Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay Versus Performance

 

Linking pay and performance is an important component of Brunswick’s compensation philosophy and aligns to the interests of our shareholders. The Committee believes that the Company’s compensation plans and programs provide strong pay and performance alignment as demonstrated and described

     

 

through the Compensation Discussion and Analysis section of the Proxy. The following Pay versus Performance disclosure is calculated in a manner consistent with SEC rules.

     


          Value of Initial Fixed $100
Investment Based On: 5		    
                 

Year 1

Summary Compensation Table Total for PEO ($)2

 Compensation
Actually Paid
to PEO ($)3 		Average Summary
Compensation Table
Total for Non-Peo
Named Executive
Officers ($)2

Average
Compensation
Actually Paid
To Non-Peo
Named Executive
Officers ($)4

Total
Shareholder

Return ($)

Peer Group Total Shareholder Return ($)6 

Net
Income ($) 

Adjusted Earnings Per Share 7
2022 $9,538,138 $2,922,362 $2,051,256 $1,050,316 $126.14 $165.18 $677.0 $10.03
2021 $9,637,406 $20,403,706 $2,217,465 $3,806,236 $171.03 $209.13 $593.3 $8.28
2020 $7,820,863 $11,771,626 $1,879,405 $2,411,473 $128.96 $125.94 $372.7 $5.07

 

1 David M. Foulkes served as the Company’s principal executive officer for the entirety of 2020, 2021 and 2022 and the Company’s other NEOs for the applicable years were as follows:

- 2022: Ryan M. Gwillim, Christopher D. Drees, Christopher F. Dekker, and Brenna D. Preisser

- 2021: Ryan M. Gwillim, Christopher D. Drees, Brenna D. Preisser, and Christopher F. Dekker

- 2020: Ryan M. Gwillim, Brett A. Dibkey, Christopher D. Drees, Brenna D. Preisser, and William L. Metzger

 

2 Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Foulkes and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs for the applicable year other than the principal executive officer for such years.

 

3 Amounts reported in this column represent the compensation actually paid to Mr. Foulkes as the Company’s principal executive officer in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:

 

PEO 2022 2021 2020
Summary Compensation Table - Total Compensation(a) $9,538,138 $9,637,406 $7,820,863
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year(b) $6,844,580 $5,761,310 $5,000,158
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(c) $5,197,362 $6,525,283 $5,773,382
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years(d) ($2,643,131) $6,377,756 $2,872,573
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(e) $0 $0 $0
+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) ($2,325,427) $3,624,571 $304,966
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) $0 $0 $0
= Compensation Actually Paid $2,922,362 $20,403,706 $11,771,626
(a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.

(b) Represents the aggregate grant date fair value of the stock awards granted to Mr. Foulkes during the indicated fiscal year, computed in accordance with FASB ASC 718.

(c) Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Foulkes’s outstanding and unvested stock awards granted during such fiscal year, computed in accordance with FASB ASC 718.

(d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by Mr. Foulkes as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

(e) Represents the aggregate fair value at vesting of the stock awards that were granted to Mr. Foulkes and vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

(f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by Mr. Foulkes that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

(g) Represents the aggregate fair value as of the last day of the prior fiscal year of Mr. Foulkes’s stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.
4 Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Mr. Foulkes in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:

Other NEOs Average(a) 2022 2021 2020
Summary Compensation Table - Total Compensation(b) $2,051,256 $2,217,465 $1,879,405
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year(c) $1,037,591 $874,761 $834,298
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(d) $787,884 $990,758 $875,309
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years(e) ($393,091) $924,216 $426,491
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(f) $0 $0 $0
+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) ($358,142) $548,558 $157,946
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(h) $0 $0 $93,380
= Compensation Actually Paid $1,050,316 $3,806,236 $2,411,473

 

a Please see footnote 1 for the NEOs included in the average for each indicated fiscal year.

 

b Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year.

 

c Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during the indicated fiscal year, computed in accordance with FASB ASC 718.

 

d Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards granted during such fiscal year, computed in accordance with FASB ASC 718.

 

e Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported NEOs as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

 

f Represents the average aggregate fair value at vesting of the stock awards that were granted to the reported NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

 

g Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

 

h Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.

 

5 Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.

 

6 The TSR Peer Group consists of the S&P 400 Consumer Discretionary Index, an independently prepared index that includes those companies included in the S&P MidCap 400 that are classified as members of the GICS Consumer Discretionary sector.

 

7 For 2022, the Compensation Committee determined that Adjusted Earnings Per Share (EPS) continues to be viewed as a core driver of the Company’s performance and stockholder value creation. Adjusted EPS is a non-GAAP financial measure. Please see Appendix C for a reconciliation of non-GAAP financial measures.
   
Company Selected Measure Name Adjusted Earnings Per Share    
Named Executive Officers, Footnote [Text Block]
1 David M. Foulkes served as the Company’s principal executive officer for the entirety of 2020, 2021 and 2022 and the Company’s other NEOs for the applicable years were as follows:

- 2022: Ryan M. Gwillim, Christopher D. Drees, Christopher F. Dekker, and Brenna D. Preisser

- 2021: Ryan M. Gwillim, Christopher D. Drees, Brenna D. Preisser, and Christopher F. Dekker

- 2020: Ryan M. Gwillim, Brett A. Dibkey, Christopher D. Drees, Brenna D. Preisser, and William L. Metzger
   
Peer Group Issuers, Footnote [Text Block]
6 The TSR Peer Group consists of the S&P 400 Consumer Discretionary Index, an independently prepared index that includes those companies included in the S&P MidCap 400 that are classified as members of the GICS Consumer Discretionary sector.
   
PEO Total Compensation Amount $ 9,538,138 $ 9,637,406 $ 7,820,863
PEO Actually Paid Compensation Amount $ 2,922,362 20,403,706 11,771,626
Adjustment To PEO Compensation, Footnote [Text Block]
3 Amounts reported in this column represent the compensation actually paid to Mr. Foulkes as the Company’s principal executive officer in the indicated fiscal years, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:

 

PEO 2022 2021 2020
Summary Compensation Table - Total Compensation(a) $9,538,138 $9,637,406 $7,820,863
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year(b) $6,844,580 $5,761,310 $5,000,158
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(c) $5,197,362 $6,525,283 $5,773,382
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years(d) ($2,643,131) $6,377,756 $2,872,573
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(e) $0 $0 $0
+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) ($2,325,427) $3,624,571 $304,966
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) $0 $0 $0
= Compensation Actually Paid $2,922,362 $20,403,706 $11,771,626
(a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.

(b) Represents the aggregate grant date fair value of the stock awards granted to Mr. Foulkes during the indicated fiscal year, computed in accordance with FASB ASC 718.

(c) Represents the aggregate fair value as of the indicated fiscal year-end of Mr. Foulkes’s outstanding and unvested stock awards granted during such fiscal year, computed in accordance with FASB ASC 718.

(d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by Mr. Foulkes as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

(e) Represents the aggregate fair value at vesting of the stock awards that were granted to Mr. Foulkes and vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

(f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by Mr. Foulkes that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

(g) Represents the aggregate fair value as of the last day of the prior fiscal year of Mr. Foulkes’s stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.
   
Non-PEO NEO Average Total Compensation Amount $ 2,051,256 2,217,465 1,879,405
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,050,316 3,806,236 2,411,473
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
4 Amounts reported in this column represent the compensation actually paid to the Company’s NEOs other than Mr. Foulkes in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below:

Other NEOs Average(a) 2022 2021 2020
Summary Compensation Table - Total Compensation(b) $2,051,256 $2,217,465 $1,879,405
- Grant Date Fair Value of Stock Awards Granted in Fiscal Year(c) $1,037,591 $874,761 $834,298
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year(d) $787,884 $990,758 $875,309
+ Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years(e) ($393,091) $924,216 $426,491
+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(f) $0 $0 $0
+ Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(g) ($358,142) $548,558 $157,946
- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(h) $0 $0 $93,380
= Compensation Actually Paid $1,050,316 $3,806,236 $2,411,473

 

a Please see footnote 1 for the NEOs included in the average for each indicated fiscal year.

 

b Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year.

 

c Represents the average aggregate grant date fair value of the stock awards granted to the reported NEOs during the indicated fiscal year, computed in accordance with FASB ASC 718.

 

d Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards granted during such fiscal year, computed in accordance with FASB ASC 718.

 

e Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the reported NEOs as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.

 

f Represents the average aggregate fair value at vesting of the stock awards that were granted to the reported NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

 

g Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.

 

h Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.
   
Compensation Actually Paid vs. Net Income [Text Block]

Relationship Between Pay and Performance

 

We believe the “Compensation Actually Paid” in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s

     

emphasis on pay-for-performance as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our annual and long-term incentive programs.

     


 

    
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Relationship Between Pay and Performance

 

We believe the “Compensation Actually Paid” in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s

     

emphasis on pay-for-performance as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our annual and long-term incentive programs.

     


 

    
Total Shareholder Return Vs Peer Group [Text Block]

Relationship Between Pay and Performance

 

We believe the “Compensation Actually Paid” in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s

     

emphasis on pay-for-performance as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our annual and long-term incentive programs.

     
     

 

    
Tabular List [Table Text Block]
The following is a list of financial performance measures, which in the Company’s assessment represent the most important financial performance measures used by the Company to link compensation actually paid to the Named Executive Officers for 2022:

● Adjusted Earnings Per Share

● Free Cash Flow

● Earnings Before Interest and Taxes

● Cash Flow Return on Investment

● Operating Margin

● Total Shareholder Return

   
Total Shareholder Return Amount $ 126.14 171.03 128.96
Peer Group Total Shareholder Return Amount 165.18 209.13 125.94
Net Income (Loss) $ 677,000,000 $ 593,300,000 $ 372,700,000
Company Selected Measure Amount | $ / shares 10.03 8.28 5.07
PEO Name David M. Foulkes    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted Earnings Per Share    
Non-GAAP Measure Description [Text Block]
7 For 2022, the Compensation Committee determined that Adjusted Earnings Per Share (EPS) continues to be viewed as a core driver of the Company’s performance and stockholder value creation. Adjusted EPS is a non-GAAP financial measure. Please see Appendix C for a reconciliation of non-GAAP financial measures.
   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Free Cash Flow    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Earnings Before Interest and Taxes    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Cash Flow Return on Investment    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Operating Margin    
Measure [Axis]: 6      
Pay vs Performance Disclosure [Table]      
Measure Name Total Shareholder Return    
PEO [Member] | Adjustment for Grant Date Fair Value of Stock Awards Granted in Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 6,844,580 $ 5,761,310 $ 5,000,158
PEO [Member] | Adjustment for Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 5,197,362 6,525,283 5,773,382
PEO [Member] | Adjustment for Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,643,131) 6,377,756 2,872,573
PEO [Member] | Adjustment for Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
PEO [Member] | Adjustment for Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,325,427) 3,624,571 304,966
PEO [Member] | Adjustment for Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Adjustment for Grant Date Fair Value of Stock Awards Granted in Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,037,591 874,761 834,298
Non-PEO NEO [Member] | Adjustment for Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 787,884 990,758 875,309
Non-PEO NEO [Member] | Adjustment for Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (393,091) 924,216 426,491
Non-PEO NEO [Member] | Adjustment for Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Adjustment for Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (358,142) 548,558 157,946
Non-PEO NEO [Member] | Adjustment for Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 0 $ 93,380