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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Check the appropriate box:

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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)

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

Contents

Proxy Summary

16	Proposal 1

	Election of Directors Named in this Proxy Statement

Corporate Governance

Governance Policies and Practices

Director Compensation

Stock Held by Directors, Executive Officers, and Principal Shareholders

Executive Compensation


70	Proposal 2

	Advisory Vote to Approve the Compensation of our Named Executive Officers

Audit-Related Matters

78	Proposal 3

	Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024

Submission of Shareholder Proposals for the 2025 Annual Meeting

Frequently Asked Questions About the Annual Meeting

87	Appendix

	Non-GAAP Reconciliations

Contents — 2024 Proxy Statement  | 1

March 20, 2024

Dear Fellow Shareholders:

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

In 2023, Brunswick delivered the second highest sales and adjusted earnings per share in Company history despite the challenging macroeconomic backdrop. Additionally, we implemented effective, structural cost control measures and generated exceptionally strong free cash flow while continuing to invest in new products, technologies, and facilities to secure future growth.

In 2023, Brunswick received more than 100 major awards for its products, brands, and culture, reflecting our commitment to product and technology leadership, conducting business responsibly, and continuing to be an employer of choice. Forbes recognized Brunswick as one of America’s Best Large Employers for the fourth consecutive year, as well as a: World’s Best Employer; Best Employer for Diversity; and Best Employer for Veterans. In addition, we were recognized by Newsweek as one of America’s Most Responsible Companies for the fourth consecutive year.

The more difficult macroeconomic and consumer environment in 2023 and early 2024 has allowed us to clearly demonstrate the resiliency of our business portfolio and we have delivered significant market share gains in our engine and boat businesses through our consistent investments in industry-leading new products and experiences. In addition, our capital strategy continues to prioritize returning capital to our shareholders through our 12th straight year of dividend increases and share repurchases of $275 million in 2023 and, in early 2024, your Board of Directors increased the share repurchase

authorization, which now provides for more than $500 million of capacity for additional repurchases.

The following are some of the many additional 2023 highlights:

● The launch of a powerful Brunswick brand update and new tagline, Next Never Rests^™, reflecting our commitment to continuously challenging ourselves to move Brunswick and the marine industry forward through customer-driven, technology-enabled solutions across our portfolio of category-leading brands and businesses.

● The introduction of our first electrified products, including Mercury Marine’s Avator electric outboard product line, now with five models, and the introduction of Veer, an award-winning brand designed to support electric propulsion and appeal to the next generation of boaters.

● The acquisition of Fliteboard, a world leader in electric foiling technology, with the most respected brand and product line in this growing and exciting activity.

● Freedom Boat Club’s continued, rapid, global expansion with additional locations in the US, Europe, and its first locations in Australia for more than 410 locations worldwide.

● The launch of Mercury Racing’s 500R outboard engine, raising the bar again in propulsion solutions for high-performance boating.

● Brunswick Boat Group’s launch of 70 new or refreshed products in 2023, yielding numerous awards and driving market share gains in many categories.

David M. Foulkes

Nancy E. Cooper

Letter from the Board Chair and CEO — 2024 Proxy Statement | 3

●

The accelerated integration and restructuring of Navico Group and announced investments in two centers of excellence in advanced battery technology and metal fabrication.

●

A refresh of Brunswick’s Employee Value Proposition, emphasizing our commitment to innovation, drive for results, exceptional execution, and a culture of unity and authenticity.

Brunswick continues to demonstrate our commitment to sustainability with additional actions and investments in our operations and products. We activated on-site solar arrays at two additional facilities (for a total of seven facilities), completed energy efficiency upgrades at more than 15 facilities, and expanded (to 22) the number of facilities diverting 90% or more of operational waste to recycling and away from landfills. The launch of the Avator electric outboard product line, the expanded application of our Fathom onboard generator replacement system, and the addition of Fliteboard to our portfolio of electrified products demonstrates our commitment and capability to deploy electrified, marine solutions in ways that enhance the customer experience and avoid compromise.

As a result of these actions and others, Brunswick received an improved 2023 CDP Climate Change Survey rating of B. In addition, Brunswick advanced its diversity and belonging programs, achieving a 100% increase in participation in our five Employee Resource Groups. Highlights of our sustainability programming are included in this Proxy Statement and further details will be available in our 2023 Sustainability Report released later this spring.

In the face of some continued consumer hesitancy, primarily associated with our value product lines, we are taking a balanced approach to 2024,

benefitting significantly from our disciplined control of field inventory levels in the second half of 2023, matching our production with retail, and remaining extremely focused on delivering steady free cash flow. We believe our strong operational performance and continued investments in new products and growth, coupled with further, prudent cost containment actions, provide the necessary controllable levers in this uncertain consumer and business environment and position us to again outperform the market.

We exhibited at the Consumer Electronics Show (CES) in Las Vegas for the fourth time in early 2024, showcasing a Freedom Boat Club marina of the future concept featuring many of our new and innovative technologies and achieving widespread media coverage in addition to winning our third CES Innovation Award, this time for the 20e and 35e Avator electric outboard motors.

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.

We invite you to join us for our annual meeting of shareholders, which will be conducted via live audio webcast on May 1, 2024. You may attend the virtual meeting of shareholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/BC2024. 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 via the Internet, by telephone, or by signing and returning a proxy card.

Thank you for your continued support.

Nancy E. Cooper

Non-Executive Board Chair

Brunswick Corporation

David M. Foulkes

Chief Executive Officer

Brunswick Corporation

4 | 2024 Proxy Statement — Letter from the Board Chair and CEO

Notice

2024 Annual Meeting of Shareholders

Date — May 1, 2024 | Time — 9 a.m. CDT

Location — Online at www.virtualshareholdermeeting.com/BC2024

Voting Matters — 2024 Proposals	Board Recommends:	Learn More on Page:
Proposal 1: Election of Directors Named in this Proxy Statement	FOR each nominee	15
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, 2024	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 8, 2024.

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 April 26, 2024.

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, 2023 and subsequent reports filed with the Securities and Exchange Commission.

Notice — 2024 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 16, 2024.

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

Recognized for Making Waves

8  | 2024 Proxy Statement — Proxy Summary

Environmental, Social, and Governance (ESG) Initiatives

The Nominating and Corporate Governance Committee of the Board of Directors oversees our ESG programming and reviews the strategy and progress at each of its regular meetings because we understand the impact our business has on the world. Brunswick has a unique opportunity to lead with sustainable, responsible initiatives and seeks to comply with applicable regulations. We strive to continually improve energy efficiency and minimize the

carbon emissions of our operations, supply chain, and product portfolio and deliver more cost-effective and lower carbon technology products and solutions to our customers. We do our best to ensure the well-being of our employees, customers, and the public. These efforts are integrated into our business strategy and operations.

Some recent accomplishments include:

Waste Reduction

Water Reduction

Land ‘N’ Sea attained 90% waste-to-landfill reduction at all 13 of its distribution facilities.

Mercury’s Suzhou, China manufacturing facility converted to a powder paint system, which is expected to reduce water consumption by 8 million gallons per year.

Navico Group attained its first 90% waste-to-landfill reduction at its Lowell, MI facility.

System improvements at Mercury Marine’s Fond du Lac, WI campus are expected to reduce water usage by 6 million gallons per year.

Boat Group’s Tellico, TN facility began a recycling program for wood pallets and plastic parts skeletons.

Boat Group’s Reynosa, Mexico facility introduced an osmosis wastewater recovery system to reduce water consumption by an estimated 10% per year.

Occupational Safety

Diversity, Equity, & Inclusion

Our global recordable incident rate is considerably lower than the benchmarks of the U.S. Bureau of Labor Statistics for similar businesses and operations.

Grew the number of participants in our employee resource groups (ERGs) to over 1,000 participants, up 100% over 2022.

Brunswick reported no fatalities in 2023.

One-third of our Executive Officers and 3 of 10 Directors are female.

For more information on our sustainability strategy, programming, data, and goals, we refer you to our annual Sustainability Report, available on our website at https://www.brunswick.com/corporate-responsibility/sustainability. Information available on our website is not incorporated by reference into this Proxy Statement and any references to website locations are for informational purposes only.

Proxy Summary — 2024 Proxy Statement |  9

9 OF 10
Directors are independent under the standards set forth in the NYSE Listed Company Manual

Our directors collectively attended
99%
of the 2023 board and committee meetings

30%
of the board is female, including our Non-Executive Board Chair

Median director tenure is
7.9
years

Proposal 1: Election of Directors Named in the Attached Proxy Statement All Brunswick Directors are elected annually.

	Nancy E. Cooper     70 Executive Vice President and Chief Financial Officer of CA Technologies, Inc. (Retired) Director Since: 2013 Committees:   *Non-Executive Board Chair* Independent Director	Joseph W. McClanathan     71 President and CEO, Household Products Division of Energizer Holdings, Inc. (Retired) Director Since: 2018 Committees: Independent Director

	David C. Everitt    71 President, Agricultural and Turf Division of Deere & Company (Retired) Director Since: 2012 Committees: Independent Director	David V. Singer    68 CEO of Snyder’s-Lance, Inc. (Retired) Director Since: 2013 Committees: Independent Director

	Reginald Fils-Aimé   62 President and Chief Operating Officer of Nintendo of America, Inc. (Retired) Director Since: 2021 Committees: Independent Director	J. Steven Whisler     69 Chairman & CEO of Phelps Dodge Corporation (Retired) Director Since: 2007 Committees: Independent Director

	Lauren P. Flaherty      66 Executive Vice President and Chief Marketing Officer of CA Technologies, Inc. (Retired) Director Since: 2018 Committees: Independent Director	Roger J. Wood     61 Co-CEO of Tenneco, Inc. (Retired) Director Since: 2012 Committees: Independent Director

	David M. Foulkes     62 CEO of Brunswick Corporation Director Since: 2019 Committees:	MaryAnn Wright     62 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

10   |  2024 Proxy Statement — Proxy Summary

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 median of market. We consider external competitiveness, individual performance, and internal equity when determining executives’ base salaries.


Annual Incentive Plan	•   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 target performance, 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 an established peer group (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. 2023 RSUs cliff vest at the end of a three-year period.

SAY-ON-PAY

97%

approval in 2023

Proxy Summary — 2024 Proxy Statement  |   11

WHAT WE DO

◾

Base a substantial percentage of executive pay on performance through annual and long-term incentives

◾

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

◾

Target median compensation levels and benchmark market data of our peer group 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

◾

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

2023 Executive Total Targeted Compensation Mix

For more information, visit page 45

CEO COMPENSATION MIX

OTHER NEO COMPENSATION MIX

12    |  2024 Proxy Statement — Proxy Summary

2023 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, Chief Executive Officer
2023	$1,162,885	$ —	$8,179,896	$1,114,000	$ —	$389,617	$10,846,398
Ryan M. Gwillim, Executive Vice President and Chief Financial and Strategy Officer
2023	$636,539	$ —	$1,599,357	$391,900	$ —	$136,568	$2,764,364
Aine L. Denari, Executive Vice President and President, Brunswick Boat Group
2023	$530,462	$ —	$799,678	$308,300	$ —	$156,854	$1,795,294
Brenna D. Preisser, Executive Vice President and President, Business Acceleration
2023	$548,692	$ —	$799,678	$281,500	$ —	$152,943	$1,782,813
Christopher F. Dekker, Executive Vice President, General Counsel, Secretary and Chief Compliance Officer
2023	$540,346	$ —	$799,678	$277,200	$ —	$158,325	$1,775,549

Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024

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/BC2024, on Wednesday, May 1, 2024, at 9:00 a.m. CDT (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 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, 2024, 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.

Proxy Summary — 2024 Proxy Statement  |   13

Proposal 1

Election of Directors


	Voting Recommendation:

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

What am I voting on? Shareholders are being asked to elect 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 2025 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, attributes, or 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.

16  |  2024 Proxy Statement — Proposal 1

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

Director Since: 2013

Age: 70

Committees:

Human Resources and Compensation

Nominating and Corporate Governance
Executive (Chair)

Non-Executive Board Chair

Independent Director

Election Of Director Nominees For Terms Expiring At The 2025 Annual Meeting

Nancy E. Cooper	KEY SKILLS AND ATTRIBUTES
Ms. Cooper serves as our Non-Executive Board Chair. As the former Executive Vice President and Chief Financial Officer of CA Technologies, Inc., she 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 Guardian Life Insurance Company of America and Aptiv PLC; previously served as Director of Teradata Corporation and The Mosaic Company.
		Audit/Finance

		CEO/CFO Experience

		Diverse

		Global

		Governance and Compliance

		Public Company Board

		Technology/Innovation/Digital

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

Director Since: 2012

Age: 71

Committees:

Human Resources and Compensation (Chair)

Nominating and Corporate Governance
Executive

Independent Director

David C. Everitt	KEY SKILLS AND ATTRIBUTES
As the former President of Deere & Company’s largest division, Mr. Everitt 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 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 Harsco Corporation; previously served as Director of Nutrien Ltd. and Agrium Inc.
		Brand & Marketing

		Dealers/Distribution

		Global

		Operations/Manufacturing

		Public Company Board

Proposal 1 — 2024 Proxy Statement  |  17

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

Director Since: 2021

Age: 62

Committees:

Audit and Finance

Independent Director

Election Of Director Nominees For Terms Expiring At The 2025 Annual Meeting

Reginald Fils-Aimé	KEY SKILLS AND ATTRIBUTES
With over 15 years at Nintendo, including 13 years as the President and Chief Operating Officer, Mr. Fils-Aimé bring 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

		Diverse

		Global

		Public Company Board

		Technology/Innovation/Digital

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

Director Since: 2018

Age: 66

Committees:

Human Resources and Compensation

Nominating and Corporate Governance

Independent Director

Lauren P. Flaherty	KEY SKILLS AND ATTRIBUTES
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

		Diverse

		Global

		Public Company Board

		Technology/Innovation/Digital

18   |  2024 Proxy Statement — Proposal 1

CEO of Brunswick Corporation

Director Since: 2019

Age: 62

Committees:

Executive

Election Of Director Nominees For Terms Expiring At The 2025 Annual Meeting

David M. Foulkes	KEY SKILLS AND ATTRIBUTES
As current CEO and the former Chief Technology Officer, President, Brunswick Marine Consumer Solutions, and head of Product Development at Brunswick’s largest business unit, Mercury Marine, 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 various roles within Brunswick and his prior 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: 71

Committees:

Audit and Finance

Independent Director

Joseph W. McClanathan	KEY SKILLS AND ATTRIBUTES
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 spinoff, 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 — 2024 Proxy Statement  |  19

CEO of Snyder’s-Lance, Inc. (Retired)

Director Since: 2013

Age: 68

Committees:

Audit and Finance (Chair)

Executive

Independent Director

Election Of Director Nominees For Terms Expiring At The 2025 Annual Meeting

David V. Singer	KEY SKILLS AND ATTRIBUTES
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: 69

Committees:

Human Resources and Compensation

Nominating and Corporate Governance (Chair)

Executive

Independent Director

J. Steven Whisler	KEY SKILLS AND ATTRIBUTES
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

20  |  2024 Proxy Statement — Proposal 1

Co-CEO of Tenneco, Inc. (Retired)

Director Since: 2012

Age: 61

Committees:

Human Resources and Compensation

Nominating and Corporate Governance

Independent Director

Election Of Director Nominees For Terms Expiring At The 2025 Annual Meeting

Roger J. Wood	KEY SKILLS AND ATTRIBUTES
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 Incorporated, 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 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: 62

Committees:

Audit and Finance

Independent Director

MaryAnn Wright	KEY SKILLS AND ATTRIBUTES
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

		Diverse

		Global

		Governance and Compliance

		Operations/Manufacturing

		Public Company Board

		Technology/Innovation/Digital

Proposal 1 — 2024 Proxy Statement  |  21

Corporate Governance

The Board of Directors has adopted written Principles and Practices (the Principles) which are available on our website, www.brunswick.com/ investors/corporate-governance/governance-documents, 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 Board of Directors met five times during 2023. Our Directors collectively attended 99% of the 2023 Board and committee meetings. The Principles provide that all members of the Board are requested to attend Brunswick’s Annual Meeting of Shareholders. All Directors attended the 2023 Annual Meeting of Shareholders.

The independent Directors regularly meet in executive session without members of management present. Our Non-Executive Board Chair, Nancy Cooper, presides and acts as the Board’s leader. Additionally, the Board Chair serves as a liaison between management and the Board and is responsible for consulting with the CEO regarding Board and committee meeting agendas and Board governance matters.

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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 Board Chair 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 Identity	Female	Male	Male	Female	Male	Male	Male	Male	Male	Female
Race/Ethnicity	White	White	African American	White	White	White	White	White	White	White
LGBTQ+	No	No	No	No	No	No	No	No	No	No

Corporate Governance — 2024 Proxy Statement  |  25

Board Selection and Refreshment

The Nominating and Corporate Governance Committee Candidate Selection Process

Director Candidate Considerations

▪	Integrity	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. In addition to recommending director candidates to the Governance Committee, shareholders
▪	Experience
▪	Achievements
▪	Judgment
▪	Intelligence
▪	Personal Character
▪	Diversity—Race, Gender, Other
▪	Ability to Make Independent Analytical Inquiries
▪	Willingness to Devote Time to Board Duties
▪	Likelihood of Board Tenure
The Board and the Nominating and Corporate Governance Committee (Governance Committee) believe that a diverse Board of Directors is important. Therefore, in addition to racial and gender diversity, consideration is given to achieving an overall diversity of perspectives, backgrounds, and experiences in Board membership. While the Board does not have a formal diversity policy, the Governance Committee, in consultation with the Board Chair, is responsible for identifying, screening, personally interviewing, and recommending candidates to the Board, with due consideration for diversity. 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 retain a third-party search firm to assist it

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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.

Board Leadership

Ms. Cooper, who was elected Brunswick’s first female Board Chair in 2020, continues to serve in that role. Our CEO, Mr. Foulkes, is our only non-independent Director. Our Board believes the current leadership structure is effective, leveraging Ms. Cooper’s leadership and extensive financial experience and Mr. Foulkes’ significant experience with the Company and its operations.

Although the CEO is the Director most familiar with our business, industry, and day-to-day operations, the Board Chair and the independent Directors have invaluable experience and expertise from outside the Company, giving them different perspectives regarding our strategic goals and objectives. As a Director, Mr. Foulkes is well-positioned to bring Company-specific experience to help the Board focus on those issues of greatest importance to the Company and its shareholders.

The position of Board Chair and CEO may be combined or separated as deemed appropriate by the Board. If the Board Chair and the CEO are the same person, the independent directors will select an independent director to act as the Board’s leader when it meets in executive session or when the Board Chair is unable to lead the Board’s deliberations (the Lead Director). The Lead Director will also serve as a liaison between the Board and the CEO. If the Board Chair and the CEO are not the same person, the person serving as the Board Chair shall serve in the capacity of Board Chair for no more than four consecutive annual meetings of shareholders. A further general description of the roles and responsibilities of the Board Chair and Lead Director is set forth in our Principles.

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,

	Corporate Governance — 2024 Proxy Statement  \|  27

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.

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, 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

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, 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, where Mr. Foulkes serves as a member. 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
L. Flaherty
D. Foulkes
J. McClanathan
D. Singer
S. Whisler
R. Wood
M. Wright

indicates committee chair.

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Board Committees

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/investors/corporate-governance/board-committees, or in print upon request by any Brunswick shareholder.

The Executive Committee is comprised of the Board Chair, the CEO, and the Chairs of the Board committees. The Executive	Committee meets from time to time at the request of the Board Chair, but did not meet in 2023.

Audit and Finance Committee

Number of Times this Committee Met in 2023 — 9

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:

and distribution, material investments and divestitures, share repurchases, insurance coverage, hedging practices, and associated derivatives; and

•	Brunswick’s accounting, auditing, and reporting practices;	• Legal and regulatory requirements. The Committee also reviews risks, risk management, and corporate tax strategy. The Audit and Finance Committee 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 “audit committee financial experts” under SEC rules.
•	Its independent registered public accounting firm;
•	Its system of internal controls and the internal audit function;
•	The quality and integrity of its financial information and disclosures;
•	Its information technology and information security/cybersecurity programs and annual training;
•	Brunswick’s capital allocation and financial structure, including debt, financial policies, capital expenditures, and capital expenditure budgets;
•	Proposals for corporate financing, short and long- term borrowings, dividend declaration

MEMBERS

	David V. Singer (C)

	Reginald Fils-Aimé

	Joseph W. McClanathan

	MaryAnn Wright

	Corporate Governance — 2024 Proxy Statement  \|  29

MEMBERS

	J. Steven Whisler (C)

	Nancy E. Cooper

	David C. Everitt

	Lauren P. Flaherty

	Roger J. Wood

MEMBERS

	David C. Everitt (C)

	Nancy E. Cooper

	Lauren P. Flaherty

	J. Steven Whisler

	Roger J. Wood

Nominating and Corporate Governance Committee

Number of Times this Committee Met in 2023 — 6

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 and ethical standards and compliance with certain regulatory requirements;

● The sustainability program and environmental, social, and governance (ESG) strategy and programming at each regular meeting;

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

● Matters related to Board composition, performance, standards, size, and membership, including racial and gender diversity and diversity of perspectives, backgrounds, and experience; and

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

Our Human Resources Department and 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.

Human Resources and Compensation Committee

Number of Times this Committee Met in 2023 — 7

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

● The Company’s diversity, equity and inclusion (DEI) 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.

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Governance Policies & Practices

Brunswick Ethics Program

Brunswick has adopted the 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 Governance Committee, 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/corporate-responsibility/ brunswick-policies-practices-standards 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 tasked with the recommendation and review of corporate governance principles, policies, and programs designed to ensure our compliance with high ethical standards and with applicable regulatory requirements, including those relating to conflicts of interest and other business practices that reflect upon our role as a responsible corporate citizen. The Governance Committee oversees the implementation of the Code, which includes our conflicts of interest principles. The Governance Committee reports on these compliance matters to the Board of Directors, which is ultimately responsible for overseeing the Company’s ethical and legal compliance, including transactions with “related persons.”

Our policy regarding related person transactions (the Related Person Transactions Policy) defines “relate

SEC Form DEF 14A filed by Brunswick Corporation