DEF 14A of Brunswick Corp, Mar 19, 2026

DEF 14A of Brunswick Corp

Filed Mar 19, 2026 · FY20250001104659-26-031610

Open on EDGAR

  1. BRUNSWICK CORPORATION

    | 33 | 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 9, 2026. * 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 1, 2026. 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,” “should,” “expect,” “believe,” “will,” 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, 2025 and subsequent reports filed with the Securities and Exchange Commission. Information available on our website is not incorporated into this Proxy Statement and any references to website locations are for informational purposes only.

  3. AM I ELIGIBLE TO VOTE?

    | | Notice — 2026 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 13, 2026.

  5. AM I ELIGIBLE TO VOTE?

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

  6. AM I ELIGIBLE TO VOTE?

    | 8 | 2026 Proxy Statement — Proxy Summary | |

  7. AM I ELIGIBLE TO VOTE?

    | 9 OF 10 Directors are independent under the NYSE listing standards | | Our Directors collectively attended 99% of the 2025 board and committee meetings | | Median Director tenure is 9.9 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 72 Executive Vice President and Chief Financial Officer of CA Technologies, Inc. (Retired) Director Since: 2013 Committees: ●● Independent Director | | Joseph W. McClanathan 73 President and CEO, Household Products Division of Energizer Holdings, Inc. (Retired) Director Since: 2018 Committees: ● Independent Director | | | David C. Everitt 73 President, Agricultural and Turf Division of Deere & Company (Retired) Director Since: 2012 Committees: ●●● Lead Independent Director | | David V. Singer 70 CEO of Snyder’s-Lance, Inc. (Retired) Director Since: 2013 Committees: ● ● Independent Director | | | Reginald Fils-Aimé 64 President and Chief Operating Officer of Nintendo of America, Inc. (Retired) Director Since: 2021 Committees: ● Independent Director | | J. Steven Whisler 71 Chairman & CEO of Phelps Dodge Corporation (Retired) Director Since: 2007 Committees:●● Independent Director | | | Lauren P. Flaherty 68 Executive Vice President and Chief Marketing Officer of CA Technologies, Inc. (Retired) Director Since: 2018 Committees:● Independent Director | | Roger J. Wood 63 Co-CEO of Tenneco, Inc. (Retired) Director Since: 2012 Committees: ● Independent Director | | | David M. Foulkes 64 CEO of Brunswick Corporation Director Since: 2019 Committees: Chairman of the Board | | MaryAnn Wright 64 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 and Compensation ● Nominating and Corporate Governance | ● Audit and Finance ● Executive Committee Chair |

  10. AM I ELIGIBLE TO VOTE?

    | | Proxy Summary — 2026 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 only) | 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. 2025 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 the median compensation levels of our peer group and other market data when making executive compensation decisions, as well as considering external competitiveness, individual performance, experience, responsibilities, skill sets, and internal equity |

  15. WHAT WE DO

    | ● | Require a portion of 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 AVERAGE COMPENSATION MIX

    | | Base Salary | | | Annual Incentives | | | Long-Term Incentives |

  22. 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: 72 Committees: Audit and Finance Nominating and Corporate Governance Independent Director Election Of Director Nominees For Terms Expiring At The 2027 Annual Meeting

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

    | Nancy E. Cooper | KEY SKILLS | | | As the former Executive Vice President and Chief Financial Officer of CA Technologies, Inc., Ms. Cooper 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 (acquired by Broadcom Inc. in 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 Aptiv PLC; previously served as Director of Teradata Corporation, The Mosaic Company, and Guardian Life Insurance Company of America. | | | | | | Audit/Finance | | | | CEO/CFO Experience | | | | Global | | | | Governance and Compliance | | | | Public Company Board | | | | Technology/Innovation/Digital |

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

    President, Agricultural and Turf Division of Deere & Company (Retired) Director Since: 2012 Age: 73 Committees: Human Resources and Compensation Nominating and Corporate Governance Executive

  25. Lead Independent Director

    Lead Independent Director

  26. Lead Independent Director

    | 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. and Corteva, Inc.; previously served as Director of Nutrien Ltd., Agrium Inc., and Enviri Corporation. | | | | | | Brand & Marketing | | | | Dealers/Distribution | | | | Global | | | | Operations/Manufacturing | | | | Public Company Board |

  27. Lead Independent Director

    | | Proposal 1 — 2026 Proxy Statement | 15 |

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

    President and Chief Operating Officer of Nintendo of America, Inc. (Retired) Age: 64 Committees: Audit and Finance (Chair) Executive Independent Director Election Of Director Nominees For Terms Expiring At The 2027 Annual Meeting

  29. 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; various leadership roles at MTV Networks’ VH1 cable channel, Procter & Gamble, and Pizza Hut. 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 |

  30. 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: 68 Committees: Audit and Finance

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

    | 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 (acquired by Broadcom Inc. in 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. Executive Vice President and Chief Marketing Officer of CA Technologies, Inc. (Retired)

    | 16 | 2026 Proxy Statement — Proposal 1 | |

  33. CEO of Brunswick Corporation

    CEO of Brunswick Corporation Age: 64 Committees: Executive (Chair)

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

    CEO of Snyder’s-Lance, Inc. (Retired) Age: 70 Committees: Human Resources and Compensation Nominating and Corporate Governance (Chair) Executive Independent Director Election Of Director Nominees For Terms Expiring At The 2027 Annual Meeting

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

    | David V. Singer | KEY SKILLS | | | 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 and, effective April 15, 2026, The J.M. Smucker 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 |

  36. Chairman & CEO of Phelps Dodge Corporation (Retired)

    Chairman & CEO of Phelps Dodge Corporation (Retired) Director Since: 2007 Age: 71 Committees: Audit and Finance Nominating and Corporate Governance

  37. Chairman & CEO of Phelps Dodge Corporation (Retired)

    | J. Steven Whisler | KEY SKILLS | | | 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 |

  38. Chairman & CEO of Phelps Dodge Corporation (Retired)

    | 18 | 2026 Proxy Statement — Proposal 1 | |

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

    Co-CEO of Tenneco, Inc. (Retired) Age: 63 Committees: Human Resources and Compensation (Chair) Executive Independent Director Election Of Director Nominees For Terms Expiring At The 2027 Annual Meeting

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

    | Roger J. Wood | KEY SKILLS | | | 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 Holding Corporation, 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, Inc. 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 |

  41. 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: 64 Committees: Human Resources and Compensation Nominating and Corporate Governance

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

    | MaryAnn Wright | KEY SKILLS | | | 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, sustainability, and operations, which assist the Board in strategic planning, technology, and financial matters. Experience: Retired; 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; Office of the Chair and 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 Director and Board Chair at Solid Power; previously served as Director of Delphi Technologies and Maxim Integrated. | | | | | | Audit/Finance | | | | Dealers/Distribution | | | | Global | | | | Governance and Compliance | | | | Operations/Manufacturing | | | | Public Company Board | | | | Technology/Innovation/Digital |

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

    | | Proposal 1 — 2026 Proxy Statement | 19 |

  44. 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 under Investors, 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 independent Directors regularly meet in executive session without management. The Board of Directors met five times during 2025. Our Directors collectively attended 99% of the 2025 Board and committee meetings. The Principles provide that all members of the Board are requested to attend Brunswick’s Annual Meeting of Shareholders, and all Directors but one, who had a pre-existing conflict, attended the 2025 Annual Meeting of Shareholders. |

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

    | 22 | 2026 Proxy Statement — Corporate Governance | |

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

    Board Leadership

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

    | David Foulkes, our CEO, also serves as Chairman of the Board. His deep knowledge of the Company’s operations, recognized industry leadership, and years of experience on the Board provide a critical link between the Board’s oversight and the day-to-day operations of the Company in this challenging and dynamic environment. Veteran Director David Everitt serves as Lead Independent Director. Mr. Everitt’s extensive record of leadership and global operational experience, distribution, and engineering expertise, developed through years of experience with a global manufacturer, provide the Board with crucial knowledge and insights. The non-management Directors regularly meet in executive session without members of | management present. The Lead Independent Director presides and acts as the Board’s leader when it meets in executive session or when the Chairman is unable to lead the Board’s deliberations. Additionally, the Lead Independent Director serves as a liaison between the Directors, Mr. Foulkes, and other members of management, reviews meeting agendas, helps facilitate Board committee responsibilities, and other clearly defined responsibilities as set forth in Exhibit E of the Principles. The Board believes this governance structure results in a strong and effective board, in the best interests of the Company and our shareholders. |

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

    Board Evaluation and Effectiveness

  49. 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, understand our risks and mitigation plans, 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 Lead Independent Director 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. |

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

    | | Corporate Governance — 2026 Proxy Statement | 23 |

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

    Board Selection and Refreshment

  52. MEMBERS

    | Narrative To Director Compensation Table |

  53. Director Share Ownership Requirements

    | 34 | 2026 Proxy Statement — Director Compensation | |

  54. Director Share Ownership Requirements

    | Director(1) | Fees Earned or | Stock | All Other | Total(5) | | | Paid in Cash(2) | Awards(3) | Compensation(4) | | | Nancy E. Cooper | $110,000 | $201,763 | $35,000 | $346,763 | | David C. Everitt | $110,000 | $217,068 | — | $327,068 | | Reginald Fils-Aimé | $110,000 | $177,975 | $35,000 | $322,975 | | Lauren P. Flaherty | $110,000 | $167,500 | $35,000 | $312,500 | | Joseph W. McClanathan | $110,000 | $189,500 | $35,000 | $334,500 | | David V. Singer | $110,000 | $204,095 | $35,000 | $349,095 | | J. Steven Whisler | $110,000 | $197,845 | $35,000 | $342,845 | | Roger J. Wood | $110,000 | $178,250 | $35,000 | $323,250 | | MaryAnn Wright | $110,000 | $173,750 | $6,760 | $290,510 |

  55. Director Share Ownership Requirements

    | | Director Compensation — 2026 Proxy Statement | 35 |

  56. Director Share Ownership Requirements

    | 36 | 2026 Proxy Statement — Director Compensation | |

  57. 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 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 2025, the plan eliminated the threshold payout level for bonus awards of 25% of enterprise-wide performance achievement. This resulted in a payout opportunity under the plan to be 0% – 200% of target. Target funding is equal to salary paid in the year multiplied by the target BPP percentage for each participant. For 2025, the percentage of salary targets under the BPP for the NEOs ranged from 80% to 150%. 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. On an enterprise basis, actual performance in 2025 was within the target ranges set for each performance measure under the 2025 BPP, and the Compensation Committee approved NEO awards at the target opportunity. The performance measures required to support funding for each NEO in 2025 were:

  58. Annual Incentive Plan

    | Performance Metric* | Threshold | Target | Maximum | | Adjusted EPS – Enterprise | $2.00 | $3.25 – $4.25 | $5.25 | | FCF – Enterprise | $130M | $275M – $450M | $595M | | Mercury Marine Adjusted EBIT | $357M | $405M – $479M | $527M | | Navico Group Adjusted EBIT | $10M | $34M – $58M | $82M | | Boat Group Adjusted EBIT | $13M | $37M – $61M | $85M |

  59. Annual Incentive Plan

    | * The performance measures required to support funding for all NEOs in 2025 included the metrics listed in the chart above, which were calculated using net income for each division, with additional adjustments for taxes, interest, and certain other items, including acquisitions, restructuring, exit, and impairment charges, and other unusual items. |

  60. Annual Incentive Plan

    | 46 | 2026 Proxy Statement — Executive Compensation | |

  61. Annual Incentive Plan

    In 2025, 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 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 2025 adjusted EPS and Free Cash Flow targets utilized “flat-spots” for target payouts consistent with the approach used for setting prior year BPP targets. In addition, the “flat-spot” approach aligned with our January 2025 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 54) 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 2026 BPP award is generally similar to that of 2025.

  62. 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 | | | | | | | | | 2025 | $1,250,577 | $ — | $9,750,026 | $1,876,000 | $ — | $144,004 | $13,020,607 | | 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 | | Ryan M. Gwillim, Executive Vice President and Chief Financial Officer and Strategy Officer | | | | | | | | | 2025 | $711,269 | $ — | $2,500,337 | $640,100 | $ — | $59,778 | $3,911,484 | | 2024 | $667,539 | $ — | $1,899,737 | $ — | $ — | $90,461 | $2,657,737 | | 2023 | $636,539 | $ — | $1,599,357 | $391,900 | $ — | $136,568 | $2,764,364 | | John G. Buelow,(5) Executive Vice President and President, Mercury Marine | | | | | | | | | 2025 | $629,615 | $ — | $1,299,665 | $503,700 | $ — | $86,154 | $2,519,134 | | 2024 | $553,846 | $ — | $1,000,643 | $ — | $ — | $96,501 | $1,650,990 | | Aine L. Denari, Executive Vice President and President, Navico Group, and Brunswick Chief Technology Officer | | | | | | | | | 2025 | $618,269 | $ — | $1,299,665 | $494,600 | $ — | $93,712 | $2,506,246 | | 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 | | | | | | | | | 2025 | $618,269 | $ — | $1,250,169 | $494,600 | $ — | $82,726 | $2,445,764 | | 2024 | $579,250 | $ — | $1,300,051 | $ — | $ — | $104,695 | $1,983,996 | | 2023 | $548,692 | $ — | $799,678 | $281,500 | $ — | $152,943 | $1,782,813 |

  63. Anti-Hedging and Anti-Pledging Policy

    | (1) The amounts shown in this column constitute actual base salary paid. Annual salaries as of December 31, 2025 were: |

  64. Anti-Hedging and Anti-Pledging Policy

    | Foulkes | Gwillim | Buelow | Denari | Preisser | | $1,260,000 | $725,000 | $635,000 | $625,000 | $625,000 |

  65. 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, 2025. 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 2025 Performance Shares would be as follows: Mr. Foulkes $9,750,452; Mr. Gwillim $2,500,243; Mr. Buelow $1,299,730; Ms. Denari $1,299,730; and Ms. Preisser $1,250,122. |

  66. Anti-Hedging and Anti-Pledging Policy

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

  67. Anti-Hedging and Anti-Pledging Policy

    | (4) The amounts shown in the All Other Compensation column include the following for fiscal year 2025: |

  68. 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 | $17,383 | $63,561 | $35,000 | $14,330 | $13,730 | $144,004 | | Gwillim | $17,450 | $21,595 | $7,003 | — | $13,730 | $59,778 | | Buelow | $17,450 | $19,974 | $35,000 | — | $13,730 | $86,154 | | Denari | $17,300 | $27,682 | $35,000 | — | $13,730 | $93,712 | | Preisser | $17,536 | $16,460 | $35,000 | — | $13,730 | $82,726 |

  69. 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 one 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 50. | | (c) Personal Use of Company Aircraft: Mr. Foulkes utilized the Company aircraft for personal use on a limited basis in 2025. This incremental cost to the Company for use of the corporate aircraft is based on the variable |

  70. Anti-Hedging and Anti-Pledging Policy

    | 52 | 2026 Proxy Statement — Executive Compensation | |

  71. Anti-Hedging and Anti-Pledging Policy

    | 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 2025 Summary Compensation Table for such use. | | (d) Our NEOs are required to receive an executive physical at the Company’s expense under the physical examination program for senior executives. Due to healthcare privacy reasons, we assigned same value to each of the NEOs based on a review of the 2025 physical examination costs for each participant of the plan. For further details, please see page 50. |

  72. Anti-Hedging and Anti-Pledging Policy

    | (5) Mr. Buelow was not an NEO in 2023. Therefore, this table does not include 2023 data for him. |

  73. Anti-Hedging and Anti-Pledging Policy

    2025 Grants of Plan-Based Awards

  74. Anti-Hedging and Anti-Pledging Policy

    | | Estimated Potential 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, Chairman and Chief Executive Officer | | | | | | | | | | — | $— | $1,875,865 | $3,751,730 | | | | | | | 2/13/25 | | | | — | 78,620 | 157,240 | | $4,875,226 | | 2/13/25 | | | | | | | 75,020 | $4,874,800 | | Ryan M. Gwillim, Executive Vice President and Chief Financial Officer and Strategy Officer | | | | | | | | | | — | $— | $640,142 | $1,280,284 | | | | | | | 2/13/25 | | | | — | 20,160 | 40,320 | | $1,250,122 | | 2/13/25 | | | | | | | 19,240 | $1,250,215 | | John G. Buelow, Executive Vice President and President, Mercury Marine | | | | | | | | | | — | $— | $503,692 | $1,007,384 | | | | | | | 2/13/25 | | | | — | 10,480 | 20,960 | | $649,865 | | 2/13/25 | | | | | | | 10,000 | $649,800 | | Aine L. Denari, Executive Vice President and President, Navico Group, and Brunswick Chief Technology Officer | | | | | | | | | | — | $— | $494,616 | $989,232 | | | | | | | 2/13/25 | | | | — | 10,480 | 20,960 | | $649,865 | | 2/13/25 | | | | | | | 10,000 | $649,800 | | Brenna D. Preisser, Executive Vice President and President, Brunswick Boat Group | | | | | | | | | | — | $— | $494,616 | $989,232 | | | | | | | 2/13/25 | | | | — | 10,080 | 20,160 | | $625,061 | | 2/13/25 | | | | | | | 9,620 | $625,108 |

  75. Anti-Hedging and Anti-Pledging Policy

    | (1) Consists of threshold, target, and maximum payouts under the 2025 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 2025, 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, 2025. |

  76. Anti-Hedging and Anti-Pledging Policy

    | | Executive Compensation — 2026 Proxy Statement | 53 |

  77. Anti-Hedging and Anti-Pledging Policy

    Equity Compensation Plan Information and Awards Brunswick granted Performance Shares and RSUs to all NEOs in 2025 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, 2025, 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 57 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.

  78. 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:

  79. 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. |

  80. Involuntary Separation

    | This table provides information regarding each NEO’s outstanding equity awards as of | December 31, 2025. The equity awards in this table consist of RSUs and Performance Shares. |

  81. 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: |

  82. Election of Directors

    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.