BRUNSWICK CORP (BC)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
BRUNSWICK CORP · Meeting: May 6, 2026
Directors FOR
2
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors Named in this Proxy Statement
Against Analysis
Ms. Cooper has served since 2013, giving her full overlap with Brunswick's 3-year period during which the stock returned -0.4% while the company's own compensation peer group returned a median of +30.1% — a gap of 30.5 percentage points that exceeds the 20-point threshold our policy sets for companies with negative absolute stock returns; the 5-year record (BC -16.5% vs peer median +33.3%, a 49.8pp gap) confirms this is not a temporary dip, so the 5-year mitigant does not apply.
Mr. Everitt has served as Lead Independent Director since 2012 and bears accountability for overseeing the board's strategic direction during a period when Brunswick's stock returned -0.4% over 3 years while the company's peer group returned a median of +30.1%, a 30.5pp gap exceeding the policy threshold; the 5-year record similarly underperforms peers by 49.8pp, so no mitigant applies.
Ms. Flaherty has served since 2018, giving her meaningful overlap with both the 3-year and 5-year underperformance periods; Brunswick's stock returned -0.4% over 3 years versus a peer median of +30.1% (a 30.5pp gap exceeding the 20pp threshold), and the 5-year gap of 49.8pp versus peers confirms sustained underperformance with no mitigant available.
Mr. Foulkes serves as both CEO and Chairman and has been a director since 2019, giving him full accountability for the period during which Brunswick's stock returned -0.4% over 3 years versus a peer median of +30.1% (a 30.5pp gap); as an executive director our policy applies the same TSR trigger to him as to all other directors, and this vote against him as a director is independent of the separate Say on Pay vote; the 5-year underperformance of 49.8pp versus peers confirms no 5-year mitigant applies.
Mr. McClanathan has served since 2018, covering the full period of Brunswick's underperformance relative to its own compensation peers; the 3-year gap of 30.5pp and 5-year gap of 49.8pp both exceed policy thresholds, so an against vote is warranted with no 5-year mitigant available.
Mr. Singer has served since 2013 and chairs the Nominating and Corporate Governance Committee, bearing direct responsibility for board composition and oversight during a period of sustained relative underperformance; Brunswick's 3-year return of -0.4% trailed the peer median by 30.5pp and the 5-year return of -16.5% trailed by 49.8pp, both exceeding policy thresholds with no mitigant.
Mr. Whisler has served since 2007 and has the longest tenure of any director, making him fully accountable for Brunswick's sustained underperformance against its peer group; the 3-year gap of 30.5pp and 5-year gap of 49.8pp both exceed policy thresholds with no mitigant available.
Mr. Wood has served since 2012 and chairs the Human Resources and Compensation Committee, making him specifically accountable for the pay programs that are the subject of this ballot; Brunswick's 3-year stock return of -0.4% trailed the peer median by 30.5pp and the 5-year return of -16.5% trailed by 49.8pp, both exceeding policy thresholds with no mitigant.
For Analysis
Mr. Fils-Aimé joined the board in 2021, which is less than 24 months before the start of the 3-year measurement window used for the TSR trigger, so our policy exempts him from the underperformance trigger; he brings relevant consumer products, technology, and brand expertise.
Ms. Wright joined the board in 2021, which is less than 24 months before the start of the 3-year TSR measurement window, so our policy exempts her from the underperformance trigger; she brings relevant engineering, technology, and automotive manufacturing expertise.
Eight of ten director nominees receive an AGAINST vote because Brunswick's 3-year stock return of -0.4% trailed the median of its own 16-company compensation peer group by 30.5 percentage points — well above the 20pp threshold our policy sets for companies with negative absolute returns — and the 5-year record (BC -16.5% vs peer median +33.3%, a 49.8pp gap) confirms sustained underperformance with no 5-year mitigant available. The two exceptions are Reginald Fils-Aimé and MaryAnn Wright, both of whom joined in 2021 and are within the 24-month new-director exemption window relative to the measurement period.
Say on Pay
✓ FORCEO
David M. Foulkes
Total Comp
$13,020,607
Prior Support
97%%
The CEO's total reported pay of $13.0 million is within a reasonable range for a Consumer Cyclical company of Brunswick's size (~$4.8B market cap), and the pay structure is heavily weighted toward variable, performance-linked compensation — approximately 90% of the CEO's total pay is classified as at-risk through annual bonuses and long-term equity awards. The 2023 performance share cycle resulted in zero payout because the company missed its performance thresholds, demonstrating that the incentive structure actually withholds pay when performance falls short, which is exactly what a well-designed pay-for-performance program should do. Prior-year shareholder support was an overwhelming 97%, there is a meaningful clawback policy that exceeds Dodd-Frank requirements, and the compensation structure includes multiple long-term metrics (Cash Flow Return on Investment, Operating Margin, relative and absolute total shareholder return), so no policy trigger for a No vote is met.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
12 yrs
Audit Fees
$5,972,000
Non-Audit Fees
$702,000
Deloitte has served as Brunswick's auditor since 2014 (approximately 12 years as of 2026), well below the 25-year tenure threshold that would trigger a concern; non-audit fees (tax fees of $562,000 plus audit-related fees of $140,000, totaling $702,000) represent about 11.8% of audit fees of $5,972,000, comfortably below the 50% threshold; Deloitte is a Big 4 firm appropriate for a company of Brunswick's size and complexity.
Overall Assessment
Brunswick's 2026 annual meeting ballot contains three proposals: director elections, Say on Pay, and auditor ratification. The primary governance concern is sustained stock price underperformance — Brunswick's shares returned -0.4% over three years while its own compensation peer group returned a median of +30.1%, a gap that triggers Against votes for eight of ten director nominees under our policy; Say on Pay and auditor ratification both pass their respective policy screens and receive For votes.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing