MaryAnn Wright
BRUNSWICKAbout MaryAnn Wright
MaryAnn Wright (age 63) is an independent director of Brunswick Corporation (BC) serving since 2021. She is a former Group Vice President of Global Engineering and Product Development, Power Solutions at Johnson Controls and held senior roles at Ford Motor Company; her board biography highlights technology/innovation, operations, finance, and program management expertise relevant to BC’s strategy and oversight . BC’s board reports 9 of 10 directors are independent and directors collectively attended 100% of 2024 board and committee meetings; the Board met five times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls Power Solutions | Group VP, Global Engineering & Product Development | 2013–2018 | Led engineering/product development across Power Solutions, bringing technology and operations rigor . |
| Johnson Controls Power Solutions | VP, Technology & Innovation | 2009–2013 | Drove innovation and technology programs; program management and financial discipline . |
| Johnson Controls-Saft | VP & GM Advanced Power Solutions; CEO Johnson Controls-Saft JV | 2007–2009 | Led advanced battery JV; governance and partnership execution . |
| Collins & Aikman Corp. | EVP Engineering, Product Development, Commercial & Program Management | 2006–2007 | Oversight of engineering and commercial programs . |
| Ford Motor Company | Senior roles of increasing responsibility | 1989–2005 | Large-scale operations, program, and manufacturing experience . |
| TechGoddess LLC | Principal & Owner (consultancy in automotive/mobility) | 2017–2019 | Technology/product development advisory . |
External Roles
| Company | Role | Status | Committees/Impact |
|---|---|---|---|
| Group 1 Automotive, Inc. | Director | Current | Not disclosed in BC proxy . |
| Micron Technology | Director | Current | Not disclosed in BC proxy . |
| Solid Power | Director | Current | Not disclosed in BC proxy . |
| Delphi Technologies | Director | Prior | Not disclosed in BC proxy . |
| Maxim Integrated | Director | Prior | Not disclosed in BC proxy . |
Board Governance
- Committee assignments: Human Resources & Compensation; Nominating & Corporate Governance; Wright rotated from Audit & Finance to HR&C and Governance in May 2024 .
- Current committee chairs: Audit & Finance—Reginald Fils‑Aimé; HR&C—Roger J. Wood; Nominating & Corporate Governance—David V. Singer; Executive—David M. Foulkes (Board Chair/CEO) .
- Lead Independent Director: David C. Everitt; Board Chair/CEO roles were combined in March 2025 with lead director responsibilities defined (executive sessions of independent directors, agenda review, liaison role) .
- Independence and attendance: 9 of 10 directors independent; 100% collective attendance at 2024 board and committee meetings; Board met five times; Audit & Finance met 10x; Governance 5x; HR&C 6x; Executive Committee did not meet in 2024 .
Fixed Compensation
| Component (Non-Employee Director Pay) | Amount | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash | $108,333 | Per Director Compensation Table for Wright . |
| 2024 Stock Awards (Grant Date Fair Value) | $170,000 | Paid in Common Stock; Wright did not elect deferred stock with 20% premium . |
| 2024 All Other Compensation | $5,123 | Product Program usage; allowance up to $35,000 available . |
| 2024 Total | $283,456 | Sum of components . |
| Director Compensation Structure (effective May 1, 2024) | Amount / Policy | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Increased from $105,000 . |
| Annual stock retainer | $155,000 | Increased from $150,000 . |
| Lead Independent Director additional retainer (stock) | $50,000 | Paid in stock . |
| Committee chair retainers (stock) | Audit $25,000; HR&C $20,000; Nominating $17,500 | Paid in stock . |
| Committee member retainers (stock) | Audit $12,500; HR&C $10,000; Nominating $8,750 | Paid in stock . |
| Deferral election on cash retainer | 20% premium if taken as deferred stock | Shares determined at award date price . |
| Director Product Program | Up to $35,000 annual allowance | Tax not grossed-up; discounted purchases available . |
| Director stock ownership guideline | 5x annual cash retainer within 5 years | All directors compliant as of Dec 31, 2024 . |
Performance Compensation
Non-employee directors do not receive performance-based cash bonuses or options at BC; equity is delivered as Common Stock (not PSUs) for directors. Wright sits on the HR&C Committee overseeing executive pay-for-performance; below are the 2024 plan metrics and thresholds the Committee administered:
| 2024 BPP Metrics (Executives) | Threshold | Target Range | Maximum |
|---|---|---|---|
| Adjusted EPS – Enterprise | $5.95 | $6.75–$8.00 | $8.75 . |
| Free Cash Flow – Enterprise | $205M | $325M–$475M | $595M . |
| Boat Group Adjusted EBIT | $86M | $110M–$130M | $154M . |
| Navico Group Adjusted EBIT | $60M | $84M–$104M | $128M . |
| Mercury Adjusted EBIT | $586M | $634M–$696M | $744M . |
| Performance Shares (Executives) | Weight | 2022–2024 Target | Outcome |
|---|---|---|---|
| CFROI | 75% | 20.5% target (14.5% threshold; 26.5% max) | Paid 9.0% of target overall (no TSR modifier applied) . |
| Operating Margin | 25% | 16.0% target (11.0% threshold; 21.0% max) | Included in the 9.0% payout above . |
Additional executive pay governance signals:
- 2024 Say-on-Pay approval: 95% support; no program changes made due to the vote .
- Independent compensation consultant (FW Cook) engaged; Committee assessed independence and found no conflicts .
- No excise tax gross-ups; double-trigger CIC equity vesting; robust clawback adopted July 2023 per NYSE rules .
Other Directorships & Interlocks
| External Board | Industry Link to BC | Notes |
|---|---|---|
| Group 1 Automotive, Inc. | Automotive retail | Current director; no related-party transactions disclosed by BC . |
| Micron Technology | Semiconductors | Current director; no related-party transactions disclosed by BC . |
| Solid Power | Battery technology | Current director; no related-party transactions disclosed by BC . |
| Delphi Technologies; Maxim Integrated | Prior public boards | Historical roles; no current BC interlocks disclosed . |
BC’s Governance Committee reports: since January 1, 2024, no related-person transactions were identified for directors/executives .
Expertise & Qualifications
- Technology/Innovation/Digital; Operations/Manufacturing; Governance/Compliance; Global; Public company board experience (as listed in BC’s director skills matrix and Wright’s biography) .
- Finance/program management background; prior executive roles across Johnson Controls and Ford Motor Company .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs/Options Outstanding |
|---|---|---|---|
| MaryAnn Wright | 7,387 | <1% | None reported for Wright; only one director (Whisler) had 1,842 RSUs outstanding as of 12/31/24 . |
- Director stock ownership guideline: hold 5x cash retainer within five years; all directors in compliance as of Dec 31, 2024 .
- Anti-hedging/anti-pledging: BC prohibits hedging and pledging by directors and employees .
Governance Assessment
- Strengths: Independent status; service on HR&C and Governance committees; 100% collective board/committee attendance in 2024; robust executive pay oversight, independent consultant, strong clawback and anti-hedging/pledging policies; no related-party transactions since 1/1/2024 .
- Alignment: Director compensation predominantly stock-based with ownership guidelines; Wright holds 7,387 shares and participates in the Product Program modestly ($5,123 in 2024) .
- Potential watch items: Chair/CEO roles combined in March 2025; mitigated by a strengthened Lead Independent Director role and regular executive sessions .
- Shareholder sentiment: 95% Say‑on‑Pay approval in 2024 supports confidence in pay practices overseen by HR&C (where Wright serves) .
RED FLAGS to monitor: Combined Chair/CEO structure (oversight balance), and any future related-party transactions or deviations from anti-hedging/pledging/option repricing prohibitions—none disclosed for 2024/2025 to date .