David Everitt
BRUNSWICKAbout David C. Everitt
David C. Everitt, age 72, is Brunswick Corporation’s Lead Independent Director and has served on the Board since 2012. He is the former President of Deere & Company’s Agricultural and Turf Division, bringing deep operations, engineering, and global distribution expertise. As Lead Independent Director (elected in early 2025), he leads executive sessions, reviews agendas, and acts as liaison between independent directors and management under Brunswick’s governance framework .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | President, Agricultural & Turf Division—North America, Asia, Australia, Sub-Saharan & South Africa; Global Tractor & Turf Products | 2009–2012 | Led largest division; operations, engineering, distribution expertise |
| Deere & Company | President, Agricultural Division—North America, Australia, Asia; Global Tractor & Implement Sourcing | 2006–2009 | Manufacturing and sourcing leadership |
| Deere & Company | President, Agricultural Division—Europe, Africa, South America; Global Harvesting Equipment Sourcing | 2001–2006 | Global operations and sourcing leadership |
External Roles
| Company | Role | Status/Notes | Potential Interlocks |
|---|---|---|---|
| Allison Transmission Holdings, Inc. | Director | Current | None disclosed with Brunswick |
| Corteva, Inc. | Director | Current | None disclosed with Brunswick |
| Enviri Corporation (formerly Harsco) | Director | Retiring April 2025 | None disclosed with Brunswick |
| Nutrien Ltd.; Agrium Inc. | Director | Former | None disclosed with Brunswick |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Everitt is independent .
- Lead Independent Director: Elected in early 2025 with responsibilities including leading executive sessions of independent directors, agenda review, committee facilitation, and liaison duties per Board Principles .
- Committees (2024/2025 roster): Human Resources & Compensation (member), Nominating & Corporate Governance (member), Executive Committee (as LID, the Executive Committee comprises Board Chair, LID, and committee chairs; it did not meet in 2024) .
- Attendance and engagement: The Board met five times in 2024; committees met A&F (10), Nominating (5), HRC (6). Directors collectively attended 100% of 2024 Board and committee meetings; independent directors meet in regular executive sessions .
- Tenure: Director since 2012 .
- Chair/CEO structure: In March 2025 the Board combined the Chair and CEO roles and elected Everitt as LID to strengthen independent oversight .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Director Retainer (Cash) | $110,000 (effective May 1, 2024) | |
| Annual Director Retainer (Common Stock) | $155,000 (effective May 1, 2024) | |
| Lead Independent Director Additional Retainer | $50,000 in Common Stock (policy; applies to LID role beginning 2025 for Everitt) | |
| Committee Member Retainers | Audit & Finance $12,500 (stock); HRC $10,000 (stock); Nominating & Corporate Governance $8,750 (stock) | |
| Product Program (Perquisite) | Up to $35,000 annual allowance; imputed income reported; no tax gross-up | |
| 2024 Actual – Fees Earned or Paid in Cash (Everitt) | $108,333 | |
| 2024 Actual – Stock Awards (Everitt) | $181,250 (grant-date fair value) | |
| 2024 Actual – All Other Compensation (Everitt) | — (no product program use recorded) | |
| 2024 Actual – Total (Everitt) | $289,583 | |
| 2024 Grant-Date Fair Value Detail (Everitt) | Stock Awards: $181,250; 20% premium on deferral: not applicable (—) |
Notes:
- Directors may elect to receive the cash portion in deferred stock with a 20% premium; number of shares determined by closing price on award date .
Performance Compensation
Directors do not receive performance-based incentives; equity is delivered as common stock (and deferred stock units if elected) with no performance metrics. Directors can defer cash fees into stock with a 20% premium, and equity amounts are determined by market price on grant date; there are no options or PSU awards for non-employee directors disclosed .
| Equity Element | Structure | Performance Metrics |
|---|---|---|
| Annual Director Stock Grant | Fixed-dollar value in Common Stock (shares determined by close price on grant date) | None (time-based; not performance-conditioned) |
| Cash Deferral into Stock | Optional; 20% premium applied to deferred stock | None |
Other Directorships & Interlocks
| Organization | Role | Overlap/Conflict Check |
|---|---|---|
| Allison Transmission Holdings, Inc. | Director (current) | No related-party transactions with Brunswick reported since Jan 1, 2024 |
| Corteva, Inc. | Director (current) | No related-party transactions with Brunswick reported since Jan 1, 2024 |
| Enviri Corporation | Director (retiring Apr 2025) | No related-party transactions with Brunswick reported since Jan 1, 2024 |
Expertise & Qualifications
- Former President of Deere & Company’s largest division; brings operations/manufacturing, engineering, global markets, and dealer/distribution expertise .
- Public-company board experience across industrial and consumer end-markets .
- Serves as Lead Independent Director, providing board leadership experience and oversight capability .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 10, 2025) | 33,400 shares; less than 1% of outstanding |
| RSUs Outstanding (as of Dec 31, 2024) | None for Everitt (— in RSU outstanding table) |
| Director Ownership Guidelines | 5x annual cash retainer within 5 years; all directors in compliance as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors and employees |
Governance Assessment
- Strengthened independent oversight: Board combined Chair/CEO in 2025 but appointed Everitt as Lead Independent Director with defined authorities (executive sessions leadership, agenda review, liaison role), supporting checks and balances .
- Independence and attendance: Everitt is independent; the Board and committees achieved 100% collective attendance in 2024, indicating strong engagement .
- Committee work: Member of HRC and Nominating & Corporate Governance; Executive Committee member by virtue of LID role; committee rosters are fully independent and use an independent consultant (FW Cook) for executive pay .
- Alignment and pay mix: Director pay blends cash and stock; Everitt received $289,583 in 2024 with $181,250 in stock, supporting alignment. LID receives an additional $50,000 stock retainer (effective for 2025 in his case) .
- Conflicts/related parties: No related person transactions identified since Jan 1, 2024; anti-hedging and anti-pledging policies in place .
- Shareholder signals: 2024 Say-on-Pay support was 95%, reflecting broad investor approval of compensation practices and governance .
- Potential watch items: Director product program (up to $35,000 allowance) is a modest perquisite; Everitt recorded no such benefit in 2024. Multiple outside boards (Allison, Corteva; retiring from Enviri April 2025) warrant ongoing time-commitment monitoring, though no conflicts or related-party exposure were disclosed .
No red flags identified regarding attendance, independence, related-party transactions, hedging/pledging, or option repricing; governance structure relies on an active Lead Independent Director to balance the combined Chair/CEO role .