Joseph McClanathan
BRUNSWICKAbout Joseph W. McClanathan
Independent director at Brunswick Corporation since 2018, age 72, and retired President & CEO of the Household Products Division of Energizer Holdings. He brings deep manufacturing, sales/marketing, and global operations experience, along with governance, compliance, and executive compensation insight; he serves on the Audit & Finance Committee . Brunswick reports 100% director attendance across Board and committee meetings in 2024; the Board met five times, and independent directors meet in regular executive sessions . Beneficial ownership totals 21,371 shares (<1% of outstanding) as of March 10, 2025, and directors are required to meet stock ownership guidelines (5x annual cash retainer); all directors were in compliance as of December 31, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energizer Holdings, Inc. | President & CEO, Household Products Division | 2004–2012 | Led a global consumer power division; manufacturing, marketing, and international operations expertise |
| Energizer Holdings, Inc. | President — North America | 1999–2004 | Division leadership across sales/operations |
| Ralston Purina / Eveready Battery Co. | VP — Chief Technology Officer (Eveready Battery) | Not disclosed | Technology leadership |
| Ralston Purina / Energizer Power Systems | VP — General Manager | Not disclosed | General management |
| Eveready Battery Co. | Director — Trade Marketing | Not disclosed | Commercial strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Leggett & Platt, Incorporated | Director | — | Public company board experience |
Board Governance
- Committee assignments: Audit & Finance Committee member; all committee members are financially literate, and the chair is an “audit committee financial expert” under SEC and NYSE standards .
- Independence: Listed as an Independent Director; 9 of 10 directors are independent under NYSE standards .
- Attendance and engagement: Directors collectively attended 100% of Board and committee meetings in 2024; the Board met five times, and independent directors regularly meet in executive session .
- Director stock ownership guidelines: Directors must own 5x annual cash retainer within five years; all directors in compliance as of December 31, 2024 .
- Governance policies: Prohibition on hedging and pledging of Company shares; robust clawback policies for executives (context for governance culture) .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual retainer (non-employee directors) | $265,000 (effective May 1, 2024): $110,000 cash + $155,000 stock | Cash portion can be taken in deferred stock at a 20% premium |
| Lead Independent Director retainer | +$50,000 in stock | — |
| Committee chair retainers (stock) | Audit & Finance: $25,000; HRC: $20,000; Nominating & Governance: $17,500 | — |
| Committee member retainers (stock) | Audit & Finance: $12,500; HRC: $10,000; Nominating & Governance: $8,750 | — |
| Product Program allowance (perquisite) | Up to $35,000 annually | Tax on imputed income is not reimbursed |
| 2024 Director Compensation (Joseph W. McClanathan) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $108,333 |
| Stock Awards | $187,500 |
| All Other Compensation (includes Product Program) | $35,000 |
| Total | $330,833 |
| 2024 Stock Award Detail (Grant-Date Fair Values) | Amount |
|---|---|
| Shares of Common Stock | $165,833 |
| 20% Premium on Deferred Stock (cash deferral election) | $21,667 |
Performance Compensation
| Performance-Based Components for Directors | Metrics | Status |
|---|---|---|
| None disclosed for non-employee directors | — | Director compensation is structured as cash retainers and stock awards; no director bonus/performance shares reported |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Leggett & Platt, Incorporated | Director | No related-person transactions identified at Brunswick since Jan 1, 2024; governance processes review and would refer any conflicts for committee/Board review |
Expertise & Qualifications
- Manufacturing and operations; global business; brand/marketing; governance and compliance; public company board experience .
- Audit & Finance Committee member — exposure to accounting, reporting, internal controls, capital allocation, IT/cybersecurity, and risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs Outstanding (as of 12/31/2024) |
|---|---|---|---|
| Joseph W. McClanathan | 21,371 | <1% | — (none) |
Stock Ownership Policy: Directors must hold 5x annual cash retainer; all directors in compliance as of Dec 31, 2024; prohibition on hedging and pledging of shares .
Governance Assessment
- Alignment signals: Independent status; full attendance; election to defer cash fees into stock with a 20% premium; compliance with stringent director ownership guidelines; anti-hedging/anti-pledging policies reduce misalignment risk .
- Committee effectiveness: Participation on Audit & Finance positions him within core financial reporting, risk, IT/cyber governance, and capital allocation oversight; committee membership is entirely financially literate with an audit financial expert as chair .
- Conflicts/related-party exposure: Company reports no related person transactions since Jan 1, 2024; structured process for identifying and reviewing potential conflicts through Governance and Audit & Finance Committees .
- Compensation structure: Director pay emphasizes fixed cash/stock with optional stock deferral, reinforcing ownership; perquisite Product Program ($35,000) is disclosed and taxed, but not reimbursed — noteworthy but common in industry; no performance-based director pay that could skew oversight incentives .
RED FLAGS: None identified in filings — no pledging permitted, no related-party transactions reported, and robust governance/ethics framework in place .