Aine Denari
About Áine Denari
Áine L. Denari is Executive Vice President and President, Navico Group, and Brunswick’s Chief Technology Officer (appointed August 2024); she previously served as President, Brunswick Boat Group (October 2020–August 2024) . She joined Brunswick after two decades in automotive and consulting, including SVP roles at ZF’s Global Electronics/ADAS and prior leadership at Ford, McKinsey, Bain, and Ingersoll Rand . Denari holds an MBA from Northwestern Kellogg, an MS in Engineering Management (University of Detroit Mercy), an MS in Mechanical Engineering (Purdue), and a bachelor’s degree from University College Dublin . Company performance in 2024: net sales $5.2B, adjusted EPS $4.57, free cash flow $284M, and a 2024 total shareholder return value of $117.40 per $100 invested .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ZF Group (Global Electronics) | SVP & GM, ADAS | 2017–2020 | Led $1B+ ADAS segment; advanced automated driving and electronics strategy |
| ZF Group | Chief Integration Mgmt Officer & Head of Strategic Performance Mgmt | 2015–2017 | Directed integration of TRW Automotive into ZF across 140,000 employees and 230 locations |
| ZF Group | SVP, Product Planning & Business Development | 2014–2017 | Drove portfolio strategy and growth initiatives |
| Ingersoll Rand | Director, Strategy & Analytics | 2010–2014 | Strategy leadership across industrial businesses |
| McKinsey & Company | Engagement Manager | 2006–2010 | Led transformation programs in operations/strategy |
| Bain & Company | Management Consultant / Case Team Leader | 2003–2006 | Growth and performance improvement mandates |
| Ford Motor Company | Engineering, Product Planning/Development | 1996–2002 | Product and program management roles in automotive engineering |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Masco Corporation (NYSE: MAS) | Director (Non-Executive) | 2022–present | Public company board director |
| NMMA | Executive Board | N/A | Industry association leadership |
| Wheels, Inc. (private) | Director | 2020–2021 | Prior board service |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary Paid ($) | $530,462 | $566,769 |
| Base Salary at 12/31 ($) | $— | $600,000 |
| Merit Increase (%) | 5.5% | 3.5% |
Performance Compensation
Annual Incentive (BPP) – 2024 Design and Outcome
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EPS (Enterprise) | 50% (Division participants) | $5.95 | $6.75–$8.00 | $8.75 | Below threshold | 0% |
| Free Cash Flow (Enterprise) | 25% | $205M | $325M–$475M | $595M | Below threshold | 0% |
| Navico Group Adjusted EBIT | 25% | $60M | $84M–$104M | $128M | Below threshold | 0% |
Notes:
- As a division NEO in 2024, Denari’s BPP metrics and weightings were those above; no award was paid as performance was below thresholds .
Performance Shares (Completed 2022–2024 Cycle)
| Metric | Weighting | Threshold | Target | Maximum | Final Payout |
|---|---|---|---|---|---|
| CFROI | 75% | 14.5% | 20.5% | 26.5% | 9.0% of target |
| Operating Margin | 25% | 11.0% | 16.0% | 21.0% | 9.0% of target |
TSR modifier applied against S&P 400 Consumer Discretionary index; company performance was between 25th–75th percentile, resulting in no payout modification .
2024 Equity Grants (Denari)
| Grant Date | Award Type | Target Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2/15/2024 | Performance Shares | 7,020 | $600,350 | 3-year performance; TSR modifier +/-20% cap 200% |
| 2/15/2024 | RSUs | 6,810 | $599,893 | Ratable over 3 years (2024 change from cliff) |
| 8/19/2024 | Performance Shares | 2,020 | $149,743 | 3-year performance; same terms as February grant |
| 8/19/2024 | RSUs | 1,960 | $149,666 | Ratable over 3 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 13,039 shares as of March 10, 2025; <1% of outstanding |
| Unvested RSUs (12/31/2024) | 4,428 (2/17/22), 4,706 (2/16/23), 6,957 (2/15/24), 1,982 (8/19/24) |
| PSUs Outstanding at Target (12/31/2024) | 4,520 (2023 cycle), 7,020 (2/15/24), 2,020 (8/19/24) |
| 2024 Stock Vested | 5,023 shares; $424,973 value realized |
| Ownership Guidelines | Tier II officers (incl. Denari) must hold 3x base salary; retain 50% of after-tax profits until met |
| Compliance Status | All NEOs currently in compliance |
| Hedging/Pledging | Hedging and pledging of company stock prohibited |
Employment Terms
| Topic | Provision |
|---|---|
| Agreement Type | Terms and Conditions of Employment (at-will; consolidates restrictive covenants) |
| Non-Compete / Non-Solicit | 18 months post-termination for NEOs other than CEO; non-disclosure/non-disparagement always applicable |
| Clawbacks | Dodd-Frank compliant clawback plus expanded recovery of severance and equity gains upon covenant violations |
| BPP Retirement Treatment | Rule of 70 or Age 62 allows pro-rata second-half payouts; Denari does not meet retirement rule (only Foulkes, Buelow as of 12/31/2024) |
| CIC Vesting | Double-trigger equity acceleration upon involuntary termination following a CIC |
| Excise Tax Gross-Ups | None; payments reduced to “best after-tax” when applicable |
| Severance (Absent CIC) | 1.5x salary + defined contribution plan contributions; benefits continuation up to 18 months |
| Severance (Following CIC) | 2x salary + target BPP + defined contribution plan contributions; equity fully vests; benefits continuation during severance period |
Estimated Payment Obligations (Denari; hypothetical termination on 12/31/2024)
| Scenario | Severance ($) | Welfare Benefits ($) | Long-Term Incentives ($) | BPP ($) | Total ($) |
|---|---|---|---|---|---|
| Absent CIC | 1,007,439 | 54,778 | — | 480,000 | 1,062,217 |
| Following CIC | 2,303,252 | 69,705 | 2,319,600 | — | 4,692,557 |
Compensation Structure Analysis
- Equity-heavy and at-risk pay: For NEOs, long-term incentives are a substantial portion of TDC; RSUs shifted to ratable vesting in 2024 to support recruiting/retention, increasing near-term vesting cadence and potential liquidity need but balanced by ownership retention rules .
- Annual plan discipline: 2024 BPP paid zero due to performance below thresholds, demonstrating pay-for-performance rigor amid market headwinds .
- Long-term performance shares: 2022–2024 PSU cycle paid 9% of target; TSR modifier did not adjust payout, reinforcing downside alignment .
- Peer benchmarking: FW Cook advises the Compensation Committee; peer group updated (added Stanley Black & Decker, removed Tenneco) to maintain relevant market medians .
Performance & Track Record
- Leadership outcomes: Under Denari’s tenure, Boat Group delivered strong operational and financial performance and navigated dynamic market conditions; she now leads Navico and Brunswick’s technology strategy including autonomy and the Boating Intelligence DesignLab .
- Company highlights: 2024 featured robust free cash flow generation ($284M), continued outboard share gains, >100 product awards, and AI-enabled “Boating Intelligence” initiative .
Equity Ownership & Alignment
- Skin-in-the-game: Denari’s direct beneficial ownership is modest relative to total payout potential, but unvested RSUs/PSUs provide ongoing alignment; strict retention and anti-hedging/pledging rules reduce selling pressure .
- Ownership guideline status: In compliance with 3x salary requirement; retention of 50% of after-tax gains until met curtails discretionary disposals .
Employment Terms
- Retention and transition safeguards: Denari’s agreement includes strong post-employment covenants, CIC double-trigger protection, and enhanced clawbacks; absent-CIC severance at 1.5x provides baseline retention economics, while CIC economics at 2x plus full equity acceleration could influence negotiation dynamics in strategic events .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 95% support, indicating broad investor alignment with the program design and outcomes in a challenging year .
Compensation Peer Group (2024)
- Peer constituents include AGCO, BorgWarner, Crane, Dana, Dover, Flowserve, Harley-Davidson, LCI Industries, Oshkosh, Polaris, Regal Rexnord, Snap-on, Stanley Black & Decker, Thor, Timken, Toro; change in 2024 added SWK and removed Tenneco (now private) .
Investment Implications
- Alignment and downside sensitivity: Zero BPP payout and 9% PSU payout underscore tight pay-performance linkage, reducing the risk of misaligned incentives during downturns .
- Vesting cadence and liquidity: 2024 ratable RSU vesting increases periodic share releases (e.g., 5,023 shares vested in 2024), but ownership retention requirements and anti-hedging/pledging policies mitigate near-term selling pressure signals .
- Retention risk: Denari’s severance and CIC protections (1.5x absent CIC; 2x plus full equity acceleration post-CIC) provide meaningful retention economics; non-compete/non-solicit terms (18 months) further secure continuity in critical technology and Navico leadership .
- Strategy execution: Her deep ADAS/automation background aligns with Brunswick’s autonomy and AI roadmap (Boating Intelligence), a potential value driver for Navico and systems integration across the portfolio .