UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐ Filed by a Party other than the Registrant

Check the appropriate box:

☐	Preliminary Proxy Statement

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☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

BRUNSWICK CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Contents

7	Proxy Summary

13	Proposal 1

	Election of Directors Named in this Proxy Statement

21	Corporate Governance

31	Governance Policies and Practices

35	Director Compensation

39	Stock Held by Directors, Executive Officers, and Principal Shareholders

41	Executive Compensation


69	Proposal 2

	Advisory Vote to Approve the Compensation of our Named Executive Officers

73	Audit-Related Matters

77	Proposal 3

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

79	Submission of Shareholder Proposals for the 2026 Annual Meeting

81	Frequently Asked Questions About the Annual Meeting

87	Appendix

	Non-GAAP Reconciliations

Contents — 2025 Proxy Statement | 1

March 20, 2025

Dear Fellow Shareholders:

On behalf of your Board of Directors and management team, thank you for investing in Brunswick Corporation.

Brunswick had a very solid finish to 2024, characterized by significant cash generation in the fourth quarter, continued outboard engine market share gains, successful new product launches, and strong operating performance. Our focus on cost containment, robust capital strategy execution, and successful efforts to manage working capital resulted in outstanding full year operating and free cash flow generation, even as we continued to invest in new products and technologies to support strategic growth initiatives and diligently managed boat and engine field inventory. These factors enabled us to conclude 2024 with good momentum which we look forward to building on in 2025.

In 2024, for the third consecutive year, Brunswick received over 100 major awards for our products, people, brands, and corporate culture. These accolades reflect our dedication to product and technology leadership, responsible business practices, and being an employer of choice. Notably, TIME Magazine ranked us number one in the engineering and manufacturing category on its list of America’s Best Midsize Companies. In addition, Forbes Magazine recognized us as one of the world’s top companies for women, and Newsweek Magazine listed us as one of America’s Most Trustworthy Companies. At the 2024 Miami International Boat Show, Brunswick Corporation was honored with a record-setting 16 product innovation and marketing awards across our portfolio of brands.

Our business portfolio continues to demonstrate resilience in the face of ongoing economic and consumer uncertainty. This strength is founded on the power of our expanding recurring revenue streams, including our P&A, aftermarket, and subscription services businesses and product lines, in addition to our ability to outpace a challenging market with share gains and increased share of wallet. Furthermore, our capital strategy continues to prioritize returning capital to our shareholders, reflected by the 12^thconsecutive year of dividend increases and share repurchases totaling $200 million in 2024.

Additional 2024 highlights included:

•   Brunswick’s introduction of over 100 new products across Boat Group, Mercury Marine, Navico Group, and Flite, including:

-    Boat Group launching many new boat models across all its brands, including the Boston Whaler 330 Vantage, the Sea Ray SDX 250/270 and SPX 190, the Harris Cruiser e-210 powered by Mercury’s Avator electric outboards, the Princecraft Vogue pontoon, and the Lowe LS Pontoon line, as well as debuting the Navan brand and first two models in the US

-    Mercury Marine releasing the 75e and 110e Avator electric outboards and launching the 150R and 200R Racing outboards

David M. Foulkes

Letter from the Board Chair and CEO — 2025 Proxy Statement | 3

		-   Navico Group launching many new products in 2024 including Simrad’s NSX Ultrawide multi-function display, the Elite FS fishfinder from Lowrance, two new trolling motors including its first saltwater trolling motor under the Simrad brand, and Lenco’s Pro Control Trim Tab System -    Flite shipping 35% more Fliteboards in 2024 than in 2023 and launching its most affordable product, the Flite AIR, aimed at expanding participation in this fast-growing activity •    Freedom Boat Club surpassing 60,000 memberships in 2024 representing more than 100,000 worldwide members, expanding its convenient boating participation business model to new countries, and celebrating its 35th anniversary as the largest boating community in the world •    Mercury Marine achieving leading outboard engine share at all the major global boat shows in the year including Miami, Dusseldorf, Ft. Lauderdale, West Palm Beach, Dubai, and Toronto •   The introduction of Boating Intelligence^™, a comprehensive initiative to incorporate AI features into our products to deliver simpler, safer, smarter, and more sustainable boating As evidence of our commitment to enhancing and developing our senior leadership team, in August we seamlessly executed a sequence of role changes and promotions which included: Aine Denari becoming Executive Vice President, President of Navico Group and Chief Technology Officer; Brenna Preisser succeeding Denari as Executive Vice President and President of Brunswick Boat Group; and Will Sangster being promoted to Senior Vice President and President of Business Acceleration. All three		leaders were thoroughly prepared for their new roles and have hit the ground running. In January 2025, we exhibited at the Consumer Electronics Show (CES) in Las Vegas, showcasing the full suite of our latest technologies, including our autonomous docking solution, which is expected to be commercialized later in 2025, and engaging a broad, international audience with Brunswick. Your Board continues to be committed to delivering long-term, sustainable shareholder value, and we are confident that our leadership team and strategy will continue to demonstrate the unique power of our resilient portfolio and our many opportunities for future growth and success. In early 2025, after six years serving as CEO and as Nancy Cooper rotated off the Board Chair role she has successfully held for four years, I was honored to be elected Chairman. Nancy remains a valued director on our Board, and we thank her for her service as Board Chair. The Board also elected David Everitt to serve as Lead Independent Director, and we look forward to his significant contributions in this role. We invite you to join us for our annual meeting of shareholders, which will be conducted via live audio webcast on May 7, 2025. You may attend the virtual meeting of shareholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ BC2025. We look forward to your attendance and participation again this year. Your vote is very important. Whether or not you plan to attend the meeting, please vote promptly via the Internet, by telephone, or by signing and returning a proxy card.


		Thank you for your continued support.


		David M. Foulkes Chief Executive Officer and Chairman of the Board of Directors Brunswick Corporation

4 | 2025 Proxy Statement — Letter from the Board Chair and CEO

Notice

2025 Annual Meeting of Shareholders

Date — May 7, 2025    |     Time — 8 a.m. EDT

Location — Online at www.virtualshareholdermeeting.com/BC2025

Voting Matters — 2025 Proposals	Board Recommends:	Learn More on Page:
Proposal 1: Election of Directors Named in this Proxy Statement	FOR each nominee	13
Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers	FOR	69
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025	FOR	77

Review Your Proxy Statement and Vote in One of Four Ways^*:

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.

Notice — 2025 Proxy Statement | 5

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.

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

8 | 2025 Proxy Statement — Proxy Summary

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

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

Committees Key

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

Proxy Summary — 2025 Proxy Statement | 9

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

For more information, visit page 69

Executive Compensation

For more information, visit page 41

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.

SAY-ON-PAY

95%

approval in 2024

10 | 2025 Proxy Statement — Proxy Summary

WHAT WE DO

●

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

●

Require executives to achieve performance-based goals tied to relative shareholder return

●

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

●

Apply strict share ownership requirements to officers and Directors

●

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

●

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

●

Evaluate and manage risk in our compensation programs

●

Use an independent compensation consultant

●

Have clawback policies that permit recovery in the event of certain types of misconduct and breaches of restrictive covenants that go beyond Dodd-Frank requirements

●

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

●

Engage in a rigorous and thoughtful executive succession planning process with the Board

WHAT WE DON’T DO

●

No excise tax gross-ups

●

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

●

Expressly forbid option repricing not in accordance with plans already approved by shareholders

●

Expressly forbid repricing of underwater options under all of our active equity plans

●

No hedging of shares by our employees or Directors

●

No pledging of shares by our employees or Directors

●

No dividends or dividend equivalents on unearned Performance Shares

2024 Executive Total Targeted Compensation Mix

For more information, visit page 45

CEO COMPENSATION MIX

OTHER NEO COMPENSATION MIX

Base Salary

Annual Incentives

Long-Term Incentives

Proxy Summary — 2025 Proxy Statement | 11

2024 Executive Compensation Summary

For more information, visit page 55

Year	Salary	Bonus	Stock Awards	Non-Equity Incentive Plan Compensation	Changes in Pension Value and Non- qualified Defered Compensation Earnings	All Other Compensation	Total
David M. Foulkes, Chairman and Chief Executive Officer
2024	$1,211,539	$ —	$9,537,788	$ —	$ —	$242,090	$10,991,417
Ryan M. Gwillim, Executive Vice President and Chief Financial and Strategy Officer
2024	$667,539	$ —	$1,899,737	$ —	$ —	$90,461	$2,657,737
Aine L. Denari, Executive Vice President and President, Navico Group, and Brunswick Chief Technology Officer
2024	$566,769	$ —	$1,499,652	$ —	$ —	$118,092	$2,184,513
Brenna D. Preisser, Executive Vice President and President, Brunswick Boat Group
2024	$579,250	$ —	$1,300,051	$ —	$ —	$104,695	$1,983,996
John G. Buelow, Executive Vice President and President, Mercury Marine
2024	$553,846	$ —	$1,000,643	$ —	$ —	$96,501	$1,650,990

Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025

For more information, visit page 77

Proxy Statement

The Board of Directors of Brunswick Corporation (the Board) is soliciting proxies from Brunswick’s shareholders on behalf of the Company for our virtual annual meeting to be conducted via live audio webcast at www.virtualshareholdermeeting.com/BC2025, on Wednesday, May 7, 2025, at 8:00 a.m. EDT (the Annual Meeting). As required by Securities and Exchange Commission (SEC) rules, we are making this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 available to our shareholders electronically via the Internet.

In addition, we are using the SEC’s notice and access rules to provide shareholders with more options for receipt of these materials. Accordingly, on March 20, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials (the Notice) to our shareholders containing instructions about how to access this Proxy Statement and Brunswick’s Annual Report via the Internet, how to vote online, by telephone, or by mail, and how to receive paper copies of the documents and a proxy card.

12 | 2025 Proxy Statement — Proxy Summary

Proposal 1

Election of Directors


	Voting Recommendation:

Your Board of Directors recommends a vote FOR the election of each of the nominees.

What am I voting on? Shareholders are being asked to elect the ten individuals named in this Proxy Statement to serve on the Board of Directors.

The current Board of Directors has nominated the following for election as Directors:

	Nancy E. Cooper		Joseph W. McClanathan

	David C. Everitt		David V. Singer

	Reginald Fils-Aimé		J. Steven Whisler

	Lauren P. Flaherty		Roger J. Wood

	David M. Foulkes		MaryAnn Wright

If elected by our shareholders, each nominee will serve for a one-year term expiring at our 2026 Annual Meeting. Each Director will hold office until a successor has been elected and qualified or until the Director’s earlier resignation or removal.		Biographical and other information regarding the Directors’ experience, qualifications, and skills that led the Board to conclude that such individuals should serve on the Board in light of our business and leadership structure is set forth below.

14 | 2025 Proxy Statement — Proposal 1

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

Director Since: 2013

Age: 71

Committees:^*

Audit and Finance

Nominating and Corporate Governance

Independent Director

^*	Ms. Cooper rotated from the Human Resources and Compensation Committee to the Audit and Finance Committee effective March 1, 2025.

Election Of Director Nominees For Terms Expiring At The 2026 Annual Meeting

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, which was acquired by Broadcom Inc. in November 2018, 2006 to 2011; Chief Financial Officer of IMS Health, Inc., a global information and technology services company, 2001 to 2006; twenty years at IBM Corporation, including Senior Management Group focused on technology strategy and financial management. Director of 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

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

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

Proposal 1 — 2025 Proxy Statement | 15

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

Director Since: 2021

Age: 63

Committees:

Audit and Finance (Chair)

Executive

Independent Director

Election Of Director Nominees For Terms Expiring At The 2026 Annual Meeting

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

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

Director Since: 2018

Age: 67

Committees:^*

Audit and Finance

Independent Director

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

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

16 | 2025 Proxy Statement — Proposal 1

CEO of Brunswick Corporation

Director Since: 2019

Age: 63

Committees:

Executive (Chair)

Board Chair

Election Of Director Nominees For Terms Expiring At The 2026 Annual Meeting

David M. Foulkes	KEY SKILLS
Mr. Foulkes serves as our Board Chair and CEO. As current CEO and the former Chief Technology Officer, Mr. Foulkes is well positioned to provide expertise and guidance in leading-edge design, technology, and innovation. Mr. Foulkes’ roles also have given him extensive knowledge of our businesses and industries. This experience allows him to communicate effectively with the Board about our operations, product development, and overall business strategy. Based on his varied experience within Brunswick and his external experience, Mr. Foulkes brings comprehensive management and manufacturing experience to our Board and a unique understanding of the operations, financial, and marketing challenges facing companies in the marine market. Experience: CEO of Brunswick Corporation, January 2019 to present; Chief Technology Officer and President, Brunswick Marine Consumer Solutions, 2018 to 2019; VP and Chief Technology Officer of Brunswick Corporation, 2014 to 2018; VP of Product Development and Engineering, Mercury Marine, 2010 to 2018; President of Mercury Racing, 2012 to 2018; Mercury Marine VP for Research and Development, 2007 to 2010. Previous senior roles with Ford Motor Company, Shell Exploration, and the United Kingdom Ministry of Defense. Director of Vontier Corporation.
		Audit/Finance

		CEO/CFO Experience

		Dealers/Distribution

		Global

		Operations/Manufacturing

		Public Company Board

		Technology/Innovation/Digital

President and CEO, Household Products Division of Energizer Holdings, Inc. (Retired)

Director Since: 2018

Age: 72

Committees:

Audit and Finance

Independent Director

Joseph W. McClanathan	KEY SKILLS
As the former President and Chief Executive Officer of a large division of a global leader in power solutions, Mr. McClanathan brings extensive expertise in manufacturing, sales and marketing, and international business operations to our Board. Mr. McClanathan also provides unique insight into consumer solutions and assists management and the Board with his significant experience with financial issues, human resources, executive compensation, and strategic planning. Experience: Retired; President and Chief Executive Officer, Household Products Division of Energizer Holdings, Inc., a leading manufacturer of primary batteries, portable flashlights, and lanterns, 2004 to 2012; President—North America, Energizer Holdings, 1999 to 2004. Previously served in various leadership roles at Ralston Purina Company, prior to the Energizer spin-off, including Vice President—Chief Technology Officer of Eveready Battery Company; Vice President—General Manager of Energizer Power Systems, and Director— Trade Marketing of Eveready Battery Company. Director of Leggett and Platt, Incorporated.
		Audit/Finance

		Brand & Marketing

		Dealers/Distribution

		Global

		Governance and Compliance

		Operations/Manufacturing

		Public Company Board

Proposal 1 — 2025 Proxy Statement | 17

CEO of Snyder’s-Lance, Inc. (Retired)

Director Since: 2013

Age: 69

Committees:^*

Human Resources and Compensation

Nominating and Corporate Governance (Chair)

Executive

Independent Director

^*	Mr. Singer rotated from the Audit and Finance Committee to the Human Resources and Compensation and Nominating and Corporate Governance Committees effective March 1, 2025.

Election Of Director Nominees For Terms Expiring At The 2026 Annual Meeting

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; 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

Chairman & CEO of Phelps Dodge

Corporation (Retired)

Director Since: 2007

Age: 70

Committees:^**

Audit and Finance

Nominating and Corporate Governance

Independent Director

^**	Mr. Whisler rotated from the Human Resources and Compensation Committee to the Audit and Finance Committee effective March 1, 2025.

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

18 | 2025 Proxy Statement — Proposal 1

Co-CEO of Tenneco, Inc. (Retired)

Director Since: 2012

Age: 62

Committees:^*

Human Resources and Compensation (Chair)

Executive

Independent Director

^*	Mr. Wood rotated off the Nominating and Corporate Committee effective March 1, 2025.

Election Of Director Nominees For Terms Expiring At The 2026 Annual Meeting

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 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 BorgWerner 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

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

Director Since: 2021

Age: 63

Committees:^**

Human Resources and Compensation

Nominating and Corporate Governance

Independent Director

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

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, and operations, which assist the Board in strategic planning, technology, and financial matters. Experience: Retired; Principal and Owner, TechGoddess LLC, a technology and product development consultancy for the automotive and mobility sectors, 2017 to 2019; Group Vice President of Global Engineering and Product Development, Power Solutions, Johnson Controls, 2013 to 2018; VP Technology and Innovation, Johnson Controls Power Solutions, 2009 to 2013; VP GM Advanced Power Solutions and CEO Johnson Controls-Saft, 2007 to 2009; Executive VP Engineering, Product Development, Commercial and Program Management, Collins & Aikman Corp., 2006 to 2007; Previous senior roles of increasing responsibility at Ford Motor Company, 1989 to 2005. Director of Group1 Automotive Inc., Micron Technology, and Solid Power; previously served as Director of Delphi Technologies and Maxim Integrated.
		Audit/Finance

		Dealers/Distribution

		Global

		Governance and Compliance

		Operations/Manufacturing

		Public Company Board

		Technology/Innovation/Digital

Proposal 1 — 2025 Proxy Statement | 19

Corporate Governance

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 2024. Our Directors collectively attended 100% of the 2024 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 attended the 2024 Annual Meeting of Shareholders.

22 | 2025 Proxy Statement — Corporate Governance

Board Leadership

The Principles provide for a rotation of the board chair position after four consecutive annual meetings. Accordingly, Nancy Cooper, who served as our Non-Executive Board Chair for the last four annual meetings, rotated out of the position effective March 1, 2025. Ms. Cooper will continue to serve as a Board member and assist in a smooth and orderly leadership transition. We thank her for her years of service as Board Chair.

With Ms. Cooper’s rotation out of the Board Chair position, the Board considered the relative benefits of combining the Chair and CEO positions. The Principles provide that the position of Board Chair and CEO may be combined or separated as the Board deems to be in the best interests of the Company and shareholders at any given time. When the Board Chair and the CEO are the same person, the independent directors select a Lead Independent Director. The Board believes it is important to retain this flexibility in leadership structure, recognizing that the Company’s needs may change over time.

After carefully considering the perspectives of our independent directors, the Board unanimously concluded that David M. Foulkes, our current CEO and a recognized industry leader, would be best positioned to serve as Board Chair. The Board further elected veteran Director David C. Everitt as Lead Independent Director.

Electing Mr. Foulkes as Board Chair capitalizes on his deep knowledge of the Company’s

operations, as well as his years of experience on the Board, to provide a critical link between the Board’s oversight and the day-to-day operations of the Company in this challenging and dynamic environment. Mr. Foulkes brings to the role his vision for our long-term strategy, honed over his six years as CEO, as well as an essential understanding of our global workforce, years of industry and operational experience, and strong relationships with external stakeholders. As Board Chair, Mr. Foulkes is well-positioned to help the Board focus on those issues of greatest importance to the Company and our shareholders.

Meanwhile, the Board believes Mr. Everitt’s extensive record of leadership and operational experience will prove invaluable in the Lead Independent Director position. His global operations, distribution, and engineering expertise, developed through years of experience with a global manufacturer, provide the Board with crucial knowledge and insights.

As Lead Independent Director, Mr. Everitt will serve as a liaison between the Directors, Mr. Foulkes, and other members of management, lead executive sessions of independent Directors, review meeting agendas, help facilitate Board committee responsibilities, and other clearly defined responsibilities as set forth in Exhibit E of the Principles.

The Board believes this governance structure will result in a strong and effective board, in the best interests of the Company and our shareholders.

Corporate Governance — 2025 Proxy Statement | 23

Board Qualifications

Among other things, the Board expects each Director to understand our business and the markets in which we operate, monitor economic and business trends, and use his or her perspective, background, experience, and knowledge to provide management with insights and guidance. To that end, the Board is comprised of business savvy Directors with strategic mindsets and meaningful operational skills. The Board continually monitors its members’ skills and experience and considers their expertise for succession

planning and committee assignments. As part of this evaluation process, the Board and its committees conduct annual self-evaluations, and the 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.

Key Skills and Attributes

	N. Cooper	D. Everitt	R. Fils-Aimé	L. Flaherty	D. Foulkes	J. McClanathan	D. Singer	S. Whisler	R. Wood	M. Wright
Audit/Finance
Brand and Marketing
CEO/CFO Experience
Dealers/ Distribution
Global
Governance and Compliance
Operations/ Manufacturing
Other Public Company Boards
Technology/ Innovation/ Digital
Gender	Female	Male	Male	Female	Male	Male	Male	Male	Male	Female
Race/Ethnicity	White	White	African American	White	White	White	White	White	White	White

24 | 2025 Proxy Statement — Corporate Governance

Board Selection and Refreshment

Candidate Selection Process

Director Candidate Considerations

●	Integrity	retain a third-party search firm to assist it with identifying or recruiting qualified candidates when vacancies arise. The Principles require a non-employee Director to retire from the Board at the first annual meeting of shareholders following his or her 75^th birthday, and for an employee Director to resign when he or she ceases employment with Brunswick. In the last ten years, the Board has not granted any waiver to these policies. The Governance Committee will consider qualified director candidates who shareholders suggest by written submissions to: Brunswick Corporation 26125 N. Riverwoods Blvd., Suite 500 Mettawa, IL 60045 Attention: Corporate Secretary’s Office email: corporate.secretary@brunswick.com Any recommendation a shareholder submits must include the name of the candidate, a description of the candidate’s educational and professional background, contact information for the candidate, and a brief explanation of why the shareholder believes the candidate is suitable for election. The Governance Committee will apply the same standards in considering director candidates recommended by shareholders as it applies to other candidates.
●	Experience
●	Achievements
●	Judgment
●	Intelligence
●	Personal Character
●	Diversity—Perspectives, Backgrounds, Experiences, Other
●	Ability to Make Independent Analytical Inquiries
●	Willingness and Ability to Devote Time to Board Duties
●	Likelihood of Board Tenure
The Nominating and Corporate Governance Committee (Governance Committee), in consultation with the Board Chair and Lead Independent Director, is responsible for identifying, screening, personally interviewing, and recommending candidates to the Board. The Board does not have a formal diversity policy, but the Board considers an overall diversity of perspectives, backgrounds, and experiences in Board membership when evaluating candidates. The Board regularly reviews Board performance, including the composition of the Directors and the committees, and the Governance Committee makes recommendations regarding Director nominations for re-election on an annual basis. The Governance Committee may

Corporate Governance — 2025 Proxy Statement | 25

In addition to recommending director candidates to the Governance Committee, shareholders may also, pursuant to procedures established in our Amended By-Laws, directly nominate one or more director candidates to stand for election through our advance notice or proxy access procedures. In order for a shareholder nominee to be included in our Proxy Statement for an annual meeting, the nomination notice must be provided between 120 and 150 days before the anniversary date that we first mailed our Proxy Statement for the annual meeting of the previous year, and must comply with all applicable requirements in the Amended By-Laws. To nominate director candidates to stand for election at an annual meeting of shareholders without including them in our proxy materials, a shareholder must deliver written notice of the nomination to Brunswick’s Secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. For a special meeting of shareholders, a shareholder wishing to make such a nomination must deliver written notice of the nomination to Brunswick’s Secretary no later than the close of business on the tenth day following the date on which notice of the meeting is first given to shareholders. In any case, a notice of nomination submitted by a shareholder must include information concerning the nominating shareholder and the shareholder’s nominee(s) as required by our Amended By-Laws.

Director Independence

As noted in the Principles, the Board believes that independent Directors should constitute a substantial majority of the Board and that no more than two members of management may serve on the Board at the same time. The Principles provide that a Director shall be considered to be independent if he or she satisfies the general Director independence standards established by the NYSE. The NYSE standards provide that a Director will not be independent unless the Board affirmatively determines that the Director has no material relationship with Brunswick (either directly or as a partner,

shareholder, or officer of an organization that has a relationship with Brunswick).

Applying the NYSE standards, and considering all relevant facts and circumstances, the Board has made an affirmative determination that none of the independent Directors has a material relationship with Brunswick and that all Directors, other than Mr. Foulkes, are independent. Mr. Foulkes is not independent due to his position as CEO of Brunswick.

Shareholder Engagement

Our active investor relations efforts include regular and ongoing engagement with current and potential investors, financial analysts, and the media through conference calls, correspondence, conferences, in-person or virtual investor meetings, and other events. This ensures that management and the Board understand, consider, and address the issues that matter most to our shareholders. Since 2012, Brunswick has held an Investor Day at least every two years, most recently in September 2023, and regularly hosts other investor events as well.

Investor events allow investors access to our top managers to discuss and explain our businesses, update the audience on our progress against our current long-term plan, and outline our future plans, strategies, and commitments.

Shareholder Communication

The Principles provide that our shareholders or other interested parties may, at any time, communicate in writing with the Board, the Board Chair, Lead Independent Director, or the independent Directors as a group, by writing to:

Brunswick Corporation

26125 N. Riverwoods Blvd., Suite 500
Mettawa, IL 60045

Attention: Corporate Secretary’s Office
email: corporate.secretary@brunswick.com

26 | 2025 Proxy Statement — Corporate Governance

The General Counsel will review and distribute, as appropriate, copies of written communications received by any of these means, depending on the subject matter and facts and circumstances described in the communication. Communications that are not related to the	duties and responsibilities of the Board, or are otherwise considered to be improper for submission to the intended recipient(s), will not be forwarded to the Board, the Board Chair, the Lead Independent Director, or the non-management Directors.
Board Committees

The Board of Directors has four committees: Audit and Finance, Nominating and Corporate Governance, Human Resources and Compensation, and Executive. Each committee is comprised solely of independent Directors, as that standard is determined by the Principles and the NYSE Listed Company Manual, with the exception of the Executive Committee, which	Mr. Foulkes chairs. Each of the committees may, at its sole discretion and at Brunswick’s expense, obtain advice and assistance from outside legal, financial, accounting, or other experts and advisors. The following table shows the current membership of these committees:

	Audit & Finance	Nominating & Corporate Governance	Human Resources & Compensation	Executive
N. Cooper
D. Everitt
R. Fils-Aimé

SEC Form DEF 14A filed by Brunswick Corporation