David Foulkes
BRUNSWICKAbout David Foulkes
David M. Foulkes, 63, is Chairman and CEO of Brunswick Corporation (BC). He has served as CEO since January 2019 and was elected Board Chair effective March 1, 2025, with David C. Everitt named Lead Independent Director . Under his leadership, 2024 produced $5.2B in net sales (below prior year), GAAP EPS of $2.21, adjusted EPS of $4.57, and free cash flow of $284M; Brunswick returned $312M via repurchases and dividends . Over 2019–2024, a $100 investment in BC shares would be worth $117.40 at 12/31/2024 (vs $224.22 for the S&P 400 Consumer Discretionary Index), reflecting relative TSR underperformance across the period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brunswick Corporation | Chief Executive Officer | 2019–present | Leads strategy across engines, boats, and nav/aftermarket; Chair since 2025 to align board oversight with operations . |
| Brunswick Corporation | Chief Technology Officer and President, Brunswick Marine Consumer Solutions | 2018–2019 | Drove technology roadmap and consumer solutions integration . |
| Brunswick Corporation | VP & Chief Technology Officer | 2014–2018 | Oversaw tech strategy and innovation across businesses . |
| Mercury Marine (Brunswick) | VP, Product Development & Engineering; President, Mercury Racing; VP R&D | 2007–2018 | Advanced product pipeline (incl. Racing) and engineering capabilities . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vontier Corporation | Director | Current | Public company board experience; technology and industrial insights . |
| Ford Motor Company; Shell Exploration; UK Ministry of Defense | Senior roles (prior to Brunswick) | Not disclosed | Engineering/operations pedigree informing product and manufacturing leadership . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary paid ($) | 1,118,423 | 1,162,885 | 1,211,539 |
| Annual salary rate at 12/31 ($) | — | — | 1,225,000 |
| Target annual incentive ($) | — | — | 1,817,308 (BPP target dollars) |
| Annual incentive paid ($) | 1,203,000 | 1,114,000 | 0 (below thresholds) |
| All other compensation ($) | 372,135 | 389,617 | 242,090 |
| All other comp – components | — | — | DC plans: 171,198; Product program: 35,000; Personal aircraft: 24,426; Executive physical: 11,466 |
Notes: NEO BPP target percentages ranged from 77% to 150% in 2024; CEO target opportunity increased in 2024 per market review . CEO receives no additional director compensation .
Performance Compensation
Annual Incentive (BPP) – CEO plan design and 2024 outcomes
| Metric | Weighting | 2024 Threshold | 2024 Target Range | 2024 Maximum | 2024 Payout |
|---|---|---|---|---|---|
| Adjusted EPS (Enterprise) | 75% (Corporate participants) | $5.95 | $6.75–$8.00 | $8.75 | 0% (below thresholds) |
| Free Cash Flow (Enterprise) | 25% (Corporate participants) | $205M | $325M–$475M | $595M | 0% (below thresholds) |
Plan features: target “flat-spot” around 100% payout; linear outside; aligns with guidance amid macro uncertainty . Say‑on‑pay approval in 2024 was 95% .
Long‑Term Incentives (Equity)
- Structure: Performance Shares (PSUs) 50% and RSUs 50% of targeted equity value for NEOs; PSUs measured on 3‑year CFROI (75%) and Operating Margin (25%) with +/-20% TSR modifier vs S&P 400 Consumer Discretionary; RSUs vest ratably over 3 years starting 2024 (prior grants were 3‑year cliff) .
- Completed 2022–2024 PSU cycle: Targets CFROI 20.5% (threshold 14.5%, max 26.5%) and Operating Margin 16.0% (threshold 11.0%, max 21.0%); payout approved at 9.0% of target; TSR modifier neutral (25th–75th percentile) .
| 2024 Grants (CEO) | Grant date | Instrument | Target/Granted | Vesting/Performance |
|---|---|---|---|---|
| Performance Shares | 2/15/2024 | PSU | 55,760 target shares | 3‑year CFROI/OM; TSR +/-20%; payout 0–200% |
| RSUs | 2/15/2024 | RSU | 54,140 units | Ratable vesting over 3 years from grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 141,607 shares (as of 3/10/2025); includes est. 3,951 shares in savings plan; excludes 6,910 deferred shares and all unvested RSUs/PSUs; less than 1% of class . |
| Unvested RSUs (CEO) | 37,896 (2/17/22, cliff), 48,144 (2/16/23, cliff), 55,311 (2/15/24, ratable); market value at $64.68: $2.45M, $3.11M, $3.58M, respectively . |
| Unearned PSUs (CEO) | 46,230 (2023 grant target) and 55,760 (2024 grant target); market value at $64.68 target: $2.99M and $3.61M, respectively (actual delivery 0–200% of target) . |
| 2024 stock vested | 36,691 shares vested, value $3,094,323 . |
| Ownership guidelines | CEO: 5x base salary; other NEOs: 3x; near‑retirement scaling: 80% of target at age 63, 60% at 64, 50% at 65+; all NEOs currently in compliance . |
| Hedging/pledging | Prohibited for directors and employees; no hedging or pledging of company stock . |
| Clawback | SEC‑compliant Dodd‑Frank policy and broader company policy for misconduct and restrictive covenant breaches (recover severance and equity gains within lookback) . |
| Options | No options outstanding as of 12/31/2024 . |
Vesting/retirement mechanics (pressure indicators): Rule of 70 or Age 62 enables continued/pro‑rated vesting post‑termination; as of 12/31/2024, Mr. Foulkes meets this definition, enabling pro‑rata or full treatment per grant terms (subject to timing) .
Employment Terms
| Term | CEO (Foulkes) | Other NEOs |
|---|---|---|
| Employment status | At‑will; duties, compensation, benefits, perquisites memorialized in Agreements . | Same . |
| Severance (no CIC) | 2x (salary + company DC contributions); guaranteed BPP = 2x target in year of termination; benefits up to 24 months; equity per plan terms . | 1.5x (salary + DC contributions); CEO discretion on BPP; benefits up to 18 months; equity per plan terms . |
| Severance (CIC, double‑trigger) | 3x (salary + greater of target BPP for year of termination or CIC year + DC contributions); benefits; full equity vesting acceleration; 24‑month CIC window; best‑after‑tax cutback (no 280G gross‑up) . | 2x (same components); benefits; equity acceleration; best‑after‑tax cutback . |
| Restrictive covenants | Non‑compete and non‑solicit: 2 years (CEO); confidentiality and non‑disparagement ongoing; after CIC termination, non‑compete/non‑solicit not applicable . | Non‑compete and non‑solicit: 18 months; confidentiality and non‑disparagement ongoing . |
| Clawbacks | As above (see Equity Ownership & Alignment) . | As above . |
| Insider trading policy | Company policy governs trading and 10b5‑1 usage; company does not repurchase shares while in possession of MNPI except via pre‑established 10b5‑1 plan . | |
| Perquisites (2024) | Product allowance ($35,000), limited personal aircraft use (up to $50,000; $24,426 in 2024), executive physical ($11,466); DC plan contributions (qualified and non‑qualified) $171,198 . | Similar product allowance and physical; no regular aircraft benefit . |
Estimated payments (illustrative, 12/31/2024 termination): Absent CIC total ~$6.52M for CEO; Following CIC total ~$20.58M (incl. ~$18.08M LTI acceleration); see table for NEOs .
Board Governance (service history, committees, dual‑role implications)
- Board service: Director since 2019; elected Board Chair March 1, 2025; Chairs Executive Committee; not independent due to CEO role .
- Dual‑role implications and mitigants: Board intentionally combined Chair/CEO to capitalize on operating insight; appointed Lead Independent Director (Everitt) with defined responsibilities (agenda review, executive sessions, liaison), retaining flexibility to separate roles in future .
- Independence/attendance: 9 of 10 directors independent; 100% attendance at 2024 board/committee meetings .
- Director pay: Employee directors (incl. CEO) receive no additional pay for board service .
Compensation Structure Analysis (alignment and changes)
- Mix and at‑risk orientation: Approx. 90% of CEO target pay “at risk,” heavily LTI‑weighted .
- Annual incentive rigor: 2024 BPP paid 0% for CEO (enterprise EPS/FCF below thresholds), demonstrating downside risk; flat‑spot retains performance integrity amid volatility .
- Long‑term plan rigor: 2022–2024 PSUs paid 9% of target, indicating high hurdle rates on CFROI/Operating Margin; TSR modifier neutral .
- Design shift: RSU vesting moved from 3‑year cliff to 3‑year ratable in 2024 to aid retention; increases frequency of vest events (potential liquidity overhang around vest dates) .
- Governance features: Double‑trigger CIC; no excise tax gross‑ups; no repricing; anti‑hedge/anti‑pledge; enhanced clawbacks beyond Dodd‑Frank .
- Peer benchmarking: Targets median vs peer group (AGCO, BWA, CR, DAN, DOV, FLS, HOG, LCII, OSK, PII, RRX, SNA, SWK, THO, TKR, TTC) .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑pay approval |
|---|---|
| 2024 | 95% approval; no direct program changes as a result . |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Cumulative TSR – $100 initial (12/31/2019 base) | 128.96 | 171.03 | 126.14 | 172.04 | 117.40 |
| Net income ($M) | 372.7 | 593.3 | 677.0 | 420.4 | 130.1 |
| Adjusted EPS | $5.07 | $8.28 | $10.03 | $8.80 | $4.57 |
| 2024 highlights | — | — | — | — | Net sales $5.2B; FCF $284M; capital returns $312M |
Notable achievements cited: share gains in outboards, robust product launches across portfolio, AI “Boating Intelligence” initiative, and leadership team development; sustained dividend increases and repurchases underscore capital return focus .
Equity Ownership & Director Service (additional details)
- Beneficial owners >5%: Vanguard 10.33%; BlackRock 8.7% (as of filings) .
- Director ownership guideline: 5x cash retainer for non‑employee directors; all in compliance; CEO receives no board pay .
Employment & Contracts (retention risk cues)
- Rule of 70/Age 62: Foulkes qualifies, enabling continued or pro‑rated vesting upon retirement per grant‑year timing; could modestly reduce retention friction vs earlier‑career executives .
- Non‑compete: 2 years (CEO); non‑solicit: 2 years (CEO); not applicable after CIC termination; clawback reinforcement for covenant breaches .
Related Party Transactions and Risk Indicators
- Related party transactions: None identified since January 1, 2024 .
- Risk flags mitigated: No hedging/pledging; no option repricing; double‑trigger CIC; strong say‑on‑pay support .
Director Compensation (for completeness)
- Non‑employee director retainer increased May 1, 2024 to $265,000 (cash $110,000; stock $155,000); additional retainers for Lead Independent Director and committee roles; deferral alternatives with 20% premium; product program up to $35,000 .
- CEO receives no additional director compensation .
Investment Implications
- Pay-for-performance integrity: 0% 2024 BPP and 9% PSU payout for 2022–2024 indicate rigorous targets; alignment strengthened by prohibited hedging/pledging and robust clawbacks .
- Near-term supply of shares: Shift to ratable RSU vesting from 2024 increases vesting cadence; 36,691 shares vested in 2024 for the CEO, which may create episodic liquidity around vest dates (not necessarily sales) .
- Retention calculus: Foulkes meets Rule of 70/Age 62; retirement-eligible vesting reduces forfeiture risk, partially offset by long-term PSU performance dependency; severance/CIC terms are standard, double‑trigger, and shareholder‑friendly (no gross‑ups) .
- Governance oversight: Combined Chair/CEO role is counterbalanced by a defined Lead Independent Director and majority‑independent board with perfect 2024 attendance—mitigating dual‑role risks .
- Performance focus: 2025 BPP retains similar design to 2024, emphasizing EPS/FCF; execution against these metrics is the key pay driver and a potential trading signal into quarterly updates .