Nancy Cooper
BRUNSWICKAbout Nancy E. Cooper
Independent director at Brunswick Corporation (BC); former EVP & CFO of CA Technologies (retired). Director since 2013; age 71. Current board roles include Audit & Finance and Nominating & Corporate Governance; she rotated off the Non‑Executive Board Chair position effective March 1, 2025 after serving as Board Chair for the last four annual meetings. Independent under NYSE standards. The Board reported 100% aggregate attendance at board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CA Technologies, Inc. | Executive Vice President & Chief Financial Officer | 2006–2011 | CFO experience; technology and financial expertise |
| IMS Health, Inc. | Chief Financial Officer | 2001–2006 | CFO experience; data/IT services exposure |
| IBM Corporation | Senior Management Group (technology strategy and financial management) | ~20 years (prior to 2001) | Technology strategy; financial management |
External Roles
| Company | Role | Notes |
|---|---|---|
| Aptiv PLC | Director | Current public company directorship |
| Teradata Corporation | Director | Prior public company directorship |
| The Mosaic Company | Director | Prior public company directorship |
| Guardian Life Insurance Company of America | Director | Prior board service (mutual insurer) |
Board Governance
- Independence and attendance
- Independent director; 9 of 10 directors were independent in 2024; all directors other than the CEO are independent per NYSE standards. Directors collectively attended 100% of 2024 board and committee meetings.
- Leadership and roles
- Served as Non‑Executive Board Chair for the last four annual meetings; rotated out effective March 1, 2025. The Board combined Chair/CEO roles with David M. Foulkes as Board Chair and appointed David C. Everitt as Lead Independent Director.
- Committee memberships (current)
- Audit & Finance; Nominating & Corporate Governance. Rotated from Human Resources & Compensation to Audit & Finance effective March 1, 2025.
- Executive sessions
- Independent directors regularly meet in executive session without management.
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash fees | $108,333 | 2024 director cash retainer portion earned |
| Stock awards | $332,083 | Includes equity retainer; also reflects her 2024 Board Chair additional retainer paid in stock (see footnote) |
| Other compensation | $35,000 | Brunswick Product Program allowance (imputed income) |
| Total (FY2024) | $475,416 | Sum of above |
| Board Chair additional retainer (FY2024) | $160,000 | Additional retainer for service as Board Chair, paid in Common Stock |
Director compensation structure (effective May 1, 2024): annual retainer $265,000 ($110,000 cash; $155,000 in Common Stock); additional retainers: Lead Independent Director $50,000 (stock); Committee Chairs—Audit & Finance $25,000, HRC $20,000, Nominating & Corporate Governance $17,500 (stock); Committee members—Audit & Finance $12,500, HRC $10,000, Nominating & Corporate Governance $8,750 (stock). Cash portion may be taken as deferred stock with a 20% premium.
Performance Compensation (Director)
| Feature | Status | Notes |
|---|---|---|
| Annual bonus | Not applicable | Directors are paid via retainers; no director bonus program disclosed |
| Options | None disclosed for directors | Director compensation consists of cash and stock retainers; no option grants disclosed for directors |
| Performance share/PSU metrics | Not applicable to directors | Performance share metrics (CFROI, Operating Margin, TSR) apply to executives, not directors |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| Aptiv PLC | Director | External audit/finance experience supports BC board audit oversight; no related‑party transactions with BC identified since Jan 1, 2024 |
Expertise & Qualifications
- CFO/Finance: Former EVP & CFO at CA Technologies; former CFO at IMS Health; key skills include Audit/Finance and CEO/CFO experience.
- Technology/Innovation: Career at IBM and CA Technologies; board skill matrix includes Technology/Innovation/Digital.
- Governance/Compliance: Identified in board skills; service on another public company audit committee noted in bio.
- Global operations and public company board experience.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 25,361 | As of March 10, 2025 |
| Shares outstanding (for % calc) | 65,907,338 | As of March 10, 2025 (record date) |
| Ownership as % of shares outstanding | ~0.04% | 25,361 / 65,907,338 |
| Outstanding RSUs (director) | — | No outstanding director RSUs for Cooper as of Dec 31, 2024 |
| Shares pledged as collateral | Prohibited | Company policy prohibits pledging by directors |
| Hedging policy | Prohibited | Company policy prohibits hedging by directors |
| Director ownership guideline | 5x annual cash retainer | Must be met within five years; measured annually |
| Compliance status | In compliance | All directors were in compliance as of Dec 31, 2024 |
Governance Assessment
- Strengths
- Long-tenured, financially sophisticated independent director with CFO and technology credentials; currently serves on Audit & Finance and Nominating & Corporate Governance.
- Service as Non‑Executive Board Chair (four annual meetings) provides continuity and board leadership experience; smooth transition executed on March 1, 2025 with Lead Independent Director appointed.
- Strong board hygiene: 100% aggregate attendance; majority independent board; independent director executive sessions.
- Ownership alignment mechanisms: meaningful stock retainer; 5x retainer ownership guideline; option/hedging/pledging prohibitions; ability to defer cash into stock with 20% premium.
- No related‑party transactions identified since January 1, 2024.
- Shareholder signal: 95% Say‑on‑Pay approval in 2024 indicates broad support for pay practices and board oversight.
- Watch items
- Governance structure change: Chair and CEO roles combined in 2025; mitigated by appointing a Lead Independent Director and maintaining independent committees.
- Product allowance ($35,000) is a standard director perquisite at BC; disclosed as imputed income. Not a conflict but note for optics.
No specific conflicts or related‑party transactions involving Ms. Cooper were disclosed; Board independence and ethics policies (anti‑hedging/pledging, related‑party review) are robust.