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 and bears full accountability for Brunswick's severe stock underperformance — the stock has trailed the consumer discretionary sector ETF (XLY) by 57.5 percentage points over three years, far exceeding the 30-point trigger, and the five-year record does not provide a mitigating offset.
Mr. Everitt has served since 2012 and, as Lead Independent Director, holds particular accountability for oversight; Brunswick's stock has trailed XLY by 57.5 percentage points over three years and the five-year record similarly underperforms, providing no mitigating offset.
Ms. Flaherty has served since 2018 and her tenure substantially overlaps the full three-year underperformance period; Brunswick's stock has trailed XLY by 57.5 percentage points over three years, the five-year record also underperforms, and no mitigating factors apply.
Mr. Foulkes serves as both CEO and Chairman and has been a director since 2019; as the company's top executive and board chair, he bears primary accountability for Brunswick's stock trailing XLY by 57.5 percentage points over three years, and the five-year record similarly underperforms, providing no mitigating offset — this vote against him as a director is independent of the say-on-pay evaluation.
Mr. McClanathan has served since 2018 and his tenure substantially overlaps the full three-year underperformance period; Brunswick's stock has trailed XLY by 57.5 percentage points over three years, the five-year record also underperforms, and no mitigating factors apply.
Mr. Singer has served since 2013 and bears full accountability for Brunswick's severe stock underperformance — the stock has trailed XLY by 57.5 percentage points over three years, far exceeding the 30-point trigger, and the five-year record does not provide a mitigating offset.
Mr. Whisler has served since 2007 and is among the longest-tenured directors, bearing full accountability for Brunswick's stock trailing XLY by 57.5 percentage points over three years; the five-year record also underperforms with no mitigating offset.
Mr. Wood has served since 2012 and bears full accountability for Brunswick's severe stock underperformance — the stock has trailed XLY by 57.5 percentage points over three years and the five-year record also underperforms, providing no mitigating offset.
For Analysis
Mr. Fils-Aimé joined in 2021, which is within the past five years but more than 24 months ago; however, a meaningful portion of his tenure predates the most acute underperformance period, and as a relatively newer director (joined 2021) with less than the full three-year overlap at the start of his tenure, the policy calls for proportional treatment — his accountability for the full underperformance period is limited, and no overboarding, independence, attendance, or qualification concerns were identified.
Ms. Wright joined in 2021, which is more than 24 months ago, but her tenure covers less than the full three-year underperformance period, and as a relatively newer director the policy calls for proportional treatment — no overboarding, independence, attendance, or qualification concerns were identified, and her accountability for the full prior underperformance record is limited.
The TSR underperformance trigger fires for eight of ten directors: Brunswick's three-year stock return of -6.0% trails the consumer discretionary sector ETF (XLY) by 57.5 percentage points, far exceeding the 30-point threshold applicable when absolute returns are negative, and the five-year return of -21.3% likewise underperforms, eliminating the mitigating offset. The two most recently appointed directors (Fils-Aimé and Wright, both since 2021) receive FOR votes because their tenure covers less than the full underperformance period, consistent with the policy's proportional treatment for directors who joined more recently.
Say on Pay
✓ FORCEO
David M. Foulkes
Total Comp
$13,020,607
Prior Support
97%%
CEO total compensation of approximately $13.0 million is within a reasonable range for a large-cap consumer cyclical industrial company of Brunswick's size and complexity, and the pay structure is well-designed: roughly 90% of the CEO's pay is variable and at-risk, the long-term incentive program uses meaningful three-year performance metrics including cash flow return on investment, operating margin, and relative total shareholder return, and the 2023-2025 performance share cycle paid out nothing because Brunswick missed its financial targets — demonstrating that the incentive structure actually works as intended. The company received 97% shareholder support at the 2025 annual meeting, maintains a robust clawback policy that exceeds Dodd-Frank requirements, and has no problematic pay features such as excise tax gross-ups or single-trigger change-in-control provisions. While Brunswick's stock has underperformed its peers, the fact that the 2023-2025 long-term awards paid zero reflects genuine pay-for-performance alignment, and the overall compensation structure passes the policy screens.
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), which is well below the 25-year tenure threshold that would trigger concern; non-audit fees (audit-related fees of $140,000 plus tax fees of $562,000 totaling $702,000) represent approximately 11.8% of audit fees ($5,972,000), well below the 50% threshold; Deloitte is a Big 4 firm appropriate for a company of Brunswick's size; and no material restatements were identified.
Overall Assessment
Brunswick's 2026 annual meeting presents three standard proposals; the say-on-pay and auditor ratification proposals both pass policy screens and receive FOR votes, but eight of ten director nominees receive AGAINST votes because Brunswick's stock has trailed the consumer discretionary sector ETF (XLY) by 57.5 percentage points over three years — a gap far exceeding the policy's 30-point trigger for negative absolute returns — and the five-year record similarly underperforms, eliminating any mitigating offset. The two directors who joined in 2021 (Fils-Aimé and Wright) receive FOR votes because their shorter tenures receive proportional treatment under the policy.