David Singer
BRUNSWICKAbout David V. Singer
Independent director of Brunswick Corporation since 2013; age 69. Former CEO of Snyder’s‑Lance (2010–2013) and Lance, Inc. (2005–2010), and former EVP/CFO of Coca‑Cola Bottling Co. Consolidated (2001–2005), bringing deep finance, M&A, supply chain, and branded consumer expertise. Currently chairs the Nominating & Corporate Governance Committee, serves on the Human Resources & Compensation Committee and the Executive Committee; previously served on the Audit & Finance Committee and is listed as its former chair. Board independence affirmed; Directors collectively attended 100% of 2024 Board and committee meetings; Board met 5 times in 2024. Director since 2013; independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snyder’s‑Lance, Inc. | Chief Executive Officer | 2010–2013 | Led public consumer company; branded snacks; operations and M&A leadership |
| Lance, Inc. | President & CEO | 2005–2010 | Oversaw strategy, operations, distribution |
| Coca‑Cola Bottling Co. Consolidated | EVP & Chief Financial Officer | 2001–2005 | Corporate finance, internal controls, capital markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Performance Food Group Company | Director (current) | Not disclosed | Public board experience; food distribution exposure |
| Flowers Foods, Inc. | Director (prior) | Not disclosed | Prior public company board |
| Hanesbrands, Inc. | Director (prior) | Not disclosed | Prior public company board |
| SPX Flow, Inc. | Director (prior) | Not disclosed | Prior public company board |
| Lance, Inc.; Snyder’s‑Lance, Inc. | Director (prior) | Not disclosed | Prior issuer board roles |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; 9 of 10 independent; Singer is independent.
- Board leadership: Chair/CEO combined in March 2025 with a Lead Independent Director (Everitt) appointed; independent directors meet in executive session.
- Attendance: Directors collectively attended 100% of 2024 Board and committee meetings; Board met 5 times in 2024.
- Committee assignments and rotation (effective March 1, 2025): Singer rotated off Audit & Finance and onto Human Resources & Compensation and Nominating & Corporate Governance (chair), and serves on Executive. He was a member of Audit & Finance throughout 2024 and is listed as its former chair in the 2024 committee report.
- Committee activity levels (2024): Audit & Finance met 10x; Nominating & Corporate Governance met 5x; Human Resources & Compensation met 6x; Executive Committee did not meet.
| Committee | Role | Status/Effective Date | 2024 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | Chair effective Mar 1, 2025 | 5 |
| Human Resources & Compensation | Member | Member effective Mar 1, 2025 | 6 |
| Executive | Member (by virtue of being a committee chair) | Ongoing | 0 |
| Audit & Finance | Member; Former Chair (per report) | Served through 2024; rotated off Mar 1, 2025 | 10 |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $108,333 | Portion of annual cash retainer; Singer elected to receive all or part in deferred stock with a 20% premium |
| Stock Awards (including any 20% premium on deferred cash) | $200,000 | Includes required stock portion and premium for deferral election |
| All Other Compensation (Product Program) | $35,000 | Director product allowance utilized |
| Total | $343,333 | Sum of components |
Additional fee schedule changes effective May 1, 2024 (applies to all non‑employee directors): cash retainer increased to $110,000; stock retainer to $155,000; committee chair/member retainers paid in stock: Audit Chair $25,000; HRC Chair $20,000; NCG Chair $17,500; Audit members $12,500; HRC members $10,000; NCG members $8,750. Lead Independent Director receives +$50,000 in stock.
Performance Compensation (Structure Overseen by HRC; Directors receive equity retainers)
| Item | 2024 Design Detail | Governance Relevance |
|---|---|---|
| Enterprise Annual Bonus (BPP) Metrics | Adjusted EPS Threshold $5.95; Target $6.75–$8.00; Max $8.75. FCF Threshold $205M; Target $325M–$475M; Max $595M. Division EBIT targets for Boat ($86M/$110–$130M/$154M), Navico ($60M/$84–$104M/$128M), Mercury ($586M/$634–$696M/$744M). 2024 NEO payout: 0% (below threshold). | Clarity on pay‑for‑performance, downside protection; HRC oversight |
| Long‑Term Performance Shares | 75% CFROI and 25% Operating Margin over 3 years; TSR modifier ±20% vs S&P 400 Consumer Discretionary; payout cap 200%. 2022–2024 cycle paid at 9.0% of target (no TSR modifier). | Long‑term value orientation; rigorous targets |
| Equity for Directors | Annual director equity paid in Common Stock; cash retainer can be deferred into stock with 20% premium; Singer elected deferral (premium value $21,667). | Aligns director interests with shareholders |
Other Directorships & Interlocks
- Current public company board: Performance Food Group Company (Director).
- Prior public company boards: Flowers Foods, Hanesbrands, SPX Flow; Lance; Snyder’s‑Lance.
- Related‑party transactions: None identified since January 1, 2024 for any related person transactions.
Expertise & Qualifications
- Financial and CEO experience: Former public company CEO and CFO; corporate finance, audit oversight, M&A.
- Brand/marketing, supply chain, logistics, distribution, operations/manufacturing expertise.
- Public company board experience across consumer and industrial names.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| David V. Singer | 29,300 | <1% | As of March 10, 2025; sole voting/investment power except as noted |
| Outstanding Director RSUs | — | — | No outstanding RSUs for Singer as of 12/31/2024 (only Whisler had 1,842) |
Policies and alignment:
- Director stock ownership guideline: 5x annual cash retainer within five years; all directors in compliance as of 12/31/2024.
- Hedging/pledging: Prohibited for directors and employees.
Governance Assessment
Key positives
- Independence, tenure, and attendance: Independent director since 2013 with 100% collective Board/committee attendance in 2024; Board met 5 times.
- Governance leadership and committee breadth: Chairs Nominating & Corporate Governance; serves on Human Resources & Compensation and Executive; extensive prior Audit & Finance service (listed as former chair), supporting strong oversight of audits, succession, and pay.
- Pay‑for‑performance oversight: 2024 BPP paid 0% due to under‑threshold results; 2022–2024 Performance Shares paid at 9% of target, evidencing downside sensitivity; robust clawback beyond Dodd‑Frank; independent consultant FW Cook with no conflicts.
- Shareholder alignment signals: Say‑on‑pay approval 95% in 2024; director compensation emphasizes equity; ownership guideline met; hedging/pledging banned.
Watch items
- Leadership structure: Chair/CEO roles combined in 2025; mitigated by empowered Lead Independent Director and independent committee structure.
- Tenure: Director since 2013 (median director tenure 8.9 years); Board uses rotation (e.g., committee reassignments in 2024–2025) and periodic third‑party evaluations to manage refreshment.
RED FLAGS
- None observed: No related‑party transactions since Jan 1, 2024; directors prohibited from hedging/pledging; no meeting attendance issues disclosed.