John Buelow
BRUNSWICKAbout John Buelow
Executive Vice President and President, Mercury Marine, promoted on February 7, 2023 after nearly 20 years at Brunswick/Mercury across global finance and operations roles . He led manufacturing expansions, major product launches (600hp V12 Verado, V10 Verado, Avator electric outboards), and enterprise operations through COVID, emphasizing safety and sustainability . Company performance context in 2024: net sales $5.2B, GAAP EPS $2.21 and adjusted EPS $4.57, free cash flow $284M, capex $167M; pay-versus-performance TSR value for a $100 investment was $117.40 in 2024 (down from $172.04 in 2023) . He meets the “Rule of 70 or Age 62” provision as of December 31, 2024, which affects award treatment upon retirement or termination .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mercury Marine | VP & CFO, Brunswick Marine EMEA and Asia-Pacific | 2004–2010 | Global finance leadership across regions |
| Mercury Marine (HQ, Fond du Lac) | VP, Business Development | 2010–2023 | Growth initiatives and portfolio development |
| Mercury Marine | VP & GM, Mercury Castings | 2010–2023 | Manufacturing operations leadership in castings |
| Mercury Marine | VP, Category Management & Strategic Planning | 2010–2023 | Product/category strategy and planning |
| Mercury Marine | VP, Global Operations | ~5 years within 2010–2023 | Led plant expansions, capacity investments, Brownsburg DC; product launch readiness; culture and safety |
External Roles
No public company directorships or external board roles disclosed in available filings .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Salary Paid ($) | $553,846 |
| Base Salary (as of 12/31/2024) ($) | $615,000 |
| Target Bonus (%) | Not specifically disclosed; NEO range 77%–150% of salary with increases for Buelow in 2024 |
| Actual Bonus Paid ($) | $0 (BPP not funded for NEOs in 2024) |
Perquisites and deferred compensation:
| Item | FY 2024 Amount |
|---|---|
| Executive Product Program | $35,000 |
| Executive Physical | $11,466 |
| Defined Contribution Plan – Qualified | $21,050 |
| Defined Contribution Plan – Non-Qualified (Restoration Plan) | $28,985 |
| Restoration Plan – Executive Contributions | $53,395 |
| Restoration Plan – Aggregate Earnings | $161,211 |
| Restoration Plan – Aggregate Balance at FYE | $1,150,965 |
Performance Compensation
Annual Incentive (BPP) – 2024 NEO Design (Division participants like Mercury Marine)
| Metric | Weighting | 2024 Threshold | 2024 Target | 2024 Max | 2024 Payout |
|---|---|---|---|---|---|
| Adjusted EPS (Enterprise) | 50% | $5.95 | $6.75–$8.00 | $8.75 | 0% (below thresholds) |
| Free Cash Flow (Enterprise) | 25% | $205M | $325M–$475M | $595M | 0% |
| Mercury Adjusted EBIT (Division) | 25% | $586M | $634M–$696M | $744M | 0% |
Notes:
- 2024 BPP capped at 200% with “flat-spot” around 100% payout; none paid due to below-threshold performance .
Long-Term Incentives (PSUs and RSUs)
| Award | Design Detail | Vesting/Payout |
|---|---|---|
| Performance Shares (2024 grant) | 75% CFROI; 25% Operating Margin; TSR modifier ±20% vs S&P 400 Consumer Discretionary; payout 0–200% of target | 3-year performance period; payout at end of period; 2025 award similar design |
| Completed 2022–2024 PSUs | CFROI thresholds 14.5%/20.5%/26.5%; Operating Margin 11.0%/16.0%/21.0% | Final payout = 9.0% of target; TSR within 25th–75th percentile (no modifier) |
| RSUs (2024 grant) | 50% of targeted equity value; RSUs vest ratably over 3 years from grant date (changed from prior cliff vesting) | Ratable vesting over 3 years; retirement and involuntary separation provisions apply |
2024 Grants (John G. Buelow):
| Grant Date | Award Type | Target Shares | Other Shares | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2/15/2024 | PSUs | 5,850 | — | $500,292 |
| 2/15/2024 | RSUs | — | 5,680 | $500,351 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 3/10/2025) | 4,557 shares; less than 1% of outstanding |
| Shares Outstanding (Record Date) | 65,907,338 |
| Unvested RSUs (by grant) | 2/17/2022: 998 ($64,557); 2/16/2023: 4,706 ($304,389); 2/15/2024: 5,803 ($375,328); market values at $64.68 close |
| Unearned PSUs (by grant, at target) | 2/16/2023: 4,520 ($292,354); 2/15/2024: 5,850 ($378,378) |
| Options | None outstanding company-wide as of 12/31/2024 |
| Ownership Guidelines | Designated executive officers (incl. Buelow) must hold 3x base salary; all NEOs compliant as of 12/31/2024 |
| Hedging/Pledging | Prohibited for employees and Directors; clawback policy in place |
Vesting and retirement provisions:
- Rule of 70 or Age 62: Buelow meets provision; PSUs prorated if termination before December 31 of grant year, otherwise full earned payout at period end; RSUs distributed ratably (prorated if termination before December 31 of grant year) .
Employment Terms
| Provision | Non-CIC Termination | CIC + Qualifying Termination (Double Trigger) |
|---|---|---|
| Cash Severance | 1.5x salary + defined contribution plan contributions (CEO 2x incl. BPP) | 2x (NEOs) of salary + larger of BPP target (year of term or CIC year) + defined contribution plan contributions (CEO 3x) |
| Benefits Continuation | Up to 18 months for NEOs (CEO up to 24 months) | Up to severance period; specifics per plan |
| Equity Treatment | Vests per award terms (Rule of 70/Age 62; prorated vesting for involuntary not-for-cause) | All equity awards fully vest/are immediately exercisable and remain outstanding per terms |
| Triggers | Double trigger required; no single-trigger CIC | |
| Restrictive Covenants | Non-compete and non-solicit: 18 months for NEOs; clawback for violations | |
| Tax Gross-ups | None; payments reduced if advantageous to avoid 280G excise tax | |
| CIC Definition | ≥25% voting stock acquired; board turnover; merger failing continuity thresholds; liquidation/dissolution |
Estimated payment obligations (companywide illustrative, 12/31/2024):
| Scenario | Total |
|---|---|
| CIC + Qualifying Termination (John G. Buelow) | $3,859,581 (Severance $2,314,072; Welfare $69,705; LTI acceleration $1,475,804) |
| Non-CIC Involuntary Termination (John G. Buelow) | $1,052,332 (Severance $997,554; Welfare $54,778; BPP discretionary) |
Performance & Track Record
- Led significant manufacturing capacity expansions and Brownsburg, IN distribution center; enabled award-winning product launches (600hp V12 Verado, V10 Verado, Avator electric) and global plant improvements; enterprise leadership during COVID-19 response .
- Brunswick 2024 operating context: net sales $5.2B; adjusted EPS $4.57; free cash flow $284M; strong capital returns ($312M via buybacks/dividends) and continued product innovation across brands .
Compensation Structure Analysis
- Cash vs equity mix: For NEOs, 2024 total comp skewed heavily to long-term incentives; RSUs now ratable vesting from 2024, emphasizing retention; BPP paid 0% for all NEOs due to below-threshold performance, reinforcing pay-for-performance discipline .
- Performance metrics: Annual incentives tied to enterprise EPS, FCF, and divisional EBIT; LTIs tied to CFROI/Operating Margin with relative TSR modifier; completed 2022–2024 PSUs paid at 9% of target due to lower performance, demonstrating rigorous thresholds .
- Governance protections: No hedging/pledging; clawback policy exceeding Dodd-Frank; double-trigger CIC; no excise tax gross-ups; option repricing expressly forbidden .
Equity Ownership & Alignment
| Component | Details |
|---|---|
| Beneficial Ownership | 4,557 shares; <1% of class |
| Guideline Compliance | 3x salary ownership requirement; compliant |
| Vested vs Unvested | Unvested RSUs/PSUs detailed above; 2024 vesting now ratable over 3 years |
| Pledging/Hedging | Prohibited; alignment reinforced |
| Options | None outstanding |
Employment Terms
See detailed severance, CIC, and restrictive covenant terms above; Buelow meets Rule of 70/Age 62, which impacts equity treatment upon termination/retirement .
Say-On-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 95% support, with programs reaffirmed as pay-for-performance and aligned with shareholder interests .
Compensation Peer Group (Benchmarking)
- Peer selection emphasizes comparable size/focus; 2024 peer group includes AGCO, Polaris, BorgWarner, Regal Rexnord, Dover, Stanley Black & Decker, Snap-on, Thor, Timken, Toro, Oshkosh, Flowserve, Harley-Davidson, LCI Industries, and Crane; SWK added, Tenneco removed post-privatization .
Risk Indicators & Red Flags
- No related party transactions identified since January 1, 2024 .
- No hedging/pledging; no option repricing; no excise tax gross-ups; double-trigger CIC; strong clawbacks .
- Retirement eligibility (Rule of 70/Age 62) could modestly elevate near-term transition risk, though vesting rules retain alignment (prorations and performance-based PSUs) .
Investment Implications
- Strong alignment: rigorous BPP thresholds (0% payout in 2024) and low PSU payout (9% for 2022–2024) indicate disciplined pay-for-performance and resilience focus amid cyclical headwinds .
- Retention versus flexibility: RSUs now ratable vesting and retirement eligibility can balance retention with succession flexibility; ownership guidelines and anti-hedging/-pledging maintain skin-in-the-game .
- CIC protections: Double-trigger and equity acceleration reduce unwanted turnover risk in a transaction while protecting shareholder interests (no tax gross-ups) .
- Execution track record: Manufacturing expansions and successful product launches under Buelow’s operations leadership support continued share gains at Mercury Marine; monitoring future BPP and PSU outcomes will be key to assessing ongoing value creation .