Lauren Flaherty
BRUNSWICKAbout Lauren P. Flaherty
Independent director at Brunswick Corporation (BC); age 67; director since 2018. Former EVP & Chief Marketing Officer at CA Technologies (2013–2018) with prior senior marketing leadership at Juniper Networks and Nortel, and earlier career at IBM. Currently serves on BC’s Audit & Finance Committee (rotated from HRC and Nominating & Corporate Governance in May 2024); Board affirms independence for all directors other than the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CA Technologies, Inc. | Executive Vice President & Chief Marketing Officer | 2013–2018 | Led global marketing for enterprise software; strategic planning and technology leadership |
| Juniper Networks, Inc. | Chief Marketing Officer & EVP | 2009–2013 | Brand and go-to-market leadership in networking |
| Nortel Networks Corporation | Chief Marketing Officer | 2006–2009 | Marketing leadership in telecom |
| IBM | Various roles of increasing responsibility | 1980–2006 | Global operations and marketing experience |
| McKinsey & Company | Senior Advisor | 2021 | Strategic advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xactly Corp. | Director (prior) | Not disclosed | Public company board experience |
Board Governance
- Committees: Audit & Finance (member); rotated into Audit & Finance in May 2024 from Human Resources & Compensation and Nominating & Corporate Governance .
- Independence: Board determined all directors other than CEO are independent; Flaherty is independent .
- Attendance: Board met five times in 2024; directors collectively attended 100% of Board and committee meetings .
- Committee activity: Audit & Finance met 10 times (members include Flaherty); Nominating & Corporate Governance met 5 times; HRC met 6 times .
- Leadership structure: Chair and CEO roles combined effective March 1, 2025; Lead Independent Director (David C. Everitt) elected with defined responsibilities .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $108,333 | Annual director cash fees earned |
| Stock Awards (fair value) | $167,917 | Includes required equity retainer (and any elections) |
| All Other Compensation | $35,000 | Brunswick Product Program allowance |
| Total | $311,250 | Sum of cash, stock awards, and other compensation |
Director fee schedule (effective May 1, 2024):
- Annual retainer: $265,000, split $110,000 cash and $155,000 in Common Stock .
- Lead Independent Director retainer: +$50,000 in Common Stock .
- Committee Chair retainers: Audit & Finance $25,000; HRC $20,000; Nominating & Corporate Governance $17,500 (paid in Common Stock) .
- Committee member retainers: Audit & Finance $12,500; HRC $10,000; Nominating & Corporate Governance $8,750 (paid in Common Stock) .
- Optional election: cash retainer may be taken as deferred Common Stock with 20% premium .
Performance Compensation
- No performance-based compensation for directors disclosed; director pay comprises cash and equity retainers and committee fees, plus product program allowance .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Xactly Corp. | Prior director | No disclosed BC-related transactions or conflicts |
| CA Technologies (prior employer) | EVP & CMO (2013–2018) | Another BC director (Nancy Cooper) was CA CFO earlier (2006–2011), but no overlap in tenure; no related-party transactions disclosed |
Expertise & Qualifications
- Brand & Marketing; Technology/Innovation/Digital; Global operations; Public company board experience (as categorized in BC’s skills matrix) .
- Audit & Finance Committee members are determined financially literate by the Board; chair designated “audit committee financial expert” under SEC/NYSE standards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs Outstanding | Ownership Guidelines | Hedging/Pledging |
|---|---|---|---|---|---|
| Lauren P. Flaherty | 13,763 | <1% (*) | — | Directors must own ≥5x annual cash retainer within 5 years; all directors in compliance as of 12/31/2024 | Prohibited for directors (anti-hedging and anti-pledging policy) |
Governance Assessment
- Strengths: Independent director with deep technology and marketing credentials; active on Audit & Finance during a period of heightened audit, risk, AI governance, cybersecurity, and capital allocation oversight; Board reports 100% meeting attendance in 2024; no related-party transactions identified since Jan 1, 2024; strict anti-hedging/pledging and director ownership requirements support alignment .
- Signals: Rotation into Audit & Finance in May 2024 suggests Board confidence in financial literacy and oversight contributions; equity-based retainer increases alignment (stock awards component) .
- Potential risks/monitoring: Combined Chair/CEO structure heightens importance of effective Lead Independent Director and committee independence; continued scrutiny of audit and risk oversight appropriate. Board maintains executive sessions of independent directors and defines LID responsibilities, mitigating concerns .
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, option repricing, or attendance issues .