Quarterly report pursuant to Section 13 or 15(d)

Share-Based Compensation

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Share-Based Compensation
6 Months Ended
Jul. 04, 2015
Share-based Compensation [Abstract]  
Share-Based Compensation
Note 6 – Share-Based Compensation

Under the Brunswick Corporation 2014 Stock Incentive Plan (Plan), the Company may grant stock options, stock appreciation rights (SARs), non-vested stock awards and performance awards to executives, other employees and non-employee directors from treasury shares and from authorized, but unissued, shares of common stock, in addition to any shares reacquired by the Company through the forfeiture of past awards, or settlement of such awards in cash. As of July 4, 2015, 5.3 million shares remained available for grant.

Stock options and SARs

Through 2004, the Company issued stock options, and between 2005 and 2012, the Company issued stock-settled SARs. The Company has not issued SARs since 2012. In the three months and six months ended July 4, 2015, there was $0.1 million and $0.2 million, respectively, of total expense after adjusting for forfeitures, due to amortization of SARs previously granted. In the three months and six months ended June 28, 2014, there was $0.5 million and $0.8 million, respectively, of total expense after adjusting for forfeitures, due to amortization of SARs previously granted.

Non-vested stock awards

The Company grants awards of both stock-settled and cash-settled non-vested stock units to key employees as determined by the Human Resources and Compensation Committee. The Company granted 0.0 million and 0.2 million, respectively, of stock awards during the three months and six months ended July 4, 2015. The Company granted 0.0 million and 0.3 million, respectively, of stock awards during the three months and six months ended June 28, 2014. The Company recognizes the cost of non-vested stock awards on a straight-line basis over the requisite service period. Additionally, cash-settled non-vested stock units are recorded as a liability in the balance sheet and adjusted to fair value each reporting period through stock compensation expense. During the three months and six months ended July 4, 2015, $3.4 million and $7.0 million, respectively, was charged to compensation expense for non-vested stock awards. During the three months and six months ended June 28, 2014, $2.7 million and $4.9 million, respectively, was charged to compensation expense for non-vested stock awards.

As of July 4, 2015, the Company had $12.1 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. The Company expects this cost to be recognized over a weighted average period of 1.2 years.

Performance awards

In the first six months of 2015 and 2014, the Company granted 0.1 million performance shares to certain senior executives. The 2015 share awards are based on three performance measures--a cash flow return on investment (CFROI) measure, an operating margin (OM) measure and a total shareholder return (TSR) modifier. The 2014 share awards were based on a CFROI measure and a TSR modifier. Performance shares are earned based on a three-year performance period and a one-year performance period, commencing at the beginning of the calendar year of each grant, for the 2015 and 2014 share grants, respectively. The performance shares are then subject to a TSR modifier based on stock returns measured against stock returns of a predefined comparator group over a three-year performance period which starts at the beginning of the calendar year of each grant. Additionally, in February 2015 and 2014, the Company granted 22,990 and 24,600 performance shares, respectively, to certain officers and certain senior managers based on the respective measures and performance periods described above but excluding a TSR modifier.

Based on projections of probable attainment of the CFROI and OM measures and the projected TSR modifier used to determine the performance awards, $2.0 million and $3.2 million was charged to compensation expense for the three months and six months ended July 4, 2015, respectively. In the three months and six months ended June 28, 2014, $2.2 million and $3.8 million, respectively, was charged to compensation expense based on projections of probable attainment of the CFROI measure and the projected TSR modifier used to determine the performance awards.

The fair values of the senior executives' performance share award grants with a TSR modifier at the grant date in 2015 and 2014 were $56.17 and $41.38, respectively, which were estimated using the Monte Carlo valuation model, and incorporated the following assumptions:
 
2015
 
2014
Risk-free interest rate
1.0
%
 
0.6
%
Dividend yield
0.9
%
 
1.0
%
Volatility factor
39.2
%
 
43.7
%
Expected life of award
2.9 years

 
2.9 years



The fair value of the certain officers and certain senior managers' performance awards granted that were not subject to a TSR modifier was $52.39 and $40.44, which was based on the stock price on the date of grant in 2015 and 2014, respectively.

As of July 4, 2015, the Company had $2.0 million of total unrecognized compensation cost related to performance awards. The Company expects this cost to be recognized over a weighted average period of 1.0 year.

Director Awards

The Company issues stock awards to non-employee directors in accordance with the terms and conditions determined by the Nominating and Corporate Governance Committee of the Board of Directors.  A portion of each director’s annual fee is paid in Brunswick common stock, the receipt of which may be deferred until a director retires from the Board of Directors.  Each director may elect to have the remaining portion paid in cash, in Brunswick common stock distributed at the time of the award, or in deferred Brunswick common stock with a 20 percent premium.