Reginald Fils-Aimé
BRUNSWICKAbout Reginald Fils-Aimé
Independent director at Brunswick Corporation (BC), age 63, serving since 2021. Former President and COO of Nintendo of America (2006–2019) and Executive Officer of Nintendo Co., Ltd. (2016–2019); Managing Partner of Brentwood Growth Partners LLC (2019–present). Skills highlighted by BC include audit/finance literacy, brand/marketing, global operations, public company board experience, and technology/innovation/digital expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nintendo of America Inc.; Nintendo Co., Ltd. | President & COO (NoA); Executive Officer (NCL) | 2006–2019 (President & COO); 2016–2019 (Executive Officer) | Led major consumer brand, technology, and innovation initiatives; transformation experience cited by BC |
| Brentwood Growth Partners LLC | Managing Partner | 2019–present | Leadership consultancy; strategic planning and human capital insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spin Master Corporation | Director | Not disclosed | Current public company board |
| GameStop Corporation | Director | Not disclosed | Prior public company board |
| UTA Acquisition Corporation | Chairman | Not disclosed | Prior SPAC role |
Board Governance
- Independence: BC reports 9 of 10 directors are independent under NYSE standards; Reginald is identified as an Independent Director .
- Committee assignments: Chair, Audit & Finance Committee (members: Reginald Fils-Aimé (C), Nancy E. Cooper, Lauren P. Flaherty, Joseph W. McClanathan, J. Steven Whisler) .
- Audit & Finance Committee scope: Oversees accounting/auditing/reporting practices; internal controls; IT, AI governance, information security/cybersecurity; capital allocation/financial structure; financing proposals, dividends, hedging and derivatives; legal/regulatory compliance. Chair designated an “audit committee financial expert”; all members financially literate .
- Attendance and engagement: Directors collectively attended 100% of 2024 board and committee meetings. Committee meeting counts: Audit & Finance—10; Nominating & Corporate Governance—5; Human Resources & Compensation—6; Executive Committee did not meet in 2024 .
- Audit Committee transition: David Singer rotated off in March 2025; Audit & Finance Committee report for FY2024 signed by Singer (former Chair), Reginald Fils-Aimé, Lauren Flaherty, and Joseph McClanathan; Deloitte independence affirmed; fees detailed and pre-approved .
Fixed Compensation
Program structure (non-employee directors):
- Annual retainer (effective May 1, 2024): $265,000 total; $110,000 cash and $155,000 in Common Stock; Lead Independent Director additional $50,000 in Common Stock .
- Committee fees (Common Stock): Audit & Finance Chair $25,000; members $12,500. HR & Compensation Chair $20,000; members $10,000. Nominating & Corporate Governance Chair $17,500; members $8,750 .
- Product Program: Annual allowance up to $35,000 for Brunswick products/ownership expenses; imputed income reported; no tax gross-up .
2023–2024 compensation for Reginald Fils-Aimé:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $105,000 | $108,333 |
| Stock Awards (ASC 718) | $159,167 | $165,833 |
| All Other Compensation (Product Program) | $35,000 | $35,000 |
| Total | $299,167 | $309,166 |
Grant date fair values (FY 2024):
| Component | Amount |
|---|---|
| Common Stock grant date fair value | $165,833 |
| 20% premium on deferred cash (if elected) | Not applicable for Reginald (— reported) |
Performance Compensation
- Non-employee director pay at BC does not include performance-based bonuses, PSUs, or options; directors receive retainers and equity grants intended for alignment, not contingent metrics .
Director compensation alignment policies:
| Policy/Metric | Design | Status/Value |
|---|---|---|
| Share ownership requirement | 5x annual cash retainer; measured annually using prior year average price; includes deferred stock units | All directors in compliance as of Dec 31, 2024 |
| Cash fee deferral into stock | Optional; 20% share premium applied to deferred cash converted into DSUs | Directors may elect; Reginald did not report premium in 2024 |
| Anti-hedging/pledging | Hedging and pledging of company shares prohibited for directors | Policy in place; applies to directors |
Other Directorships & Interlocks
| Company | Relationship to BC | Potential Interlock/Conflict |
|---|---|---|
| Spin Master Corporation | Unrelated industry (toys/entertainment) | No related person transactions disclosed since Jan 1, 2024 |
| GameStop Corporation | Prior role; unrelated retail | No related person transactions disclosed since Jan 1, 2024 |
| UTA Acquisition Corporation | Prior SPAC role | No related person transactions disclosed since Jan 1, 2024 |
Expertise & Qualifications
- Strategic planning, digital technology, human resources, and financial matters; transformation experience from Nintendo leadership .
- Skills matrix: audit/finance, brand & marketing, global, public company boards, technology/innovation/digital .
- Audit & Finance Committee chair designated an “audit committee financial expert”; members financially literate .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Mar 10, 2025) | % of Class | RSUs Outstanding (as of Dec 31, 2024) |
|---|---|---|---|
| Reginald Fils-Aimé | 7,915 | <1% | — (none) |
Ownership alignment and risk controls:
- Share ownership guideline requires 5x cash retainer within five years; all directors compliant as of Dec 31, 2024 .
- Anti-hedging and anti-pledging policies prohibit hedging/pledging by directors .
Governance Assessment
- Strengths: Independent status; A&F Chair with financial literacy and “audit committee financial expert” designation; comprehensive A&F oversight scope including cybersecurity and capital allocation; full board/committee attendance collectively in 2024; strong alignment policies (ownership requirements; anti-hedging/pledging) .
- Compensation alignment: Mix of cash and stock with optional deferral premium encourages ownership; committee chair fees are equity-based, reinforcing alignment. Year-over-year increase in total director compensation (FY 2024 vs FY 2023) modest and tied to program updates; no performance-based pay that could misalign oversight objectivity .
- Conflicts/Red Flags: No related person transactions identified since Jan 1, 2024; hedging/pledging prohibited; product program disclosed and standardized across directors (allowance up to $35,000), with imputed income and no tax gross-up. No individual attendance shortfalls reported; Exec Committee did not meet in 2024 (normal, convened as-needed) .
Overall, Reginald Fils-Aimé’s governance profile at BC signals board effectiveness and investor-aligned oversight given his A&F leadership, technology/consumer expertise, independence, and adherence to robust ownership and anti-hedging policies .