouts by 20% is still consistent with prior design; only the measurement group itself changed. We believe the S&P 400 Consumer Discretionary Index is a more suitable comparison group for Brunswick as it is a broad, externally set index with companies in similar consumer industries. For awards granted prior to 2022, the TSR comparison group will not change and remains as certain companies in the GICS “Leisure Products” sub-industry.



  

56   |   2023 Proxy Statement — Executive Compensation  

 

We determine the comparator group at the beginning of the award period and evaluate final performance at the end of the three-year period.

 

The design of the Performance Share award provides multiple benefits, including management focus on the success of key strategic initiatives and their impact on CFROI and Operating Margin metrics, as well as strengthening the alignment of management incentives with long-term shareholder interests through use of the relative TSR modifier at the conclusion of the three-year performance period.

 

The design of the 2023 Performance Share award is similar to that of 2022.

 

Completed 2020-2022 Performance Share Award

 

NEOs earned the 2020 Performance Share award over a three year performance period which ended on December 31, 2022. The plan design of these awards is similar to that of the 2022 Performance Share award described above, but since granted prior to 2022, include the previously utilized relative TSR peer group of certain companies within the GICS “Leisure Products” sub-industry. The targets required to support funding for all NEOs for the 2020-2022 performance period were:

 

Performance
Metric
Threshold Target Maximum
CFROI (75%) 14.0% 20.0% 26.0%
Operating
Margin (25%)
8.3% 13.3% 18.3%

 

We set targets based on the forecast over a three-year plan period. The CFROI target was set at the same level as the 2019 plan due to continued capital spending increases over the projected plan period to support capacity and new product investments at our various businesses, including recently completed acquisitions.

 

Based on performance against these targets, the Compensation Committee approved an initial share determination of 182.7% of target opportunity. TSR performance against the established peer group for the performance

     

period resulted in Company performance between the 25th and 75th percentile of the peer group. Therefore, this did not result in additional modification of +/- 20 percent of the award, and the final award payout was 182.7%.

 

Restricted Stock Units

 

In addition to Performance Shares, we grant RSUs to the NEOs. We believe that RSUs are an important component of our compensation structure because each award increases linkage to shareholder interests by rewarding stock price appreciation and tying wealth accumulation to performance. Additionally, RSUs help reinforce team performance, encourage senior executives to focus on long-term performance, and function as a retention incentive through the vesting period.

 

Share Ownership Requirements

 

In order to ensure continual alignment with our shareholders, we maintain share ownership requirements for our officers. This share ownership policy calculates minimum required ownership levels as a multiple of each officer’s base salary.

 

The current NEO share ownership requirements for our actively serving NEOs are as follows:

 

Tier I
Management Level: Chief Executive Officer
NEO: Foulkes
Ownership Requirement: 5.0 Times Base Salary
 
Tier II
Management Level: Chief Financial Officer and Designated Executive Officers
NEO: Gwillim, Drees, Preisser
Ownership Requirement: 3.0 Times Base Salary
 
Tier III
Management Level: Other Executive Officers
NEO: Dekker
Ownership Requirement: 2.0 Times Base Salary
     


 

 

Executive Compensation — 2023 Proxy Statement   |      57

 

     

Officers who do not meet the ownership requirements must retain shares having a value equal to 50% of the after-tax profit from the Common Stock acquired under our equity plans (Retention Ratio). For purposes of calculating compliance with the requirements, “shares owned” include shares directly owned, shares owned by immediate family members residing in the same household, shares held in trust, share equivalents held in our tax-qualified defined contribution plans and deferred compensation plans, and RSUs. Outstanding Performance Shares do not count as “shares owned.” For those officers approaching retirement, ownership requirements are reduced as follows: 80% of target for those age 63; 60% of target for those age 64; and 50% of target for those age 65 and older.

 

The Compensation Committee reviews compliance with these share ownership requirements on an annual basis effective as of December 31. All NEOs were in compliance with the stated requirements as of December 31, 2022. Please see the Narrative to Director Compensation Table on page 44 for information regarding share ownership guidelines for Directors.

 

Clawbacks

 

The Compensation Committee can require the repayment of all or a portion of previous BPP awards as it deems appropriate in the event of certain misconduct, including misconduct that causes a restatement of financial results. In addition, for those who have entered into Terms and Conditions of Employment with

     

Brunswick, including each of the NEOs, the Compensation Committee has expanded the types of payments the Company can recover in the event of a violation of the restrictive covenants set forth in the Terms and Conditions of Employment to include any severance payments received by the executive and any gain realized as a result of the exercise or vesting of equity awards beginning 12 months prior to termination. The Company will review and modify its clawback and recoupment policies as necessary to reflect the final NYSE listing rules adopted to implement the compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

Anti-Hedging And Anti-Pledging Policy

 

No Director, NEO, or other employee may engage in hedging or monetization transactions or similar arrangements with respect to Common Stock, including the purchase or sale of puts, calls, or options on Common Stock (other than options granted by Brunswick), or the use of any other derivative instruments to hedge or offset any decrease in the market value of the Common Stock. In addition, no Director, NEO, or other employee may pledge Common Stock as collateral.



 

58   |   2023 Proxy Statement — Executive Compensation  

Post-Employment Compensation

 

Post-employment compensation elements that are not currently offered to salaried employees in general are summarized below.    

 

   
Plan/Participant(s) Description
   
Brunswick
Restoration Plan
All NEOs

The Restoration Plan is a non-qualified plan that provides a retirement benefit consistent with that of employees who are not affected by the IRS compensation and benefit limits.

 

The Restoration Plan ensures that employees with covered compensation or retirement plan contributions above IRS qualified defined contribution plan limits receive the full amount of their intended retirement benefits. If an employee elects to participate in the Restoration Plan, 401(k) contributions and Brunswick’s match on these contributions above the IRS limit are credited to this plan. In addition, Brunswick’s retirement profit sharing contributions for eligible employees are automatically credited to their Restoration Plan accounts. 

   

  

Perquisites And Other Benefits

 

We extend certain benefits to NEOs that we do not offer to salaried employees in general. These programs help NEOs enhance their   understanding of our products, protect their physical health, and maximize their productivity.

 

   
Perquisites/Benefits Description
   
Executive Product Program
All NEOs
The product program is designed to encourage the use of Brunswick products to  enhance understanding and appreciation of our businesses and identify product and  business development opportunities. The program provides a product allowance equal to $35,000 for all participants. We do not reimburse the participant for the tax liability associated with the program. The allowance may be applied toward the purchase of Brunswick products at the discounted rates established pursuant to the Brunswick Employee Purchase Program, which is available to all Brunswick employees, as well as any freight costs, parts and accessories, service fees, and other expenses related to the ownership of the Brunswick products purchased.
Executive Physical Program
All NEOs
We provide a physical examination program to senior executives that is intended to protect the health of such executives and our investment in our leadership team. The Compensation Committee requires senior executives to have an annual physical examination and, as part of this program, they have immediate access to healthcare providers.
Personal
Aircraft Use
Foulkes
The CEO may use the Company aircraft for personal use on a limited basis. This benefit allows for the effective use of the CEO’s limited personal time. Other NEOs may occasionally use the Company aircraft for personal use with prior approval from the CEO.

 

Executive Compensation — 2023 Proxy Statement   |   59

 


 

Terms and Conditions of Employment

 

All NEOs are parties to agreements setting forth their terms and conditions of employment (Agreements). The Agreements memorialize the “at will” nature of the employment relationship, and describe each executive’s duties, compensation, benefits, and perquisites. Additionally, the Agreements consolidate the restrictive covenants that exist during and after employment (e.g., non-competition, confidentiality, non-solicitation). Finally, the Agreements establish and limit the compensation and benefits to which an executive is entitled in the event of termination.

 

We believe that offering Agreements to our executives helps to ensure the retention of executive experience, skills, knowledge, and background for the benefit of the Company, and the efficient achievement of our long-term goals and strategy. Additionally, the Agreements reinforce and encourage the executives’ continued attention and dedication to duties without the distraction arising from

 

the possibility of a Change in Control. The Agreements do not provide excise tax gross-ups.

 

Determining Executive Compensation

 

Decisions with respect to specific BPP awards, equity awards, and base salary increases for the current year are normally made at the first Compensation Committee and Board meeting of each year. At this meeting, the Compensation Committee and the Board of Directors also make decisions with respect to the prior year’s performance and BPP funding. Base salary increases are generally effective as of the first full pay period in April.

 

The Compensation Committee reviews and approves equity grant terms and conditions and grant size for NEOs and other senior executives at its first meeting of the year, which is generally held following our public disclosure of our financial results for the prior year.

       
  Human Resources and Compensation Committee Report
       
 

The Compensation Committee reviewed and discussed this Compensation Discussion and Analysis with management.

 

Based on that review and discussion, the Compensation Committee recommended to the Board of Directors of Brunswick Corporation

  that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and the Company’s Proxy Statement to be filed in conjunction with the Company’s 2023 Annual Meeting.
       
 
  David C. Everitt (C) Nancy E. Cooper Lauren P. Flaherty J. Steven Whisler Roger J. Wood

 

60   |   2023 Proxy Statement — Executive Compensation  


2022 Summary Compensation Table

 

The table below summarizes the total compensation earned by each of our NEOs for the years ended December 31, 2022 and   to the extent required by the SEC’s executive compensation disclosure rules, 2021, and 2020.

 

Year Salary1 Bonus Stock
Awards2
Non-Equity
Incentive Plan
Compensation3
Change in Pension
Value and Non-
Qualified Deferred
Compensation
Earnings
All Other
Compensation4
Total
David M. Foulkes, Chief Executive Officer        
2022 $1,118,423 $ - $6,844,580 $1,203,000 $ - $372,135 $9,538,138
2021 $1,077,038   $5,761,310 $2,539,000   $260,058 $9,637,406
2020 $ 1,021,154   $ 5,000,158 $1,596,000   $203,551 $7,820,863
Ryan M. Gwillim, Executive Vice President and Chief Financial Officer
2022 $586,539 $ - $1,350,439 $350,600 $ - $121,322 $2,408,900
2021 $536,539   $999,989 $758,900   $78,949 $2,374,377
2020 $417,885   $ 570,723 $ 355,800   $ 63,505 $ 1,407,913
Christopher D. Drees5, Former Executive Vice President and President, Mercury Marine
2022 $549,231 $ - $1,199,972 $326,700 $ - $155,929 $2,231,832
2021 $514,615   $899,807 $727,900   $95,801 $2,238,123
2020 $491,346   $800,240 $528,400   $83,679 $1,903,665
Christopher F. Dekker6, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer
2022 $519,615 $ - $799,977 $310,600 $ - $154,451 $1,784,643
2021 $499,750   $799,624 $706,900   $121,239 $2,127,513
Brenna D. Preisser, Executive Vice President, Strategy and President, Business Acceleration    
2022 $521,442 $ - $799,977 $311,700 $ - $146,530 $1,779,649
2021 $499,615   $799,624 $706,700   $123,906 $2,129,845
2020 $442,231   $800,240 $414,600   $107,796 $ 1,764,867

  

 

 

 

1 The amounts shown in this column constitute actual base salary paid. Annual salaries as of December 31, 2022 were:

 

Foulkes Gwillim Drees Dekker Preisser
$1,130,000 $600,000 $560,000 $525,000 $527,500

 

2 The amounts shown in this column constitute the aggregate grant date fair value of Restricted Stock Units and Performance Shares granted under the Brunswick Corporation 2014 Stock Incentive Plan during the applicable year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 – Compensation – Stock Compensation (FASB ASC Topic 718). For assumptions used in the valuation of such awards, see Note 17 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The amounts reported with respect to Performance Shares are based on the probable outcome of the performance conditions as of the grant date, which is estimated at target. Had the achievement of the highest level of performance been assumed, the aggregate grant date fair value, inclusive of Monte Carlo valuation, of the 2022 Performance Shares would be as follows: Mr. Foulkes $6,844,532; Mr. Gwillim $1,350,745; Mr. Drees $1,199,401; Mr. Dekker $800,231; and Ms. Preisser $800,231.

3 The amounts shown in this column constitute payments made under the annual Brunswick Performance Plan (BPP).

 

Executive Compensation — 2023 Proxy Statement   |   61

 


4  The amounts shown in the All Other Compensation column include the following for fiscal year 2022:

 

Name Defined
Contribution Plan
(Qualified)(a)
Defined
Contribution
Plan (Non-
Qualified)(a)
Product
Program(b)
Personal Use
of Company
Aircraft(c)
Executive
Physical(d)
Total
Foulkes $28,895 $283,813 $35,000 $15,099 $9,328 $372,135
Gwillim $30,057 $77,758 $6,830  - $6,677 $121,322
Drees $29,600 $84,066 $35,000  - $7,263 $155,929
Dekker $29,286 $82,596 $35,000  - $7,569 $154,451
Preisser $29,571 $74,864 $35,000  - $7,095 $146,530

 

a Defined Plan Contributions (Qualified and Non-Qualified): Amounts contributed to the retirement contribution plan include Company match and a Retirement Profit Sharing Contribution of four percent and six percent, respectively, on qualified plan limit earnings.

b Product Program: Represents the utilized allowance of the Executive Product Program. For further details, please see page 59.

c Personal Use of Company Aircraft: Mr. Foulkes utilized the Company aircraft for personal use on a limited basis in 2022. This incremental cost to the Company for use of the corporate aircraft is based on the variable operational costs of all flights, including fuel, maintenance, flight crew travel expense, catering, communications, and fees, including flight planning, ground handling, and landing permits. Occasionally, a spouse or other guests may accompany officers on the Company aircraft when the aircraft is already scheduled for use and can accommodate additional passengers. In those cases, there is no aggregate incremental cost to the Company and, as a result, no additional amount is reflected in the 2022 Summary Compensation Table for such use.

d Executive Physical: Represents the amount paid by Brunswick for the physical examination program available to our senior executives. For further details, please see page 59.

5 Mr. Drees resigned his position as a Section 16 Officer effective February 7, 2023, and left the Company on March 3, 2023. See the Current Report on Form 8-K filed with the SEC on February 7, 2023 for additional information.

6 Mr. Dekker was not an NEO in 2020. Therefore, this table does not include 2020 data for him.

 

62   |   2023 Proxy Statement — Executive Compensation  


2022 Grants of Plan-Based Awards

 

         
  Estimated Future Payouts Under Non-Equity
Incentive Plan Awards1
Estimated Future Payouts Under Equity
Incentive Plan Awards2
   
         
Grant
Date
Threshold Target Maximum Threshold Target Maximum All Other Stock
Awards: Number
of Shares of
Stock or Units3
Grant Date Fair
Value of Stock
and Options
Awards4
David M. Foulkes, Chief Executive Officer
- $377,468 $1,509,871 $3,019,743          
2/17/22       0 36,180 72,360   $3,422,266
2/17/22             35,690 $3,422,314
Ryan M. Gwillim, Executive Vice President and Chief Financial Officer
- $109,976 $439,904 $879,808          
2/17/22       0 7,140 14,280   $675,373
2/17/22             7,040 $675,066
Christopher D. Drees, Former Executive Vice President and President, Mercury Marine
- $102,981 $411,923 $823,846          
2/17/22       0 6,340 12,680   $599,701
2/17/22             6,260 $600,271
Christopher F. Dekker, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer
- $97,428 $389,712 $779,423          
2/17/22       0 4,230 8,460   $400,116
2/17/22             4,170 $399,861
Brenna D. Preisser, Executive Vice President, Strategy and President, Business Acceleration
- $97,770 $391,082 $782,164          
2/17/22       0 4,230 8,460   $400,116
2/17/22             4,170 $399,861

 

1 Consists of threshold, target, and maximum payouts under the 2022 BPP.

2 Consists of Performance Shares awarded under the Brunswick Corporation 2014 Stock Incentive Plan. Performance Shares vest and convert to a number of shares of Brunswick Common Stock at the end of the three-year performance period based on the final plan performance, generally subject to the NEO’s continued employment through the end of the performance period.

3 Consists of RSUs awarded under the Brunswick Corporation 2014 Stock Incentive Plan. Awards fully vest on the third anniversary of the grant date, generally subject to the NEO’s continued employment through the vesting date.

4 The amounts shown in this column constitute the aggregate grant date fair value of equity awards granted under the Brunswick Corporation 2014 Stock Incentive Plan during 2022, computed in accordance with FASB ASC Topic 718. For assumptions used in the valuation of such awards, see Note 17 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

 

Executive Compensation — 2023 Proxy Statement   |   63

 


 

Equity Compensation Plan Information and Awards

 

Brunswick granted Performance Shares and RSUs to all NEOs in 2022 pursuant to the Brunswick Corporation 2014 Stock Incentive Plan. Performance Shares are generally granted annually and, if earned, typically vest 100% at the end of a three-year performance period. Brunswick generally grants RSUs annually and they typically vest 100% on the third anniversary of the grant date. The terms of the awards reflect the use of the “Rule of 70 or Age 62” (as described below), along with the inclusion of an additional provision that would pro-rate the grant in the event of termination before December 31 in the year the grant is awarded, provided the participant had met the appropriate retirement definition in the terms and conditions of the award. Providing for a “prorated” grant serves to keep the decision about retirement timing independent of the vesting schedule of equity-based compensation. Of the NEOs, Messrs. Foulkes and Drees meet the Rule of 70 or Age 62 provision.

 

Please see the “Potential Payments Upon Termination or Change in Control” section on page 67 for a description of the treatment of equity awards following a qualifying termination of employment or a Change in Control.

 

Award Treatment 

Upon Termination

 

The terms and conditions of RSUs and Performance Shares generally provide for forfeiture of the award if an executive terminates employment before the end of the vesting period, except if: the executive meets the Rule of 70 or Age 62, which is defined as either: (i) the sum of the individual’s age plus years of service is equal to or greater than 70 or (ii) the individual is age 62 or above with at least three years of consecutive service from latest hire date; or if the executive is involuntarily terminated (not due to Cause) and does not meet the Rule of 70 or Age 62. Details on award treatment are described in the following section.

 

Rule Of 70 or Age 62

 

Once an executive meets the Rule of 70 or Age 62, if employment is terminated (other than for cause or due to death or permanent disability), the applicable awards are treated as follows:

 

  Performance Shares: If termination occurs on or after December 31 of the year the grant is awarded, the grantee will receive the entire award at the end of the performance period, calculated as if the grantee had remained employed throughout the entire performance period and based on actual performance. If termination occurs before December 31 in the year the grant is awarded, the grantee will receive a pro-rata portion of the earned award at the end of the performance period based on actual performance.

•   RSUs: If termination occurs on or after December 31 of the year the grant is awarded, the entire award will be distributed three years from grant date. If termination occurs before December 31 in the year the grant is awarded, a pro-rata portion of the award will be distributed three years from grant date.

 

Involuntary Separation 

(not due to Cause)

 

The equity award terms and conditions provide for pro-rata vesting of outstanding equity awards earned by individuals who were involuntarily terminated (not due to Cause) by the organization and do not meet the retirement provision of Rule of 70 or Age 62. The pro-rata vesting calculation is based on the earned amount of the award determined by the length of service from the date of grant to separation date over the length of the three-year performance period and would be released at the normal release date (at the same time as active employees). This applies to both RSUs and Performance Share awards, with the earned Performance Share award released based on actual plan performance. We believe this is a fair and consistent way to treat individuals who may be separated as a result of an organization restructuring and is aligned with broader competitive practice.

 

Please see the “2022 Grants of Plan-Based Awards” section of this Proxy Statement for a detailed description of awards granted to the NEOs during 2022.

 

64   |   2023 Proxy Statement — Executive Compensation  


2022 Outstanding Equity Awards At Fiscal Year-End

 

This table provides information regarding each NEO’s outstanding equity awards as of December 31, 2022. The equity awards in this   table consist of RSUs and Performance Shares.    

 

  Stock Awards1
         
Grant
Date
Number of Shares
or Units of Stock
Held That Have
Not Vested2
Market Value of
Shares or Units of
Stock Held That
Have Not Vested
Equity Incentive Plan
Awards: Number of
Unearned Shares, Units
or Other Rights That
Have Not Vested3 4
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares, Units
or Other Rights That
Have Not Vested
David M. Foulkes, Chief Executive Officer    
2/13/20 40,596 $2,926,171    
2/11/21 32,807 $2,364,752 33,705 $2,429,456
2/17/22 36,397 $2,623,517 36,180 $2,607,854
Ryan M. Gwillim, Executive Vice President and Chief Financial Officer  
2/13/20 2,438 $175,737    
6/17/20 2,310 $166,496    
2/11/21 5,692 $410,258 5,853 $421,877
2/17/22 7,180 $517,500 7,140 $514,651
Christopher D. Drees, Former Executive Vice President and President, Mercury Marine  
2/13/20 6,495 $468,127    
2/11/21 5,124 $369,306 5,264 $379,458
2/17/22 6,384 $460,163 6,340 $456,987
Christopher F. Dekker, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer
2/13/20 5,685 $409,800    
2/11/21 4,555 $328,355 4,676 $337,039
2/17/22 4,253 $306,530 4,230 $304,898
Brenna D. Preisser, Executive Vice President, Strategy and President, Business Acceleration
2/13/20 6,495 $468,127    
2/11/21 4,555 $328,355 4,676 $337,039
2/17/22 4,253 $306,530 4,230 $304,898

 

1 The market value of shares or units of stock that have not vested reflects a stock price of $72.08, the Company’s closing stock price on December 30, 2022.
2 RSU grants vest 100% on the third anniversary of the date of grant. Amounts include reinvested dividends.
3 2021 Performance Share awards are subject to a three-year performance period and may be subject to additional modification of +/- 20% based on TSR performance against the established peer group, as described in the Compensation Discussion & Analysis. The number of shares listed are based on performance through December 31, 2022.
4 2022 Performance Share awards are subject to a three-year performance period and may be subject to additional modification of +/- 20% based on TSR performance against the established peer group, as described in the Compensation Discussion & Analysis. The number of shares listed are based on target performance.

 

Executive Compensation — 2023 Proxy Statement   |      65
 

  2022 Stock Vested

 

    Stock Awards
       
  Name Number of Shares Acquired
on Vesting
Value Realized on Vesting
  David M. Foulkes 111,421 $10,156,366
  Ryan M. Gwillim 11,151 $985,877
  Christopher D. Drees 18,186 $1,607,496
  Christopher F. Dekker 17,091 $1,564,406
  Brenna D. Preisser 18,479 $1,687,174

 

  2022 Non-Qualified Deferred Compensation
   
 

Restoration Plan

  Name Executive
Contributions
in Last FY1
Company
Contributions
in Last FY2
Aggregate
Earnings
in Last FY
Aggregate
Withdrawals/
Distributions
Aggregate
Balance
at Last FYE3
  David M. Foulkes $528,114 $283,813 ($432,653) $2,776,982
  Ryan M. Gwillim $52,022 $77,758 ($42,528) $273,462
  Christopher D. Drees $58,328 $84,066 ($300,955) $1,698,725
  Christopher F. Dekker $151,212 $82,596 ($296,243) $1,425,593
  Brenna D. Preisser $65,470 $74,864 ($101,796) $575,424
   
  2005 Automatic Deferred Compensation Plan    
  Name Executive
Contributions
in Last FY
Company
Contributions
in Last FY
Aggregate
Earnings
in Last FY
Aggregate
Withdrawals/
Distributions
Aggregate
Balance
at Last FYE
  David M. Foulkes ($177,155) $478,386
  Ryan M. Gwillim
  Christopher D. Drees
  Christopher F. Dekker
  Brenna D. Preisser

 

  1 100% of the amount for each NEO in this column represents deferrals of salary and BPP and is reported in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.
  2 100% of the amount for each NEO in this column is reported in the “All Other Compensation” column of the Summary Compensation Table.
  3 The following amounts were previously reported as compensation to the NEOs in past Summary Compensation Tables. These amounts consist of Executive and Company Contributions and above-market interest as follows:

 

  Foulkes Gwillim Drees Dekker Preisser
  $1,148,900 $110,802 $299,478 $289,183 $155,762

 

66  |   2023 Proxy Statement — Executive Compensation  
 

Narrative To Non-Qualified Deferred Compensation Tables

 

The Non-Qualified Deferred Compensation tables show amounts deferred in 2022 under the Restoration Plan (non-qualified plan to provide for contributions in excess of IRS limits), and the 2005 Automatic Deferred Compensation Plan and includes previous deferrals.

 

Under the Restoration Plan, participants may defer up to 40% of their base salary and BPP awards. These deferrals are credited with earnings and losses based on the rate of return of mutual funds selected by the participant. The investment options and Company matching formula mirror those of the qualified 401(k) plan, which the participant manages in the same manner. Brunswick contributes to this plan according to the following formula:

 

•   One dollar for every dollar contributed by the employee, up to 3% of annual pay, and 50 cents for every dollar on the next 2%, plus an annual retirement profit sharing contribution of up to 9% based on Company performance. Distributions under the Restoration Plan will be made on the last business day of the month after the six- month anniversary from the participant’s date of termination.

 

Under the 2005 Automatic Deferred Compensation Plan, participants are required to defer certain compensation in excess of $1.5 million to protect the tax deductibility to the Company of such compensation under Section 162(m) of the Internal Revenue Code. For cash balances, deferred cash equivalent balances are credited with: (i) an interest rate equal to the greater of the prime rate at JP Morgan Chase plus two percent, or Brunswick’s short-term borrowing rate; or (ii) returns on securities selected by the executive. For amounts deferred in stock, the account is credited with the number of share units equal to the number of shares of Company stock as of the date on which the shares would otherwise have been paid. Distributions of deferrals are made as soon as administratively practicable after the six-month anniversary of the participant’s date of termination.

 

This plan has been amended to cease deferrals of compensation earned on or after January 1, 2018, except for incentive awards that were outstanding prior to November 2, 2017. All grandfathered incentive awards are no longer outstanding and therefore, there will be no future deferrals into the Plan.

 

Potential Payments Upon Termination or Change in Control

 

Brunswick has entered into severance and Change in Control agreements which are incorporated in the Terms and Conditions of Employment (Agreements) with each currently serving NEO.

 

Below is a discussion of the benefits that our NEOs who were actively employed with the Company on December 31, 2022 would have received upon a Change in Control or termination of employment under various circumstances on such date.

 

Terms and Conditions of Employment

 

Each Agreement confirms that employment is at-will and outlines each NEO’s roles and responsibilities and compensation, benefits, and eligibility for certain perquisites provided in exchange for their services. The Agreements also contain provisions regarding termination of employment and reflect a “double-trigger” Change in Control severance and equity provision (effective upon termination of employment by the Company following a Change in Control of the Company) for all NEOs, including the CEO.

 

Change in Control and Severance

 

Each NEO is entitled to certain severance benefits in the event of a Change in Control (as defined below), if Brunswick terminates his or her employment for reasons other than for Cause (as defined below) or disability or if the executive terminates for Good Reason (as defined below):

 

•   Qualifying termination within 24 months following a Change in Control:

-   Severance payment of three times for Mr. Foulkes, and two times for the other NEOs the sum of: (i) annual salary; (ii)

   

 

Executive Compensation — 2023 Proxy Statement   |      67
 

   

the larger of targeted annual award under BPP for the year of termination or the year in which the Change in Control occurs; and (iii) the Company’s 401(k) match, retirement profit sharing contribution, and other Company contributions made on his or her behalf to the Company’s tax-qualified and non-qualified defined contribution plans during the 12-month period prior to the date of termination

-   All equity awards held by the executive will become fully vested and, if applicable, immediately exercisable and will remain outstanding pursuant to their terms

-   Other benefits (including the continuation of medical, dental, vision, and prescription coverage) for up to the length of the severance period

•   Qualifying termination other than following a Change in Control:

-   Severance payment equal to two times for Mr. Foulkes and one-and-one-half times for the other NEOs the sum of: (i) annual salary; and (ii) the Company’s 401(k) match, retirement profit sharing contribution, and other Company contributions made on his or her behalf to the Company’s tax-qualified and non-qualified defined contribution plans during the 12-month period prior to the date of termination. The CEO is guaranteed an annual BPP award equal to two times target for the year of termination, and any other NEO’s award under the BPP can be made at the CEO’s discretion

-   Other benefits (including the continuation of medical, dental, vision, and prescription coverage) for up to 24 months for the CEO and up to 18 months for other NEOs 

-   All equity awards held by the executive vest according to the terms and conditions of the underlying plans

 

In addition to the payments described above, in each scenario, the NEO would be entitled to receive any annual BPP award earned for the preceding year that had not yet been paid at the time of termination as well as outplacement services.

 

All executives at Brunswick who have an Agreement, including each NEO, are not entitled to indemnification or any “gross-up” of taxes imposed by Section 4999 of the Internal Revenue Code on “excess parachute payments” (as defined in Section 280G of the Internal

 

Revenue Code). Instead, such executives will either be required to pay the excise tax or have their payments reduced if it would be more favorable to them on an after-tax basis.

 

Brunswick may terminate the Agreements upon six months’ notice, except that after a Change in Control, Brunswick may not terminate the Agreements until the second anniversary of the Change in Control.

 

The Agreements contain non-competition and non-solicitation restrictive covenants effective during the two-year period following termination of employment for the CEO, and for 18 months following termination for all other NEOs, and non-disclosure and non-disparagement restrictive covenants effective at all times. Upon termination following a Change in Control, the non-competition and non-solicitation restrictive covenants are not applicable. In the event of a violation of the restrictive covenants, we may recover any severance payments received by the executive and any gain realized as a result of the exercise or vesting of equity awards beginning 12 months prior to termination and ending on the date that the Company makes full recovery of such payments.

 

The terms of the Agreements require the NEOs to execute a general release. Severance benefits are not available for those individuals terminating due to retirement, death, long-term disability, or for Cause.

 

Termination for “Cause” means the NEO’s:

 

•   Conviction of a crime, including by a plea of guilty or nolo contendere, involving theft, fraud, perjury, or moral turpitude

•   Intentional or grossly negligent disclosure of confidential or trade secret information of the Company or a related company to anyone not entitled to such information

•   Willful omission or dereliction of any statutory or common law duty of loyalty to the Company or a related company

•   Willful and material violation of the Company’s Code of Conduct or any other written Company policy 

•   Repeated failure to carry out the material components of the executive’s duties despite specific written notice to do so by the CEO (or in the case of the CEO, the Board) other than any such failure as a result of incapacity due to physical or mental illness

 

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“Good Reason” means the Company taking any of the following actions or omissions without the NEO’s express written consent:

 

Material breach of provisions of the Agreement

Failure to provide benefits generally provided to similarly situated senior executives

Reduction in authority or responsibility

Reduction in compensation not applicable to similarly situated senior executives

Relocation beyond a reasonable commuting distance

Following a Change in Control, failure to obtain a satisfactory agreement from any successor to assume and agree to abide by employment agreement terms

 

The Good Reason provision protects executives from being effectively demoted or having their pay reduced in an effort to force them to quit.

     

“Change in Control” means: (i) the acquisition of 25% or more of the outstanding voting stock of Brunswick by any person other than an employee benefit plan of Brunswick; (ii) the failure of the incumbent Board of Directors to constitute a majority of Brunswick’s Board, excluding new directors who (a) are approved by a vote of at least 50% of the members of the incumbent Board and (b) did not join the Board following a contested election of directors; (iii) a merger of Brunswick with another corporation, other than a merger in which Brunswick’s shareholders receive at least 60% of the voting stock outstanding after the merger or a merger effected to implement a recapitalization of Brunswick in which no person acquires more than 25% of Brunswick’s voting stock and the Board is comprised of a majority incumbent directors; or (iv) a complete liquidation or dissolution of Brunswick.

 

     


Payment Obligations Under Termination Scenarios

 

The following tables show our estimated payment obligations resulting from involuntary termination, other than for death,

     

disability, or cause, before and after a Change in Control, using December 31, 2022 as the hypothetical termination date.

     


Absent Change in Control

 

Name Severance1 Welfare Benefits2 Total BPP3
David M. Foulkes $5,936,414 $59,850 $5,996,264 $0
Ryan M. Gwillim $1,061,723 $58,677 $1,120,400 $450,000
Christopher D. Drees6 $1,010,499 $58,158 $1,068,657 $420,000
Christopher F. Dekker $955,323 $58,677 $1,014,000 $393,750
Brenna D. Preisser $947,904 $58,677 $1,006,581 $395,625

 

Following Change In Control

 

Name Severance4 Welfare Benefits2 Long-Term
Incentives5
Total
David M. Foulkes $8,904,621 $81,025 $8,025,737 $17,011,383
Ryan M. Gwillim $2,315,630 $72,403 $1,504,765 $3,892,798
Christopher D. Drees6 $2,187,332 $71,710 $1,319,307 $3,578,349
Christopher F. Dekker $2,061,264 $72,403 $1,176,960 $3,310,627
Brenna D. Preisser $2,055,122 $72,403 $1,232,698 $3,360,223

1 Amounts in this column represent severance payments equal to two times the sum of salary, BPP, and defined contribution plan contributions for Mr. Foulkes and one and one-half times the salary and defined contribution plan contributions for the other NEOs.