DEF 14A of Brunswick Corp, Mar 20, 2025

DEF 14A of Brunswick Corp

Filed Mar 20, 2025 · FY20240001104659-25-025872

Open on EDGAR

  1. BRUNSWICK CORPORATION

    | 35 | 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 10, 2025. * 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 May 2, 2025. 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, 2024 and subsequent reports filed with the Securities and Exchange Commission.

  3. AM I ELIGIBLE TO VOTE?

    | | Notice — 2025 Proxy Statement | 5 |

  4. 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 14, 2025.

  5. AM I ELIGIBLE TO VOTE?

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

  6. AM I ELIGIBLE TO VOTE?

    | 8 | 2025 Proxy Statement — Proxy Summary | |

  7. 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 100% of the 2024 board and committee meetings | | Median director tenure is 8.9 years |

  8. 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 71 Executive Vice President and Chief Financial Officer of CA Technologies, Inc. (Retired) Director Since: 2013 Committees:●● Independent Director | | Joseph W. McClanathan 72 President and CEO, Household Products Division of Energizer Holdings, Inc. (Retired) Director Since: 2018 Committees: ● Independent Director | | | David C. Everitt 72 President, Agricultural and Turf Division of Deere & Company (Retired) Director Since: 2012 Committees: ●●● Lead Independent Director | | David V. Singer 69 CEO of Snyder’s-Lance, Inc. (Retired) Director Since: 2013 Committees: ● ● Independent Director | | | Reginald Fils-Aimé 63 President and Chief Operating Officer of Nintendo of America, Inc. (Retired) Director Since: 2021 Committees: ● Independent Director | | J. Steven Whisler 70 Chairman & CEO of Phelps Dodge Corporation (Retired) Director Since: 2007 Committees:●● Independent Director | | | Lauren P. Flaherty 67 Executive Vice President and Chief Marketing Officer of CA Technologies, Inc. (Retired) Director Since: 2018 Committees:● Independent Director | | Roger J. Wood 62 Co-CEO of Tenneco, Inc. (Retired) Director Since: 2012 Committees: ● Independent Director | | | David M. Foulkes 63 CEO of Brunswick Corporation Director Since: 2019 Committees: Board Chair | | MaryAnn Wright 63 Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls (Retired) Director Since: 2021 Committees: ●● Independent Director |

  9. AM I ELIGIBLE TO VOTE?

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

  10. AM I ELIGIBLE TO VOTE?

    | | Proxy Summary — 2025 Proxy Statement | 9 |

  11. AM I ELIGIBLE TO VOTE?

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

  12. 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 the market median of the appropriate benchmark. We consider external competitiveness, individual performance, experience, responsibilities, skill sets, and internal equity when determining executives’ base salaries. | | Annual Incentive Plan | • Adjusted Earnings Per Share (EPS) • Free Cash Flow (FCF) • Divisional Earnings Before Interest and Taxes (EBIT) (Applies to Division NEOs) | Primary element used to reward accomplishments against established business and individual goals within a given year. | Target funding based on planned performance for the year, as approved by the Board of Directors, with actual funding tied to annual performance against target goals and limited to no more than 200% of target funding. | | Performance Shares | • Cash Flow Return On Investment (CFROI) • Operating Margin • Relative Total Shareholder Return (TSR) • Absolute TSR | Focus management team on achieving 3-year performance goals, creating and sustaining value for shareholders. | Annual Performance Share grants for Named Executive Officers (NEOs) represent 50% of targeted equity value. Three-year performance plan with shares earned based on achievement of CFROI and Operating Margin targets, potentially modified by Brunswick’s TSR performance relative to the TSR of companies within the S&P 400 Consumer Discretionary Index, (as measured over a three-year period). | | Restricted Stock Units (RSUs) | Absolute TSR | Reinforce retention and reward sustained TSR. | Annual RSU grants for NEOs represent 50% of targeted equity value. 2024 RSUs vest ratably over a three year period from the grant date. |

  13. WHAT WE DO

    | ● | Base a substantial percentage of executive pay at-risk through annual and long-term incentives |

  14. WHAT WE DO

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

  15. WHAT WE DO

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

  16. WHAT WE DO

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

  17. WHAT WE DO

    | ● | Use an independent compensation consultant |

  18. WHAT WE DO

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

  19. WHAT WE DON’T DO

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

  20. WHAT WE DON’T DO

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

  21. OTHER NEO COMPENSATION MIX

    | | Annual Incentives |

  22. OTHER NEO COMPENSATION MIX

    | | Long-Term Incentives |

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

    President, Agricultural and Turf Division of Deere & Company (Retired) Director Since: 2012 Age: 72 Committees: Human Resources and Compensation Nominating and Corporate Governance Executive Lead Independent Director

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

    | David C. Everitt | KEY SKILLS | | | Mr. Everitt serves as our Lead Independent Director. As the former President of Deere & Company’s largest division, he 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 skills, as well as board leadership 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 Enviri Corporation (formerly Harsco Corporation) from which he will be retiring in April 2025; previously served as Director of Nutrien Ltd. and Agrium Inc. | | | | | | Brand & Marketing | | | | Dealers/Distribution | | | | Global | | | | Operations/Manufacturing | | | | Public Company Board |

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

    | | Proposal 1 — 2025 Proxy Statement | 15 |

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

    President and Chief Operating Officer of Nintendo of America, Inc. (Retired) Age: 63 Committees: Audit and Finance (Chair) Executive Independent Director Election Of Director Nominees For Terms Expiring At The 2026 Annual Meeting

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

    | Reginald Fils-Aimé | KEY SKILLS | | | With over 15 years at Nintendo, including 13 years as the President and Chief Operating Officer, Mr. Fils-Aimé brings 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 | | | | Global | | | | Public Company Board | | | | Technology/Innovation/Digital |

  28. 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: 67

  29. Committees:*

    Committees:* Audit and Finance Independent Director

  30. Committees:*

    | * Ms. Flaherty rotated from the Human Resources and Compensation and Nominating and Corporate Governance Committees to the Audit and Finance Committee in May 2024. |

  31. Committees:*

    | Lauren P. Flaherty | KEY SKILLS | | | 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 | | | | Global | | | | Public Company Board | | | | Technology/Innovation/Digital |

  32. Committees:*

    | 16 | 2025 Proxy Statement — Proposal 1 | |

  33. CEO of Brunswick Corporation

    CEO of Brunswick Corporation Age: 63 Committees: Executive (Chair)

  34. Corporation (Retired)

    Corporation (Retired) Director Since: 2007 Age: 70

  35. 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: 63

  36. MEMBERS

    | Annual Fees and Deferred Stock Awards Effective May 1, 2024, non-employee Director compensation was increased to an annual retainer of $265,000, with $110,000 payable in cash (increased from the previous $105,000), and $155,000 payable in Common Stock (increased from the previous $150,000). The Lead Independent Director receives an additional annual retainer of $50,000 paid in Common Stock. Committee chairs and members of certain committees receive additional annual retainers paid in Common 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 requirements annually, using the average Brunswick stock price for the prior calendar year. As of December 31, 2024, all Directors were in compliance with the share ownership requirements. |

  37. MEMBERS

    | 36 | 2025 Proxy Statement — Director Compensation | |

  38. Brunswick Product Program

    | Director(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | All Other Compensation(4) | Total | | Nancy E. Cooper(5) | $108,333 | $332,083 | $35,000 | $475,416 | | David C. Everitt | $108,333 | $181,250 | — | $289,583 | | Reginald Fils-Aimé | $108,333 | $165,833 | $35,000 | $309,166 | | Lauren P. Flaherty | $108,333 | $167,917 | $35,000 | $311,250 | | Joseph W. McClanathan | $108,333 | $187,500 | $35,000 | $330,833 | | David V. Singer | $108,333 | $200,000 | $35,000 | $343,333 | | J. Steven Whisler | $108,333 | $196,667 | $35,000 | $340,000 | | Roger J. Wood | $108,333 | $200,417 | $35,000 | $343,750 | | MaryAnn Wright | $108,333 | $170,000 | $5,123 | $283,456 |

  39. Brunswick Product Program

    | | Director Compensation — 2025 Proxy Statement | 37 |

  40. Brunswick Product Program

    | 38 | 2025 Proxy Statement — Director Compensation | |

  41. Brunswick Product Program

    | | Director Compensation — 2025 Proxy Statement | 39 |

  42. Management Succession Activities

    Management Succession Activities The following leadership changes occurred in August 2024, all of which were part of the Board’s succession planning process and to further broaden the scope and experience of the senior leadership team.

  43. Management Succession Activities

    | ● | Ms. Denari was appointed Executive Vice President and President, Navico Group, and Brunswick Chief Technology Officer. In consideration of this promotion, we increased Ms. Denari’s base salary, annual incentive target and annual long-term incentive target, all of which were determined based on competitive practice for comparable roles and internal equity. Ms. Denari received an additional equity grant in August 2024 to recognize her new role and responsibilities. The terms and conditions of the August equity grant is identical to those of the grants received in February 2024 (see page 58). |

  44. Management Succession Activities

    | ● | Ms. Preisser was appointed Executive Vice President and President, Brunswick Boat Group. In consideration of this promotion, we increased Ms. Preisser’s base salary and annual incentive target, which was determined based on competitive practice for comparable roles and internal equity. Ms. Preisser received an additional equity grant in August 2024 to recognize her new role and responsibilities. The terms and conditions of the August equity grant is identical to those of the grants received in February 2024 (see page 58). |

  45. Management Succession Activities

    | ● | Mr. Buelow remained in his role as Executive Vice President and President, Mercury Marine for the entirety of 2024 after his February 2023 promotion into the role. Given the management succession activities that occurred in August 2024, Mr. Buelow’s positioning to market was also reviewed given his tenure, development, and positive contributions in the role. Mr. Buelow was provided a base salary increase, which was determined based on competitive practice for comparable roles and internal equity. |

  46. Management Succession Activities

    | 44 | 2025 Proxy Statement — Executive Compensation | |

  47. Management Succession Activities

    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:

  48. Management Succession Activities

    | | Align 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 top talent. | | | Motivate Achievement of Financial and Strategic Goals Reinforces the importance of business objective achievement and execution of our overall strategy. | | | Reward Superior Performance Reinforce our pay-for-performance culture. |

  49. Management Succession Activities

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

  50. 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. For 2024, the plan included a threshold payout level for bonus awards of 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 2024, the percentage of salary targets under the BPP for NEOs ranged from 77% to 150%, which reflected increases in target cash incentive opportunities for Messrs. Foulkes and Buelow based on a review of market practices, and Mses. Denari and Preisser based on an increased level of responsibility with the August management succession activities. We determine individual awards using: overall funding as approved by the Compensation Committee, the individual’s pro-rata portion of approved funding, and other factors deemed to be relevant. For 2024, performance did not meet the threshold required to support funding under the plan. As such, the payout for each NEO was 0%. The performance measures required to support funding for each NEO in 2024 were:

  51. Annual Incentive Plan

    | Performance Metric* | Threshold | Target | Maximum | | Adjusted EPS – Enterprise | $5.95 | $6.75 – $8.00 | $8.75 | | FCF – Enterprise | $205M | $325M – $475M | $595M | | Boat Group Adjusted EBIT | $86M | $110M – $130M | $154M | | Navico Group Adjust EBIT | $60M | $84M – $104M | $128M | | Mercury Adjusted EBIT | $586M | $634M – $696M | $744M |

  52. Annual Incentive Plan

    | * The performance measures required to support funding for all NEOs in 2024 included the metrics listed in the chart above, 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. |

  53. Annual Incentive Plan

    In 2024, 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.

  54. Annual Incentive Plan

    | | Executive Compensation — 2025 Proxy Statement | 49 |

  55. Annual Incentive Plan

    Annual incentive targets are set at the beginning of the performance period based on the forecasted plan for the year. The enterprise 2024 adjusted EPS and Free Cash Flow targets utilized wider “flat-spots” than our 2023 target “flat-spots”. This flat spot approach is consistent with setting prior year BPP targets. In addition, the flat spot approach aligned with our January 2024 earnings guidance which considered the continued 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 2025 BPP award is generally similar to that of 2024.

  56. 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, Chairman and Chief Executive Officer | | | | | | | | | 2024 | $1,211,539 | $ — | $9,537,788 | $ — | $ — | $242,090 | $10,991,417 | | 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 | | Ryan M. Gwillim, Executive Vice President and Chief Financial and Strategy Officer | | | | | | | | | 2024 | $667,539 | $ — | $1,899,737 | $ — | $ — | $90,461 | $2,657,737 | | 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 | | Aine L. Denari,(5) Executive Vice President and President, Navico Group, and Brunswick Chief Technology Officer | | | | | | | | | 2024 | $566,769 | $ — | $1,499,652 | $ — | $ — | $118,092 | $2,184,513 | | 2023 | $530,462 | $ — | $799,678 | $308,300 | $ — | $156,854 | $1,795,294 | | Brenna D. Preisser, Executive Vice President and President, Brunswick Boat Group | | | | | | | | | 2024 | $579,250 | $ — | $1,300,051 | $ — | $ — | $104,695 | $1,983,996 | | 2023 | $548,692 | $ — | $799,678 | $281,500 | $ — | $152,943 | $1,782,813 | | 2022 | $521,442 | $ — | $799,977 | $311,700 | $ — | $146,530 | $1,779,649 | | John G. Buelow,(6) Executive Vice President and President, Mercury Marine | | | | | | | | | 2024 | $553,846 | $ — | $1,000,643 | $ — | $ — | $96,501 | $1,650,990 |

  57. Anti-Hedging And Anti-Pledging Policy

    | (1) The amounts shown in this column constitute actual base salary paid. Annual salaries as of December 31, 2024 were: |

  58. Anti-Hedging And Anti-Pledging Policy

    | Foulkes | Gwillim | Denari | Preisser | Buelow | | $1,225,000 | $674,000 | $600,000 | $600,000 | $615,000 |

  59. 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 2023 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, 2024. 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 2024 Performance Shares would be as follows: Mr. Foulkes $9,537,190; Mr. Gwillim $1,900,254; Ms. Denari $1,500,186; Ms. Preisser $1,300,069; and Mr. Buelow $1,000,584. |

  60. Anti-Hedging And Anti-Pledging Policy

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

  61. Anti-Hedging And Anti-Pledging Policy

    | | Executive Compensation — 2025 Proxy Statement | 55 |

  62. Anti-Hedging And Anti-Pledging Policy

    | (4) The amounts shown in the All Other Compensation column include the following for fiscal year 2024: |

  63. 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) | Total | | Foulkes | $23,233 | $147,965 | $35,000 | $24,426 | $11,466 | $242,090 | | Gwillim | $23,700 | $48,292 | $7,003 | — | $11,466 | $90,461 | | Denari | $23,150 | $48,476 | $35,000 | — | $11,466 | $118,092 | | Preisser | $23,386 | $37,199 | $32,644 | — | $11,466 | $104,695 | | Buelow | $21,050 | $28,985 | $35,000 | — | $11,466 | $96,501 |

  64. 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 three 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. |

  65. Anti-Hedging And Anti-Pledging Policy

    | (c) Personal Use of Company Aircraft: Mr. Foulkes utilized the Company aircraft for personal use on a limited basis in 2024. This incremental cost to the Company for use of the corporate aircraft is based on the variable operational costs of personal 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 2024 Summary Compensation Table for such use. |

  66. Anti-Hedging And Anti-Pledging Policy

    | (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. |

  67. Anti-Hedging And Anti-Pledging Policy

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

  68. Anti-Hedging And Anti-Pledging Policy

    | (6) Mr. Buelow was not an NEO in 2022 or 2023. Therefore, this table does not include 2022 or 2023 data for him. |

  69. Anti-Hedging And Anti-Pledging Policy

    | 56 | 2025 Proxy Statement — Executive Compensation | |

  70. Anti-Hedging And Anti-Pledging Policy

    2024 Grants of Plan-Based Awards

  71. 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 and Board Chair | | | | | | | | | | — | $454,327 | $1,817,308 | $3,634,616 | | | | | | | 2/15/24 | | | | 0 | 55,760 | 111,520 | | $4,768,595 | | 2/15/24 | | | | | | | 54,140 | $4,769,193 | | Ryan M. Gwillim, Executive Vice President and Chief Financial and Strategy Officer | | | | | | | | | | — | $150,196 | $600,785 | $1,201,569 | | | | | | | 2/15/24 | | | | 0 | 11,110 | 22,220 | | $950,127 | | 2/15/24 | | | | | | | 10,780 | $949,610 | | Aine L. Denari, Executive Vice President and President, Navico Group, and Brunswick Chief Technology Officer | | | | | | | | | | — | $108,876 | $435,506 | $871,011 | | | | | | | 2/15/24 | | | | 0 | 7,020 | 14,040 | | $600,350 | | 2/15/24 | | | | | | | 6,810 | $599,893 | | 8/19/24 | | | | 0 | 2,020 | 4,040 | | $149,743 | | 8/19/24 | | | | | | | 1,960 | $149,666 | | Brenna D. Preisser, Executive Vice President and President, Brunswick Boat Group | | | | | | | | | | — | $111,274 | $445,096 | $890,192 | | | | | | | 2/15/24 | | | | 0 | 5,850 | 11,700 | | $500,292 | | 2/15/24 | | | | | | | 5,680 | $500,351 | | 8/19/24 | | | | 0 | 2,020 | 4,040 | | $149,743 | | 8/19/24 | | | | | | | 1,960 | $149,666 | | John G. Buelow, Executive Vice President and President, Mercury Marine | | | | | | | | | | — | $110,769 | $443,077 | $886,154 | | | | | | | 2/15/24 | | | | 0 | 5,850 | 11,700 | | $500,292 | | 2/15/24 | | | | | | | 5,680 | $500,351 |

  72. Anti-Hedging And Anti-Pledging Policy

    | (1) Consists of threshold, target, and maximum payouts under the 2024 BPP. | | (2) Consists of Performance Shares awarded under the Brunswick Corporation 2023 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 2023 Stock Incentive Plan. Awards vest ratably in three equal annual installments over a three-year period from 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 2023 Stock Incentive Plan during 2024, 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, 2024. |

  73. Anti-Hedging And Anti-Pledging Policy

    | | Executive Compensation — 2025 Proxy Statement | 57 |

  74. Anti-Hedging And Anti-Pledging Policy

    Equity Compensation Plan Information and Awards Brunswick granted Performance Shares and RSUs to all NEOs in 2024 pursuant to the Brunswick Corporation 2023 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, starting in 2024, vest ratably in three equal annual installments over the three-year period. RSU awards granted prior to 2024 vest 100% on the third anniversary of the date of grant. 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, 2024, Messrs. Foulkes and Buelow meet the Rule of 70 or Age 62 provision. 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.

  75. 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:

  76. 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 award will be distributed ratably in equal annual installments over the three-year period 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 ratably in equal annual installments over the three-year period from grant date. |

  77. Involuntary Separation

    | This table provides information regarding each NEO’s outstanding equity awards as of | December 31, 2024. The equity awards in this table consist of RSUs and Performance Shares. |

  78. 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: |

  79. Conclusion

    Conclusion Based on the review and discussions referred to above, the Audit and Finance Committee recommended to Brunswick’s Board of Directors that the audited financial statements be included in Brunswick’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC. Submitted by the Audit and Finance Committee: David Singer (Former Chair)* Reginald Fils-Aime Lauren Flaherty Joseph W. McClanathan

  80. Conclusion

    | * Mr. Singer was a member of the Audit and Finance Committee throughout 2024. He rotated off the committee in March 2025, and Ms. Cooper and Mr. Whisler were appointed to the Audit and Finance Committee at that time. As Ms. Cooper and Mr. Whisler did not serve on the committee at the time the Audit and Finance Committee recommended that the audited financial statements be included in the 2024 Form 10-K, they are not signatories to this report. |

  81. Conclusion

    | Fees Incurred For Deloitte Services Brunswick incurred the following fees for services rendered by Deloitte, our current independent registered public accounting firm, during the fiscal years ended December 31, 2023 and 2024: |

  82. Conclusion

    | | 2024 | 2023 | | Audit Fees(1) | $5,692,000 | $5,465,000 | | Audit-Related Fees(2) | $52,000 | $8,000 | | Tax Fees(3) | $569,000 | $420,000 | | All Other Fees | — | — |

  83. Conclusion

    | 1 | Audit Fees: Professional services rendered for the audit of our annual financial statements included in our Annual Reports on Form 10-K, reviews of the financial statements included in our Quarterly Reports on Form 10-Q, accounting and financial reporting consultations, comfort letters, and statutory audits. | | 2 | Audit-Related Fees: Includes other attestation services. | | 3 | Tax Fees: Includes tax compliance and consulting services. |

  84. Conclusion

    | Approval of Services Provided by Independent Registered Public Accounting Firm The Audit and Finance Committee is responsible for pre-approving all audit and non-audit services that our independent registered public accounting firm performs; accordingly, the Committee pre-approved Deloitte’s services in 2023 and 2024. The Audit and Finance Committee has adopted a two-tiered approach for pre-approving fees. Each year it approves an overall budget for specified audit and non-audit services, after which the Audit and Finance Committee must pre-approve either: (i) any proposed specified service that would result in total fees exceeding the budget; or (ii) any proposed service not specified in the budget. |

  85. Conclusion

    | | Audit-Related Matters — 2025 Proxy Statement | 75 |

  86. Conclusion

    Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025

  87. Conclusion

    | | Voting Recommendation: | | Your Board of Directors and the Audit and Finance Committee recommend a vote FOR the approval and ratification of the appointment of Deloitte as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2025. | |

  88. Conclusion

    What am I voting on? Shareholders are being asked to approve the appointment of Deloitte & Touche LLP (Deloitte) as the independent registered accounting firm for Brunswick.

  89. Conclusion

    | The Audit and Finance Committee has appointed Deloitte as the independent registered public accounting firm for Brunswick and its subsidiaries for our fiscal year ending December 31, 2025. Although it is not required to seek shareholder approval of this appointment, the Board of Directors has determined that, in keeping with the principles of sound corporate governance, the appointment will be submitted for ratification by the shareholders. The Board of Directors and the Audit and Finance Committee recommend that shareholders ratify the appointment of Deloitte as the independent registered accounting firm for Brunswick and its subsidiaries for the fiscal year ending | December 31, 2025. If our shareholders do not ratify the appointment, the Audit and Finance Committee will investigate the basis for the negative vote and will reconsider its appointment in light of the results of such investigation. Representatives of Deloitte will attend the Annual Meeting and will be afforded an opportunity to make a statement, if they desire to do so, and to respond to questions from shareholders. 2025 will be the twelfth year that Deloitte is anticipated to serve as the independent registered public accounting firm for Brunswick and its subsidiaries. |

  90. Conclusion

    | 78 | 2025 Proxy Statement — Proposal 3 | |

  91. Conclusion

    Submission of Proposals for the 2026 Annual Meeting of Shareholders In order to be considered for inclusion in Brunswick’s proxy materials for our 2026 Annual Meeting, a shareholder proposal must be received at Brunswick’s principal executive offices at 26125 N. Riverwoods Blvd., Suite 500, Mettawa, Illinois 60045 (fax: 847-735-4433; email: corporate.secretary@brunswick.com) by November 20, 2025.

  92. Conclusion

    | Shareholders who intend to submit director nominees for inclusion in our proxy materials for the 2026 Annual Meeting must comply with the requirements of proxy access as set forth in our Amended By-Laws. The shareholder or group of shareholders who wish to submit director nominees pursuant to proxy access must deliver the required materials to Brunswick’s secretary between October 21, 2025 and November 20, 2025. In addition, a shareholder may wish to have a proposal presented at the 2026 Annual Meeting (including director nominations), but not to have such proposal included in Brunswick’s proxy materials relating to that meeting. Brunswick’s Amended By-Laws establish an advance notice procedure for shareholder proposals to be brought before an annual meeting of shareholders. Pursuant to By order of the Board of Directors, Christopher F. Dekker Secretary Mettawa, Illinois March 20, 2025 | the Amended By-Laws, a shareholder proposal or nomination intended to be brought before the 2026 Annual Meeting must be delivered to Brunswick’s Secretary between January 7, 2026 and February 6, 2026. In addition to satisfying the requirements under our Amended By-Laws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than Brunswick’s nominees must provide notice that sets forth the information required by Rule 14a-19, promulgated under the Exchange Act, no later than March 9, 2026. Brunswick encourages you to vote on the matters that will be presented to Brunswick shareholders at the Annual Meeting. Please vote as soon as possible so that your shares will be represented. |

  93. Conclusion

    | 80 | 2025 Proxy Statement — Submission of Proposals | |

  94. Conclusion

    Frequently Asked Questions About the Annual Meeting

  95. Conclusion

    | What is the purpose of the Annual Meeting? At the Annual Meeting, shareholders will act upon matters described in the Notice, including: ● The election to our Board of Directors of the ten nominees named in this Proxy Statement; ● An advisory say-on-pay vote to approve the compensation of our Named Executive Officers (NEOs); ● Ratification of the Audit and Finance Committee’s appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2025. How can I attend the Annual Meeting? Brunswick will host our virtual Annual Meeting on Wednesday, May 7, 2025 beginning promptly at 8:00 a.m.EDT. There will be no physical location for shareholders to attend. A live audio webcast will be available to shareholders and the general public at www.virtualshareholdermeeting.com/ BC2025. We encourage you to access the Annual Meeting prior to the start time. Online access will be available beginning at 7:30 a.m. EDT. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or the meeting, please call the technical support number that will be posted on the virtual meeting platform log-in page. | Who may vote at the Annual Meeting? Only holders of one or more of the 65,907,338 shares of Brunswick common stock, par value $.75 per share (Common Stock), issued and outstanding as of the close of business on March 10, 2025 (the Record Date) will be entitled to vote at the Annual Meeting. Each holder as of the Record Date is entitled to one vote for each share of Brunswick Common Stock held. Who can participate in the Annual Meeting? Only shareholders who owned Common Stock as of the Record Date, or their duly appointed proxies, are entitled to participate in the Annual Meeting. Even if you plan to participate in the Annual Meeting, we recommend that you vote by proxy prior to the Annual Meeting so that your vote will be counted if you later decide not to participate. How can I participate in the Annual Meeting? To participate in the Annual Meeting, including to vote your shares electronically and submit questions, you will need the 16-digit control number included on your proxy card or on your Notice. If you do not have your control number at the time of the meeting, you will still be able to attend virtually, but you will not be able to vote or ask questions. During the 30 minutes prior to the meeting start time and throughout the meeting, you will be able to vote and submit questions to management through |

  96. Conclusion

    | 82 | 2025 Proxy Statement — Frequently Asked Questions | |

  97. Conclusion

    | the virtual meeting website. Management will try to respond to questions from shareholders in the same way as it would if we held an in-person meeting. We do not place restrictions on the type or form of questions that may be asked; however, we reserve the right to edit or reject redundant questions or questions that we deem inappropriate. We will generally answer questions as they come in and address those asked in advance as time permits. Shareholders will be limited to one question each, unless time otherwise permits. | | Who will count the votes? | | Brunswick’s tabulator, Broadridge Financial Solutions, Inc., will count the votes. Representatives of Brunswick’s Law Department will act as inspectors of election. | | How do I vote? | | | | If you hold your shares through a broker, bank, or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available. | | If you hold any 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 following the instructions on your Notice for voting by telephone at 1-800-690-6903 or via the Internet at www.proxyvote.com, or by signing, dating, and mailing in a proxy card. The deadline for |

  98. Conclusion

    | voting shares held in the Brunswick Retirement Savings Plan or the Brunswick Rewards Plan is 11:59 p.m. EDT on May 2, 2025. The trustee will vote these shares as you direct. The trustee will vote allocated shares of Common Stock for which proxies are not received in direct proportion to voting by allocated shares for which proxies are received. | | | | Can I change my vote after I have voted? | | | | You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting, including voting via the Internet or by telephone (only your latest Internet or telephone proxy that is timely submitted prior to the meeting will be counted), by signing and returning a new proxy card with a later date, or by participating in and voting at the Annual Meeting. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the meeting or specifically request in writing that your prior proxy be revoked. | | | | How will my shares be voted if I sign, date, and return a proxy card? | | | | If you sign, date, and return a proxy card and indicate how you would like your shares to be voted, your shares will be voted as you have instructed. If you sign, date, and return a proxy card but do not indicate how you would like your shares to be voted, your proxy will be voted in accordance with the Board’s recommendations. With respect to any other matter that is properly brought before the meeting, the proxy holders will vote the proxies held by them in accordance with their best judgment. | | | | What are the Board’s recommendations? | | | | Proposal 1: Election of Directors Named in this Proxy Statement | FOR each nominee | | | Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers | FOR | | | Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025 | FOR | |

  99. Conclusion

    | | Frequently Asked Questions — 2025 Proxy Statement | 83 |

  100. Conclusion

    | What vote is required to approve each matter to be considered at the Annual Meeting? | | Election of Directors | | Brunswick has adopted a majority voting standard for the uncontested election of Directors and, therefore, the Director nominees shall be elected to the Board of Directors if they each receive a majority of the votes cast at the Annual Meeting. Abstentions and broker non-votes will have no effect on the voting results. Under Brunswick’s majority voting standard for uncontested elections, if the number of votes cast “For” a Director nominee’s election does not exceed the number of votes cast “Against” election, then the Director nominee must tender his or her resignation from the Board promptly after certification of the shareholders’ vote. The Board will decide within 120 days of that certification, through a process managed by the Nominating and Corporate Governance Committee and excluding the Director nominee in question, whether to accept the resignation. If any one or more of the Director nominees is unable to serve, votes will be cast, pursuant to authority granted by the enclosed proxy, for the alternate individual or individuals the Board designates. | | Advisory Vote to Approve the Compensation of our Named Executive Officers | | The affirmative vote of the holders of a majority of the shares having voting power and represented virtually in person or by proxy at the Annual Meeting will be required for the approval of the non-binding resolution relating to the compensation of our Named Executive Officers (NEOs). Because approval of this resolution requires a majority of the shares having voting power and represented at the Annual Meeting, abstentions will have the same effect as votes against approval. Broker non-votes will have no impact on the voting results. | | Ratification of the Appointment of Independent Registered Public Accounting Firm | | The affirmative vote of the holders of a majority of the shares having voting power |

  101. Conclusion

    | and represented virtually in person or by proxy at the Annual Meeting will be required for the ratification of the Audit and Finance Committee’s appointment of Deloitte as Brunswick’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Because the ratification of the independent registered public accounting firm requires a majority of the shares having voting power and represented at the Annual Meeting, abstentions will have the same effect as votes against ratification. Because we expect that brokers will have discretionary authority to vote on this proposal, we do not expect any broker non-votes. | | What constitutes a quorum? | | The Annual Meeting will be held only if a quorum is present. A quorum will be present if a majority of the shares of Common Stock issued and outstanding on the Record Date are represented, virtually in person or by proxy, at the Annual Meeting. Shares represented by properly completed proxy cards or ballots marked “Abstain” or returned without voting instructions are counted as present for the purpose of determining whether a quorum is present. | | What is a broker non-vote? | | Broker non-votes occur when a broker lacks discretionary authority to vote on a proposal and the beneficial owner has not provided instructions about how to vote. Brunswick will treat broker non-votes as present to determine whether or not there is a quorum at the Annual Meeting, but they will not be treated as having voting power on the proposals, if any, for which the broker indicates it does not have discretionary authority. This means that broker non-votes will not have any effect on whether a proposal passes. | | We expect that brokers will have discretionary authority with respect to the proposal to ratify the appointment of our independent registered public accounting firm but will lack discretionary authority with respect to the other proposals. Accordingly, broker non-votes may occur as to the other proposals. |

  102. Conclusion

    | 84 | 2025 Proxy Statement — Frequently Asked Questions | |

  103. Conclusion

    | Will my vote be kept confidential? |

  104. Conclusion

    Yes. As a matter of policy, shareholder proxies, ballots, and tabulations that identify individual shareholders are kept confidential and are available only to our tabulator and inspectors of election, who are obligated to keep your vote confidential.

  105. Conclusion

    | What if other matters come up during the Annual Meeting? |

  106. Conclusion

    If any matters other than those referred to in the Notice properly come before the meeting, the individuals named in the accompanying form of proxy will vote the proxies held by them in accordance with their best judgment. We are not aware of any business other than the items referred to in the Notice that may be considered at the meeting.

  107. Conclusion

    | Who pays to prepare, mail, and solicit the proxies? |

  108. Conclusion

    Brunswick pays all of the costs of preparing, mailing, and soliciting proxies. We ask brokers, banks, voting trustees, and other nominees and fiduciaries to forward notices and, when requested, proxy materials to the beneficial owners and to obtain authority to execute proxies. We reimburse the brokers, banks, voting trustees, and other nominees and fiduciaries upon request. In addition to solicitation by mail, telephone, facsimile, Internet, or personal contact by our designated officers and employees (who will not receive additional compensation for their solicitation efforts), we have retained the services of Georgeson Inc. to solicit proxies for a fee of $12,000 plus expenses.

  109. Conclusion

    | Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of printed proxy materials? |

  110. Conclusion

    Pursuant to SEC rules, we are providing access to our proxy materials via the Internet and have elected to use the SEC’s notice and access rules for soliciting proxies. Accordingly, we are sending a Notice to all of our shareholders as of the Record Date. All shareholders may access our proxy materials on the website referred to in the Notice. You may also request to receive a printed set of the proxy materials. You can find instructions regarding how to access our proxy materials via the Internet and how to request a printed copy in the Notice. Additionally, by following the instructions in the Notice, you may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our Annual Meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

  111. Conclusion

    | Multiple individuals residing in my home are beneficial owners of shares of Common Stock. Why did we receive only one mailing? |

  112. Conclusion

    Brunswick is sending only one envelope with multiple Notices to you if you share a single address with another shareholder, unless we have received instructions to the contrary from you. This practice, known as “householding,” is designed to eliminate duplicate mailings, conserve natural resources, and reduce our printing and mailing costs. We will promptly deliver a separate Notice to you upon written or verbal request. If you wish to receive separate mailings in the future, you may contact Brunswick Shareholder Services by telephone at 847-735-4374, by mail at 26125 N. Riverwoods Blvd., Ste 500, Mettawa, Illinois 60045, or by email at shareholders.services@brunswick.com. If you currently receive multiple Notices, you can request householding by contacting Shareholder Services as described above. If you own your shares through a broker, bank, or other nominee, you can request householding by contacting the holder of record.

  113. Conclusion

    | | Frequently Asked Questions — 2025 Proxy Statement | 85 |

  114. Conclusion

    Appendix* Non-GAAP Reconciliations

  115. Conclusion

    | Free Cash Flow (in millions) | FY 2024 | FY 2023 | | Net cash provided by operating activities of continuing operations | $449.5 | $745.2 | | Net cash (used for) provided by: | | | | Plus: Capital expenditures | (167.4) | (289.3) | | Plus: Proceeds from the sale of property, plant and equipment | 15.0 | 14.8 | | Plus: Effect of exchange rate changes on cash and cash equivalents | (12.8) | 2.7 | | Free Cash Flow | $284.3 | $473.4 |

  116. Conclusion

    | | Operating Earnings | | | Diluted Earnings per Share | | Earnings Per Share and Operating Earnings (in millions, except per share data) | FY 2024 | FY 2023 | FY 2024 | FY 2023 | | GAAP | $311.6 | $734.9 | $2.21 | $6.13 | | Restructuring, exit and impairment charges | 121.7 | 54.7 | 1.41 | 0.61 | | Purchase accounting amortization | 58.5 | 57.5 | 0.68 | 0.64 | | Acquisition, integration, and IT related costs | 3.6 | 12.1 | 0.04 | 0.14 | | IT security incident costs | — | 10.1 | — | 0.12 | | Special tax items | — | — | 0.19 | 0.95 | | Loss on early extinguishment of debt | — | — | 0.15 | — | | Release of dissolved entity foreign currency translation | — | — | 0.01 | — | | TN-BC Holdings LLC joint venture impairment | — | — | — | 0.21 | | Gain on sale of business | — | — | (0.12) | — | | As Adjusted | $495.4 | $869.3 | $4.57 | $8.80 | | GAAP operating margin | 5.9% | 11.5% | | | | Adjusted operating margin | 9.5% | 13.6% | | |

  117. Conclusion

    | * All figures are in millions and reflect continuing operations only. In order to better align Brunswick’s reported results with the internal metrics used by Brunswick’s management to evaluate business performance as well as to provide better comparisons to prior periods and peer data, non-GAAP measures exclude the impact of purchase accounting amortization related to acquisitions, among other adjustments. |

  118. Conclusion

    Brunswick does not provide forward-looking guidance for certain financial measures on a GAAP basis because it is unable to predict certain items contained in the GAAP measures without unreasonable efforts. These items may include restructuring, exit, and impairment costs, special tax items, acquisition-related costs, and certain other unusual adjustments.

  119. Conclusion

    | 88 | 2025 Proxy Statement — Appendix | |

  120. Conclusion

    | | Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V65594-P20128 For Against Abstain For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! BRUNSWICK CORPORATION 26125 N. RIVERWOODS BLVD., SUITE 500 METTAWA, IL 60045-3420 1. The Election to Brunswick’s Board of Directors of the ten nominees named in the Proxy Statement. The Board of Directors recommends you vote FOR all of the following nominees: 1a. Nancy E. Cooper 1b. David C. Everitt 1c. Reginald Fils-Aimé 1d. Lauren P. Flaherty 1e. David M. Foulkes 1f. Joseph W. McClanathan 1g. David V. Singer 1h. J. Steven Whisler 1i. Roger J. Wood 1j. MaryAnn Wright BRUNSWICK CORPORATION The Board of Directors recommends you vote FOR the following proposals: 2. Advisory vote to approve the compensation of our Named Executive Officers. 3. The ratification of the Audit and Finance Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. NOTE: In their discretion, on such other business as may properly come before the meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. SCAN TO VIEW MATERIALS & VOTEw VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 P.M. Eastern Time on Tuesday, May 6, 2025 for shares held directly and until 11:59 P.M. Eastern Time on May 2, 2025 for the Trustee to vote the employee plan shares. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/BC2025 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 P.M. Eastern Time on Tuesday, May 6, 2025 for shares held directly and until 11:59 P.M. Eastern Time on May 2, 2025 for the Trustee to vote the employee plan shares. Have your proxy card in hand when you call and follow the instructions. VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 to arrive by May 6, 2025. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS You can consent to receive all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and indicate that you agree to receive or access proxy materials electronically in future years. |

  121. Conclusion

    | | V65595-P20128 TWO ADDITIONAL WAYS TO VOTE BY PROXY Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com. VOTE 24 HOURS A DAY DO NOT RETURN PROXY CARD IF YOU ARE VOTING BY INTERNET OR TELEPHONE Vote by Internet It's fast, convenient and your vote is immediately confirmed and registered. You may also give your consent to have all future proxy statements and annual reports delivered to you electronically. Go to website www.proxyvote.com Follow these three easy steps: • Read the accompanying Proxy Statement and Proxy Card. • Go to the website www.proxyvote.com. • Follow the simple instructions. It's fast, convenient and your vote is immediately confirmed and registered. Call toll-free on a touch-tone phone in the U.S. or Canada 1-800-690-6903 Follow these three easy steps: • Read the accompanying Proxy Statement and Proxy Card. • Call the toll-free phone number above. • Follow the simple instructions. Vote by Telephone Solicited on behalf of the Board of Directors of BRUNSWICK CORPORATION The undersigned hereby appoints R.M. Gwillim, C.F. Dekker, and S.J. Kagay, and each of them, as proxies with power of substitution, and hereby authorizes them to represent and to vote, in accordance with the instructions on the reverse side, and in their discretion upon any other business that may properly come before the meeting, all shares of Common Stock of Brunswick Corporation that the undersigned may be entitled to vote at the Annual Meeting of Shareholders to be held on May 7, 2025 or any adjournment or postponement thereof. If this proxy card is properly executed but no voting instructions are given, the proxies will vote the shares in accordance with the recommendations of the Board of Directors. As applicable, this proxy also provides voting instructions for shares held by Vanguard Fiduciary Trust Company, the Trustee for the Brunswick Retirement Savings Plan and the Brunswick Rewards Plan, and directs such Trustee to vote, as indicated on the reverse side of this card, any shares allocated to the account in these plans. The Trustee will vote these shares as you direct. The Trustee will vote allocated shares of the Company's stock for which proxies are not received in direct proportion to voting by allocated shares for which proxies are received. This proxy/voting instruction card is solicited pursuant to a separate Notice of Annual Meeting and Proxy Statement, receipt of which is hereby acknowledged. This card should be voted by mail, Internet, or telephone, in time to reach the Company's proxy tabulator, Broadridge, no later than 11:59 p.m. Eastern Time on Tuesday, May 6, 2025, for all registered shares to be voted and no later than 11:59 p.m. Eastern Time on Friday, May 2, 2025, for the Trustee to vote the plan shares. Individual proxy voting and voting instructions will be kept confidential. Continued and to be signed on reverse side |