SEC Form DEF 14A filed by Brunswick Corporation

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Proposal 1:

Election of Directors Named in this Proxy Statement

FOR each

nominee

Proposal 2:

Advisory Vote to Approve the Compensation of Our Named Executive Officers

Proposal 3:

Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

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

●      Human Resources and Compensation

●      Nominating and Corporate Governance

●       Audit and Finance

●       Executive

    Committee Chair

•    Adjusted Earnings Per Share (EPS)

•    Free Cash Flow (FCF)

•    Divisional Earnings Before Interest and Taxes (EBIT) (Applies to Division NEOs only)

•    Cash Flow Return On Investment (CFROI)

•    Operating Margin

•    Relative Total Shareholder Return (TSR)

•    Absolute TSR

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 19, 2026, 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.

Nancy E. Cooper

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.

David C. Everitt

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.

Reginald Fils-Aimé

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. 

Lauren P. Flaherty

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.

David M. Foulkes

Mr. Foulkes serves as Chairman of the Board and Chief Executive Officer (CEO). As current CEO and the former Chief Technology Officer, Mr. Foulkes is well positioned to provide the Company with 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.

Joseph W. McClanathan

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.

David V. Singer

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. 

J. Steven Whisler

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.

Roger J. Wood

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.

MaryAnn Wright

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.

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.

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

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

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

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.

Brunswick regularly hosts investor events to promote consistent communication with the investment community. 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 Chairman of the Board, 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: [email protected]

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 Chairman, the Lead Independent Director, or the non-management Directors.

The principal responsibilities of each of these committees are described generally below and in detail in their respective committee charters, which are available at www.brunswick.com under Investors, or in print upon request by any Brunswick shareholder.

The Executive Committee is comprised of the Chairman of the Board, the Lead Independent Director, and the Chairs of the Board committees. The Executive Committee meets from time to time at the request of the Chairman, but did not meet in 2025.

The Audit and Finance Committee assists the Board in reviewing and overseeing the following, which are standing agenda items at each of the Committee’s regular meetings:

The Committee also reviews risks, risk management, and corporate tax strategy. The Committee oversees the Ethics Program and receives and investigates any reports made to it concerning possible material violations of law or breaches of fiduciary duty by the Company or any of its officers, directors, employees, or agents. The Committee maintains free and open communication, and meets separately at each regularly scheduled Board meeting with our independent registered public accounting firm, internal auditors, and management.

The Board has determined that all members of the Committee are financially literate and the chair of the Committee is an “audit committee financial expert” under SEC rules and NYSE listing standards.

The Nominating and Corporate Governance Committee (the Governance Committee) assists the Board in reviewing and overseeing:

●    Policies and programs designed to ensure Brunswick’s adherence to high corporate governance standards and compliance with certain regulatory requirements;

●    Sustainability program and strategy at each regular meeting;

●    Potential Director nominees, including identifying, screening, interviewing, and recommending candidates to the Board;

●    Government relations and public policy activities;

●    Matters related to Board composition, performance, standards, membership, committee structure and assignments; and

●    Director compensation design recommendations to the Board of Directors for review and action.

Outside compensation consultants provide the Governance Committee with director compensation data as publicly reported, including data relating to peer group and other similarly-sized companies, as well as data from published surveys.

The Human Resources and Compensation Committee (the Compensation Committee) assists the Board in reviewing and overseeing:

●    Goals and objectives for Brunswick’s senior executives annually, and, together with the CEO, the performance of senior executives; management development and succession planning; and makes officer appointment recommendations to the Board;

●    CEO compensation (including salary, annual incentive, equity-based compensation, and other cash compensation) annually, and makes compensation recommendations to the Board;

●   Salary, annual incentive, equity-based compensation, and other incentive compensation for senior executives, and authorizes the CEO to approve awards to employees other than senior executives based on criteria established by the Compensation Committee;

●    A compensation philosophy that is consistent with the Company’s long-term strategic goals and does not encourage unnecessary risk-taking; and

●    Brunswick’s human capital programs and strategy.

The Compensation Committee continues to engage Frederic W. Cook & Co., Inc. (FW Cook) to provide advice on various aspects of Brunswick’s executive compensation programs. The Committee meets with FW Cook in executive session on a regular basis, and FW Cook reports directly to the Compensation Committee. The Compensation Committee has assessed the independence of FW Cook pursuant to applicable SEC rules and NYSE listing standards and has concluded that FW Cook’s work for the Compensation Committee does not raise any conflict of interest.

Brunswick Ethics Program

Brunswick has an established Integrity Playbook, our code of conduct (the Code), which applies to all employees, officers, directors, vendors, suppliers, and agents, and includes standards and procedures for reporting and addressing potential conflicts of interest as well as a general code of conduct that provides guidelines regarding how to conduct business in an ethical manner. The Board has adopted an additional Code of Ethics for Senior Financial Officers and Managers (the Financial Officer Code of Ethics). The Financial Officer Code of Ethics applies to Brunswick’s Chief Executive Officer, Chief Financial Officer, Vice President—Treasurer, Vice President—Tax, Vice President—Internal Audit, Senior Vice President—Controller, and other designated Brunswick employees, and sets forth standards to which these officers and employees are to adhere in areas such as conflicts of interest, disclosure of information, and compliance with laws, rules, and regulations. The Financial Officer Code of Ethics supplements the Code. The Audit and Finance Committee and our Ethics Office oversee and administer these policies. The Code and the Financial Officer Code of Ethics are available at www.brunswick.com under Responsibility, and any Brunswick shareholder may obtain them in print upon request. If Brunswick grants a waiver of the policies set forth in the Code or the 

Financial Officer Code of Ethics, or materially amends either, we will, to the extent required by applicable law, regulation, or NYSE listing standard, disclose that waiver or amendment by making an appropriate statement on our website at www.brunswick.com.

Transactions with Related Persons

Pursuant to its charter, the Governance Committee is responsible for the review, approval, or ratification of transactions with “related persons.” Our policy regarding related person transactions (the Related Person Transactions Policy) defines “related persons” to include all Directors and Executive Officers of the Company, all beneficial owners of more than 5% of any class of voting securities of the Company, and the immediate family members of any such persons. According to the policy, a related person transaction includes certain transactions in which the Company is a participant and in which a related person has or will have a direct or indirect material interest, including any financial transaction, arrangement, or relationship, or any series of similar transactions, arrangements, or relationships. Certain transactions are excluded from the Related Person Transactions Policy.

The Governance Committee may approve or ratify such transaction or, if it determines that the transaction should be considered by the Board of Directors, submit it for consideration by all disinterested members of the Board (the Reviewing Directors). In determining whether to approve or ratify a related person transaction, the Governance Committee and/or the Reviewing Directors will consider relevant factors, including:

   ●   The size of the transaction and the amount payable to a related person;

   ●   The nature of the interest of the related person in the transaction;

   ●   Whether the transaction may involve a conflict of interest; and

   ●   Whether the transaction involves the provision of goods or services to the Company that are also available from unaffiliated third parties and, if so, whether the terms of the transaction are at least as favorable to the Company as would be available in comparable transactions with unaffiliated third parties.

   ●   Since January 1, 2025, no transaction has been identified as a related person transaction and, therefore, no transaction was referred to the Governance Committee for review.

Risk Management

Our Board, with the assistance of its committees, has responsibility for overseeing the Company’s overall approach to risk management and is actively engaged in addressing our most significant risks. The Board oversees Brunswick’s long-standing enterprise risk management (ERM) process, which regularly identifies, assesses, and mitigates enterprise and emerging risks.

Under the leadership of the Vice President— Internal Audit, our ERM process reviews strategic, financial, operational, sustainability, and compliance risks facing the Company at least twice annually.

Key Phases of Brunswick’s Enterprise Risk Management Framework

Action plans and mitigations identified from the process are integrated into the Company’s annual budgeting processes, strategic planning, product development or product management processes, and audit planning.

The Vanguard Group, Inc.¹

100 Vanguard Blvd.,

Malvern, PA 19355

BlackRock, Inc.²

50 Hudson Yards
New York, NY 10001

Massachusetts Financial Services Company³

111 Huntington Avenue,

Boston, MA 02199

Net sales were $5.4B in 2025, up 2 percent over the prior year, driven by improved second-half market conditions and resulting stronger wholesale orders, and strong performance in parts and accessories and aftermarket channels.

In addition, we delivered free cash flow¹ of $442 million, reflecting our continued focus on driving cash in this challenging market.

97%

of the votes cast on
the proposal were
voted in support of the
compensation of our NEOs

Align with Shareholders’ Interests

Reward performance in a given year and achievements over a sustained period that are aligned with the interests of our shareholders.

Remain Competitive

Attract, retain, and motivate top talent.

Motivate Achievement of Financial and Strategic Goals

Reinforces the importance of business objective achievement and execution of our overall strategy.

Reward Superior Performance

Reinforce our pay-for-performance culture.

Executive Product Program

All NEOs

Executive Physical Program

All NEOs