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Aine Denari

Executive Vice President and President, Navico Group, and Chief Technology Officer at BRUNSWICKBRUNSWICK
Executive

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

OrganizationRoleYearsStrategic Impact
ZF Group (Global Electronics)SVP & GM, ADAS2017–2020Led $1B+ ADAS segment; advanced automated driving and electronics strategy
ZF GroupChief Integration Mgmt Officer & Head of Strategic Performance Mgmt2015–2017Directed integration of TRW Automotive into ZF across 140,000 employees and 230 locations
ZF GroupSVP, Product Planning & Business Development2014–2017Drove portfolio strategy and growth initiatives
Ingersoll RandDirector, Strategy & Analytics2010–2014Strategy leadership across industrial businesses
McKinsey & CompanyEngagement Manager2006–2010Led transformation programs in operations/strategy
Bain & CompanyManagement Consultant / Case Team Leader2003–2006Growth and performance improvement mandates
Ford Motor CompanyEngineering, Product Planning/Development1996–2002Product and program management roles in automotive engineering

External Roles

OrganizationRoleYearsNotes
Masco Corporation (NYSE: MAS)Director (Non-Executive)2022–presentPublic company board director
NMMAExecutive BoardN/AIndustry association leadership
Wheels, Inc. (private)Director2020–2021Prior board service

Fixed Compensation

Metric20232024
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

MetricWeightingThresholdTargetMaximumActualPayout
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 EBIT25% $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)

MetricWeightingThresholdTargetMaximumFinal Payout
CFROI75% 14.5% 20.5% 26.5% 9.0% of target
Operating Margin25% 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 DateAward TypeTarget SharesGrant Date Fair Value ($)Vesting
2/15/2024Performance Shares7,020 $600,350 3-year performance; TSR modifier +/-20% cap 200%
2/15/2024RSUs6,810 $599,893 Ratable over 3 years (2024 change from cliff)
8/19/2024Performance Shares2,020 $149,743 3-year performance; same terms as February grant
8/19/2024RSUs1,960 $149,666 Ratable over 3 years

Equity Ownership & Alignment

ItemDetail
Beneficial Ownership13,039 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 Vested5,023 shares; $424,973 value realized
Ownership GuidelinesTier II officers (incl. Denari) must hold 3x base salary; retain 50% of after-tax profits until met
Compliance StatusAll NEOs currently in compliance
Hedging/PledgingHedging and pledging of company stock prohibited

Employment Terms

TopicProvision
Agreement TypeTerms and Conditions of Employment (at-will; consolidates restrictive covenants)
Non-Compete / Non-Solicit18 months post-termination for NEOs other than CEO; non-disclosure/non-disparagement always applicable
ClawbacksDodd-Frank compliant clawback plus expanded recovery of severance and equity gains upon covenant violations
BPP Retirement TreatmentRule 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 VestingDouble-trigger equity acceleration upon involuntary termination following a CIC
Excise Tax Gross-UpsNone; 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)

ScenarioSeverance ($)Welfare Benefits ($)Long-Term Incentives ($)BPP ($)Total ($)
Absent CIC1,007,439 54,778 480,000 1,062,217
Following CIC2,303,252 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 .