DEF 14A of Brunswick Corp, Mar 20, 2024

DEF 14A of Brunswick Corp

Filed Mar 20, 2024 · FY20230001104659-24-036439

Open on EDGAR

  1. BRUNSWICK CORPORATION

    | 36 | Director Compensation |

  2. AM I ELIGIBLE TO VOTE?

    AM I ELIGIBLE TO VOTE? You can vote if you were a shareholder of record at the close of business on March 8, 2024.

  3. AM I ELIGIBLE TO VOTE?

    | * 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 these methods no later than 11:59 p.m. EDT on April 26, 2024. |

  4. AM I ELIGIBLE TO VOTE?

    | 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. These risks include, but are not limited to, those set forth in Brunswick’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent reports filed with the Securities and Exchange Commission. |

  5. AM I ELIGIBLE TO VOTE?

    | | Notice — 2024 Proxy Statement | 5 |

  6. AM I ELIGIBLE TO VOTE?

    Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully before voting. This summary does not contain all the information you should consider. For more detail, please see our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on February 16, 2024.

  7. AM I ELIGIBLE TO VOTE?

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

  8. AM I ELIGIBLE TO VOTE?

    Recognized for Making Waves

  9. AM I ELIGIBLE TO VOTE?

    | 8 | 2024 Proxy Statement — Proxy Summary | |

  10. AM I ELIGIBLE TO VOTE?

    Environmental, Social, and Governance (ESG) Initiatives

  11. AM I ELIGIBLE TO VOTE?

    | The Nominating and Corporate Governance Committee of the Board of Directors oversees our ESG programming and reviews the strategy and progress at each of its regular meetings because we understand the impact our business has on the world. Brunswick has a unique opportunity to lead with sustainable, responsible initiatives and seeks to comply with applicable regulations. We strive to continually improve energy efficiency and minimize the | carbon emissions of our operations, supply chain, and product portfolio and deliver more cost-effective and lower carbon technology products and solutions to our customers. We do our best to ensure the well-being of our employees, customers, and the public. These efforts are integrated into our business strategy and operations. Some recent accomplishments include: | | Waste Reduction | Water Reduction |

  12. AM I ELIGIBLE TO VOTE?

    | | Land ‘N’ Sea attained 90% waste-to-landfill reduction at all 13 of its distribution facilities. | | Mercury’s Suzhou, China manufacturing facility converted to a powder paint system, which is expected to reduce water consumption by 8 million gallons per year. |

  13. AM I ELIGIBLE TO VOTE?

    | | Navico Group attained its first 90% waste-to-landfill reduction at its Lowell, MI facility. | | System improvements at Mercury Marine’s Fond du Lac, WI campus are expected to reduce water usage by 6 million gallons per year. |

  14. AM I ELIGIBLE TO VOTE?

    | | Boat Group’s Tellico, TN facility began a recycling program for wood pallets and plastic parts skeletons. | | Boat Group’s Reynosa, Mexico facility introduced an osmosis wastewater recovery system to reduce water consumption by an estimated 10% per year. |

  15. AM I ELIGIBLE TO VOTE?

    | Occupational Safety | Diversity, Equity, & Inclusion |

  16. AM I ELIGIBLE TO VOTE?

    | | Our global recordable incident rate is considerably lower than the benchmarks of the U.S. Bureau of Labor Statistics for similar businesses and operations. | | Grew the number of participants in our employee resource groups (ERGs) to over 1,000 participants, up 100% over 2022. |

  17. AM I ELIGIBLE TO VOTE?

    | | Brunswick reported no fatalities in 2023. | | One-third of our Executive Officers and 3 of 10 Directors are female. |

  18. AM I ELIGIBLE TO VOTE?

    For more information on our sustainability strategy, programming, data, and goals, we refer you to our annual Sustainability Report, available on our website at https://www.brunswick.com/corporate-responsibility/sustainability. Information available on our website is not incorporated by reference into this Proxy Statement and any references to website locations are for informational purposes only.

  19. AM I ELIGIBLE TO VOTE?

    | | Proxy Summary — 2024 Proxy Statement | 9 |

  20. AM I ELIGIBLE TO VOTE?

    | 9 OF 10 Directors are independent under the standards set forth in the NYSE Listed Company Manual | | Our directors collectively attended 99% of the 2023 board and committee meetings | | 30% of the board is female, including our Non-Executive Board Chair | | Median director tenure is 7.9 years |

  21. AM I ELIGIBLE TO VOTE?

    | Proposal 1: Election of Directors Named in the Attached Proxy Statement All Brunswick Directors are elected annually. | | | | | | Nancy E. Cooper 70 Executive Vice President and Chief Financial Officer of CA Technologies, Inc. (Retired) Director Since: 2013 Committees: Non-Executive Board Chair Independent Director | | Joseph W. McClanathan 71 President and CEO, Household Products Division of Energizer Holdings, Inc. (Retired) Director Since: 2018 Committees: Independent Director | | | David C. Everitt 71 President, Agricultural and Turf Division of Deere & Company (Retired) Director Since: 2012 Committees: Independent Director | | David V. Singer 68 CEO of Snyder’s-Lance, Inc. (Retired) Director Since: 2013 Committees: Independent Director | | | Reginald Fils-Aimé 62 President and Chief Operating Officer of Nintendo of America, Inc. (Retired) Director Since: 2021 Committees: Independent Director | | J. Steven Whisler 69 Chairman & CEO of Phelps Dodge Corporation (Retired) Director Since: 2007 Committees: Independent Director | | | Lauren P. Flaherty 66 Executive Vice President and Chief Marketing Officer of CA Technologies, Inc. (Retired) Director Since: 2018 Committees: Independent Director | | Roger J. Wood 61 Co-CEO of Tenneco, Inc. (Retired) Director Since: 2012 Committees: Independent Director | | | David M. Foulkes 62 CEO of Brunswick Corporation Director Since: 2019 Committees: | | MaryAnn Wright 62 Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired) Director Since: 2021 Committees: | | | | | Independent Director |

  22. AM I ELIGIBLE TO VOTE?

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

  23. AM I ELIGIBLE TO VOTE?

    | 10 | 2024 Proxy Statement — Proxy Summary | |

  24. AM I ELIGIBLE TO VOTE?

    Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers

  25. Executive Compensation

    | Compensation Element | Metric(s) | Role | How It’s Designed and Determined | | Base Salary | n/a | Provides a fixed element of compensation sufficient to avoid competitive disadvantage and reward day-to-day contributions to the Company. | Reviewed annually, targeting median of market. We consider external competitiveness, individual performance, and internal equity when determining executives’ base salaries. | | Annual Incentive Plan | • Earnings Per Share (EPS) • Free Cash Flow (FCF) • Divisional Earnings Before Interest and Taxes (EBIT) (Applies to Division NEOs) | Primary element used to reward accomplishments against established business and individual goals within a given year. | Target funding based on planned performance for the year, as approved by the Board of Directors, with actual funding tied to annual performance against target goals and limited to no more than 200% of target funding. | | Performance Shares | • Cash Flow Return On Investment (CFROI) • Operating Margin • Relative Total Shareholder Return (TSR) • Absolute TSR | Focus management team on achieving 3-year target performance, creating and sustaining value for shareholders. | Annual Performance Share grants for Named Executive Officers (NEOs) represent 50% of targeted equity value. Three-year performance plan with shares earned based on achievement of CFROI and Operating Margin targets, potentially modified by Brunswick’s TSR performance relative to the TSR of an established peer group (as measured over a three-year period). | | Restricted Stock Units (RSUs) | Absolute TSR | Reinforce retention and reward sustained TSR. | Annual RSU grants for NEOs represent 50% of targeted equity value. 2023 RSUs cliff vest at the end of a three-year period. |

  26. WHAT WE DO

    | ◾ | Base a substantial percentage of executive pay on performance through annual and long-term incentives |

  27. WHAT WE DO

    | ◾ | Target median compensation levels and benchmark market data of our peer group when making executive compensation decisions |

  28. WHAT WE DO

    | ◾ | Require vested shares from our equity compensation programs to be held until share ownership requirements are met |

  29. WHAT WE DO

    | ◾ | Disclose metrics, weightings, and overall outcomes of annual and long-term incentives for executives |

  30. WHAT WE DO

    | ◾ | Use an independent compensation consultant |

  31. WHAT WE DO

    | ◾ | Maintain double-trigger equity award vesting acceleration upon involuntary termination following a Change in Control (CIC) |

  32. WHAT WE DON’T DO

    | ◾ | No modified single-trigger or single-trigger CIC severance agreements (we only use double-trigger CIC severance provisions) |

  33. WHAT WE DON’T DO

    | ◾ | No dividends or dividend equivalents on unearned Performance Shares |

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

    Executive Vice President and Chief Financial Officer of CA Technologies, Inc. (Retired) Age: 70 Committees: Human Resources and Compensation Nominating and Corporate Governance Executive (Chair)

  35. Non-Executive Board Chair

    Non-Executive Board Chair Independent Director Election Of Director Nominees For Terms Expiring At The 2025 Annual Meeting

  36. Non-Executive Board Chair

    | Nancy E. Cooper | KEY SKILLS AND ATTRIBUTES | | | 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. | | | | | | Audit/Finance | | | | CEO/CFO Experience | | | | Diverse | | | | Global | | | | Governance and Compliance | | | | Public Company Board | | | | Technology/Innovation/Digital |

  37. President, Agricultural and Turf Division of Deere & Company (Retired)

    President, Agricultural and Turf Division of Deere & Company (Retired) Director Since: 2012 Age: 71 Committees: Human Resources and Compensation (Chair) Nominating and Corporate Governance Executive

  38. President, Agricultural and Turf Division of Deere & Company (Retired)

    | David C. Everitt | KEY SKILLS AND ATTRIBUTES | | | 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. | | | | | | Brand & Marketing | | | | Dealers/Distribution | | | | Global | | | | Operations/Manufacturing | | | | Public Company Board |

  39. President, Agricultural and Turf Division of Deere & Company (Retired)

    | | Proposal 1 — 2024 Proxy Statement | 17 |

  40. President and Chief Operating Officer of Nintendo of America, Inc. (Retired)

    President and Chief Operating Officer of Nintendo of America, Inc. (Retired) Age: 62 Committees: Audit and Finance Independent Director Election Of Director Nominees For Terms Expiring At The 2025 Annual Meeting

  41. President and Chief Operating Officer of Nintendo of America, Inc. (Retired)

    | Reginald Fils-Aimé | KEY SKILLS AND ATTRIBUTES | | | With over 15 years at Nintendo, including 13 years as the President and Chief Operating Officer, Mr. Fils-Aimé bring significant experience with company transformation, consumer products, brands, marketing, technology, and innovation to our board. 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; previously served as Director of GameStop Corporation and Chairman of UTA Acquisition Corporation. | | | | | | Audit/Finance | | | | Brand & Marketing | | | | Diverse | | | | Global | | | | Public Company Board | | | | Technology/Innovation/Digital |

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

    Executive Vice President and Chief Marketing Officer of CA Technologies, Inc. (Retired) Director Since: 2018 Age: 66 Committees: Human Resources and Compensation Nominating and Corporate Governance

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

    | Lauren P. Flaherty | KEY SKILLS AND ATTRIBUTES | | | 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 business experience and strategic planning skills to our Board. Ms. Flaherty’s experience assists the Board in several areas including marketing, 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. | | | | | | Brand & Marketing | | | | Diverse | | | | Global | | | | Public Company Board | | | | Technology/Innovation/Digital |

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

    | 18 | 2024 Proxy Statement — Proposal 1 | |

  45. CEO of Brunswick Corporation

    CEO of Brunswick Corporation Age: 62 Committees: Executive Election Of Director Nominees For Terms Expiring At The 2025 Annual Meeting

  46. CEO of Brunswick Corporation

    | David M. Foulkes | KEY SKILLS AND ATTRIBUTES | | | 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. | | | | | | Audit/Finance | | | | CEO/CFO Experience | | | | Dealers/Distribution | | | | Global | | | | Operations/Manufacturing | | | | Public Company Board | | | | Technology/Innovation/Digital |

  47. CEO of Snyder’s-Lance, Inc. (Retired)

    CEO of Snyder’s-Lance, Inc. (Retired) Age: 68 Committees: Audit and Finance (Chair) Executive Independent Director Election Of Director Nominees For Terms Expiring At The 2025 Annual Meeting

  48. CEO of Snyder’s-Lance, Inc. (Retired)

    | David V. Singer | KEY SKILLS AND ATTRIBUTES | | | 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. | | | | | | Audit/Finance | | | | Brand & Marketing | | | | CEO/CFO Experience | | | | Dealers/Distribution | | | | Global | | | | Governance and Compliance | | | | Operations/Manufacturing | | | | Public Company Board |

  49. Chairman & CEO of Phelps Dodge

    Chairman & CEO of Phelps Dodge

  50. Corporation (Retired)

    Corporation (Retired) Director Since: 2007 Age: 69 Committees: Human Resources and Compensation Nominating and Corporate Governance (Chair) Executive

  51. Corporation (Retired)

    | J. Steven Whisler | KEY SKILLS AND ATTRIBUTES | | | 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. | | | | | | Audit/Finance | | | | CEO/CFO Experience | | | | Dealers/Distribution | | | | Global | | | | Governance and Compliance | | | | Operations/Manufacturing | | | | Public Company Board | | | | Technology/Innovation/Digital |

  52. Corporation (Retired)

    | 20 | 2024 Proxy Statement — Proposal 1 | |

  53. Co-CEO of Tenneco, Inc. (Retired)

    Co-CEO of Tenneco, Inc. (Retired) Age: 61 Committees: Human Resources and Compensation Nominating and Corporate Governance Independent Director Election Of Director Nominees For Terms Expiring At The 2025 Annual Meeting

  54. Co-CEO of Tenneco, Inc. (Retired)

    | Roger J. Wood | KEY SKILLS AND ATTRIBUTES | | | 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; From 2005 to 2011, Mr. Wood held varying positions of increasing responsibility at BorgWarner Inc. Director of PHINIA and Goodyear Tire & Rubber Company; previously served as Director of Tenneco, Inc. and Fallbrook Technologies Inc. | | | | | | Audit/Finance | | | | CEO/CFO Experience | | | | Global | | | | Operations/Manufacturing | | | | Public Company Board | | | | Technology/Innovation/Digital |

  55. Co-CEO of Tenneco, Inc. (Retired)

    .

  56. Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

    Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired) Director Since: 2021 Age: 62 Committees: Audit and Finance

  57. Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

    | MaryAnn Wright | KEY SKILLS AND ATTRIBUTES | | | 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. | | | | | | Audit/Finance | | | | Dealers/Distribution | | | | Diverse | | | | Global | | | | Governance and Compliance | | | | Operations/Manufacturing | | | | Public Company Board | | | | Technology/Innovation/Digital |

  58. Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

    | | Proposal 1 — 2024 Proxy Statement | 21 |

  59. Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

    Corporate Governance

  60. Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

    | 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 five times during 2023. Our Directors collectively attended 99% of the 2023 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 attended the 2023 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. |

  61. Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

    | 24 | 2024 Proxy Statement — Corporate Governance | |

  62. Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

    Board Qualifications

  63. Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

    | 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. At times 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. |

  64. Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

    Key Skills and Attributes

  65. Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

    | | 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 |

  66. Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

    | | Corporate Governance — 2024 Proxy Statement | 25 |

  67. Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired)

    Board Selection and Refreshment

  68. MEMBERS

    | Director(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | All Other Compensation(4) | Total | | Nancy E. Cooper | $105,000 | $324,833 | $35,000 | $464,833 | | David C. Everitt | $105,000 | $174,833 | — | $279,833 | | Reginald Fils-Aimé | $105,000 | $159,167 | $35,000 | $299,167 | | Lauren P. Flaherty | $105,000 | $164,833 | $35,000 | $304,833 | | Joseph W. McClanathan | $105,000 | $180,167 | $35,000 | $320,167 | | David V. Singer | $105,000 | $192,667 | $35,000 | $332,667 | | J. Steven Whisler | $105,000 | $194,000 | $35,000 | $334,000 | | Roger J. Wood | $105,000 | $185,833 | $35,000 | $325,833 | | MaryAnn Wright | $105,000 | $159,167 | $5,123 | $269,290 |

  69. MEMBERS

    | 36 | 2024 Proxy Statement — Director Compensation | |

  70. MEMBERS

    | | Director Compensation — 2024 Proxy Statement | 37 |

  71. MEMBERS

    | Annual Fees and Deferred Stock Awards Effective May 1, 2023, non-employee Director compensation was increased to an annual retainer of $255,000, with $105,000 payable in cash and $150,000 payable in Common Stock (increased from the previous $140,000 annual stock payment). The Board Chair receives an additional annual retainer of $160,000 paid in Brunswick stock. 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 ● Human Resources and Compensation Committee Chair: $20,000 ● Nominating and Corporate Governance Committee Chair: $17,500 ● Audit and Finance Committee members: $12,500 ● Human Resources and Compensation Committee members: $10,000 ● Nominating and Corporate Governance Committee members: $8,750 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, 2023, 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. |

  72. MEMBERS

    | 38 | 2024 Proxy Statement — Director Compensation | |

  73. MEMBERS

    | | Director Compensation — 2024 Proxy Statement | 39 |

  74. Annual Incentive Plan

    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 funding targets 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 2023, the percentage of salary targets under the BPP for NEOs ranged from 75% to 140%, which reflected increases in target cash incentive opportunities for Messrs. Foulkes and Gwillim and Ms. Denari after considering market practices for each specific role, among other factors. 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 2023, the Compensation Committee approved NEO payouts at a range of 68% to 78% of target opportunity. The performance measures required to support funding for each NEO in 2023 were:

  75. Annual Incentive Plan

    | Performance Metric* | Threshold | Target | Maximum | | Adjusted EPS – Enterprise | $7.90 | $9.50– $10.50 | $12.10 | | FCF – Enterprise | $215M | $375M– $500M | $660M | | Boat Group Adjusted EBIT (Ms. Denari) | $123M | $163M– $194M | $234M |

  76. Annual Incentive Plan

    | * The performance measures required to support funding for all NEOs in 2023 included adjusted EPS, Free Cash Flow, and Boat Group Adjusted EBIT, 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. |

  77. Annual Incentive Plan

    In 2023, our BPP incentive plan target employed a range of performance to reward target performance with a “flat-spot” approach for 100% payout and linear curves outside the flat spots. This flat-spot approach allows 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 enterprise 2023 adjusted EPS and Free Cash Flow targets utilized wider “flat-spots” than our 2022 target “flat-spots”. This flat spot approach is consistent with setting prior year BPP targets. In addition, the flat spot was within our 2023 earnings guidance which considered the impact of uncertainties in the macroeconomic conditions on our consumers and markets in which we participate. 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 58) and retire during the second half 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 2024 BPP award is generally similar to that of 2023.

  78. Annual Incentive Plan

    | | Executive Compensation — 2024 Proxy Statement | 49 |

  79. Anti-Hedging And Anti-Pledging Policy

    | Year | Salary(1) | Bonus | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | All Other Compensation(4) | Total | | David M. Foulkes, Chief Executive Officer | | | | | | | | | 2023 | $1,162,885 | $ — | $8,179,896 | $1,114,000 | $ — | $389,617 | $10,846,398 | | 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 | | Ryan M. Gwillim, Executive Vice President and Chief Financial and Strategy Officer | | | | | | | | | 2023 | $636,539 | $ — | $1,599,357 | $391,900 | $ — | $136,568 | $2,764,364 | | 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 | | Aine L. Denari, Executive Vice President and President, Brunswick Boat Group | | | | | | | | | 2023 | $530,462 | $ — | $799,678 | $308,300 | $ — | $156,854 | $1,795,294 | | Brenna D. Preisser, Executive Vice President and President, Business Acceleration | | | | | | | | | 2023 | $548,692 | $ — | $799,678 | $281,500 | $ — | $152,943 | $1,782,813 | | 2022 | $521,442 | $ — | $799,977 | $311,700 | $ — | $146,530 | $1,779,649 | | 2021 | $499,615 | $ — | $799,624 | $706,700 | $ — | $123,906 | $2,129,845 | | Christopher F. Dekker, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer | | | | | | | | | 2023 | $540,346 | $ — | $799,678 | $277,200 | $ — | $158,325 | $1,775,549 | | 2022 | $519,615 | $ — | $799,977 | $310,600 | $ — | $154,451 | $1,784,643 | | 2021 | $499,750 | $ — | $799,624 | $706,900 | $ — | $121,239 | $2,127,513 |

  80. Anti-Hedging And Anti-Pledging Policy

    (1) The amounts shown in this column constitute actual base salary paid. Annual salaries as of December 31, 2023 were:

  81. Anti-Hedging And Anti-Pledging Policy

    | Foulkes | Gwillim | Denari | Preisser | Dekker | | $1,175,000 | $650,000 | $538,000 | $556,500 | $546,000 |

  82. Anti-Hedging And Anti-Pledging Policy

    | (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 16 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. 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 2023 Performance Shares would be as follows: Mr. Foulkes $8,179,936; Mr. Gwillim $1,599,538; Ms. Denari $799,769; Ms. Preisser $799,769; and Mr. Dekker $799,769. | | (3) The amounts shown in this column constitute payments made under the annual Brunswick Performance Plan (BPP). |

  83. Anti-Hedging And Anti-Pledging Policy

    | | Executive Compensation — 2024 Proxy Statement | 55 |

  84. Anti-Hedging And Anti-Pledging Policy

    (4) The amounts shown in the All Other Compensation column include the following for fiscal year 2023:

  85. Anti-Hedging And Anti-Pledging Policy

    | Name | Defined Contribution Plan (Qualified)(a) | Defined Contribution Plan (Non- Qualified)(a) | Product Program(b) | Personal Use of Company Aircraft(c) | Executive Physical(d) | Relocation(e) | Total | | Foulkes | $31,033 | $289,781 | $35,000 | $24,450 | $9,353 | — | $389,617 | | Gwillim | $31,500 | $88,712 | $7,003 | — | $9,353 | — | $136,568 | | Denari | $30,700 | $74,049 | $35,000 | — | $9,353 | $7,752 | $156,854 | | Preisser | $31,643 | $76,947 | $35,000 | — | $9,353 | — | $152,943 | | Dekker | $32,143 | $81,829 | $35,000 | — | $9,353 | — | $158,325 |

  86. Anti-Hedging And Anti-Pledging Policy

    | (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 53. | | (c) Personal Use of Company Aircraft: Mr. Foulkes utilized the Company aircraft for personal use on a limited basis in 2023. 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 2023 Summary Compensation Table for such use. | | (d) Our NEOs are eligible to receive an executive physical at the Company’s expense under the physical examination program for senior executives. Due to healthcare privacy reasons, we have assigned the same value to each of the NEOs regardless of whether the NEO used the benefit. For further details, please see page 53. | | (e) Ms. Denari received cost of living adjustments from her 2021 move during 2023. |

  87. Anti-Hedging And Anti-Pledging Policy

    | (5) Ms. Denari was not an NEO in 2021 or 2022. Therefore, this table does not include 2021 and 2022 data for her. |

  88. Anti-Hedging And Anti-Pledging Policy

    | 56 | 2024 Proxy Statement — Executive Compensation | |

  89. Anti-Hedging And Anti-Pledging Policy

    2023 Grants of Plan-Based Awards

  90. Anti-Hedging And Anti-Pledging Policy

    | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock and Options Awards(4) | | David M. Foulkes, Chief Executive Officer | | | | | | | | | | — | $407,010 | $1,628,039 | $3,256,077 | | | | | | | 2/16/23 | | | | 0 | 46,230 | 92,460 | | $4,089,968 | | 2/16/23 | | | | | | | 46,240 | $4,089,928 | | Ryan M. Gwillim, Executive Vice President and Chief Financial and Strategy Officer | | | | | | | | | | — | $143,221 | $572,885 | $1,145,769 | | | | | | | 2/16/23 | | | | 0 | 9,040 | 18,080 | | $799,769 | | 2/16/23 | | | | | | | 9,040 | $799,588 | | Aine L. Denari, Executive Vice President and President, Brunswick Boat Group | | | | | | | | | | — | $99,462 | $397,846 | $795,692 | | | | | | | 2/16/23 | | | | 0 | 4,520 | 9,040 | | $399,884 | | 2/16/23 | | | | | | | 4,520 | $399,794 | | Brenna D. Preisser, Executive Vice President and President, Business Acceleration | | | | | | | | | | — | $102,880 | $411,519 | $823,039 | | | | | | | 2/16/23 | | | | 0 | 4,520 | 9,040 | | $399,884 | | 2/16/23 | | | | | | | 4,520 | $399,794 | | Christopher F. Dekker, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer | | | | | | | | | | — | $101,315 | $405,260 | $810,519 | | | | | | | 2/16/23 | | | | 0 | 4,520 | 9,040 | | $399,884 | | 2/16/23 | | | | | | | 4,520 | $399,794 |

  91. Anti-Hedging And Anti-Pledging Policy

    | (1) Consists of threshold, target, and maximum payouts under the 2023 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 2023, computed in accordance with FASB ASC Topic 718. For assumptions used in the valuation of such awards, see Note 16 to the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  92. Anti-Hedging And Anti-Pledging Policy

    | | Executive Compensation — 2024 Proxy Statement | 57 |

  93. Anti-Hedging And Anti-Pledging Policy

    Equity Compensation Plan Information and Awards Brunswick granted Performance Shares and RSUs to all NEOs in 2023 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 which have historically vested 100% on the third anniversary of the grant date. Beginning in 2024, RSUs will vest ratably in three equal annual installments over the three-year period. 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, as of December 31, 2023, Mr. Foulkes meets the Rule of 70 or Age 62 provision. At the Company’s 2023 Annual Meeting, shareholders approved the Brunswick Corporation 2023 Stock Incentive Plan, which has been utilized for 2024 NEO awards. Please see the “Potential Payments Upon Termination or Change in Control” section on page 61 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.

  94. Rule Of 70 or Age 62

    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:

  95. Rule Of 70 or Age 62

    | • | 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. |

  96. Involuntary Separation

    | This table provides information regarding each NEO’s outstanding equity awards as of | December 31, 2023. The equity awards in this table consist of RSUs and Performance Shares. |

  97. Brunswick Total Rewards Philosophy Overview

    | (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: |

  98. Brunswick Total Rewards Philosophy Overview

    | Relationship Between Pay and Performance | 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. | | 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 | |