Roger Wood
BRUNSWICKAbout Roger J. Wood
Roger J. Wood, age 62, has served on Brunswick Corporation’s Board since 2012. He is a former Co‑CEO of Tenneco and previously CEO of Dana Corporation, with deep operating, manufacturing, and global leadership experience across automotive and industrial technologies. At Brunswick, he is an Independent Director and currently chairs the Human Resources & Compensation Committee and serves on the Executive Committee, reflecting strong engagement in pay, succession, and human capital oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenneco, Inc. | Co‑Chief Executive Officer | Jul 2018 – Jan 2020 | Led global OE automotive components; manufacturing and operations expertise |
| Fallbrook Technologies Inc. | Chairman & Chief Executive Officer | Feb 2018 – Jul 2018 | Technology developer/manufacturer leadership |
| Dana Corporation | President & Chief Executive Officer | 2011 – 2015 | Business management, global operations, strategic planning |
| BorgWarner Inc. | Group President, Engine; roles of increasing responsibility | 2005 – 2011 (Group President 2010–2011) | Manufacturing, technology, customer solutions |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| PHINIA, Inc. | Director | Current | Public company board experience |
| Goodyear Tire & Rubber Company | Director | Current | Public company board experience |
| Tenneco, Inc. | Director | Former | Prior public company board |
| Fallbrook Technologies Inc. | Director | Former | Prior private company board |
Board Governance
- Independence: Independent Director (NYSE standards); Brunswick reports 9 of 10 directors independent; all directors other than the CEO are independent .
- Attendance: Directors collectively attended 100% of Board and committee meetings in 2024; Board met five times .
- Leadership: Board Chair and CEO roles combined in 2025 with Lead Independent Director (David C. Everitt) overseeing executive sessions and agenda review; independent directors meet in executive session regularly .
- Committee assignments for Roger Wood:
- Human Resources & Compensation Committee — Chair; met 6 times in 2024; retains FW Cook as independent consultant; no consultant conflicts identified .
- Executive Committee — Member (Executive Committee comprises Board Chair, Lead Independent Director, and committee chairs; it did not meet in 2024) .
- Nominating & Corporate Governance — Rotated off effective March 1, 2025 .
Fixed Compensation
| Component | Amount/Structure | 2024 Amounts for Roger Wood |
|---|---|---|
| Annual retainer (non‑employee directors) | $265,000 total: $110,000 cash + $155,000 in Common Stock (effective May 1, 2024) | Included in “Fees Earned or Paid in Cash” and “Stock Awards” |
| Committee Chair fees | HR & Compensation Chair: $20,000 (stock); Audit Chair: $25,000; Nominating Chair: $17,500 (stock) | $20,000 for HRCC Chair (stock) |
| Committee member fees | Audit: $12,500; HR&C: $10,000; Nominating: $8,750 (stock) | N/A (Chair) |
| Deferral election | Cash portion can be taken as deferred Common Stock with a 20% premium | Elected deferral with 20% premium |
| Product program | Up to $35,000 allowance annually for Brunswick products | $35,000 |
2024 Director Compensation (Roger Wood)
| Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total |
|---|---|---|---|
| $108,333 | $200,417 (includes retainer stock and 20% deferral premium) | $35,000 | $343,750 |
Grant Date Fair Value Detail (Roger Wood)
| Grant Date Fair Value of Shares of Common Stock | Grant Date Fair Value from 20% Premium on Deferred Cash |
|---|---|
| $178,750 | $21,667 |
Performance Compensation
| Element | Status for Directors |
|---|---|
| Annual/long‑term incentive metrics (EPS, FCF, EBIT, CFROI, Operating Margin, TSR) | Not applicable to non‑employee directors; directors receive retainers and equity grants tied to board service, not performance plans . RSU overhang for directors: none for Wood; only Whisler had outstanding prior RSUs as of Dec 31, 2024 . |
Other Directorships & Interlocks
| Company | Relationship to Brunswick | Potential Interlock/Conflict Indicator |
|---|---|---|
| PHINIA, Inc.; Goodyear Tire & Rubber Company | Unrelated industries (automotive/fuel systems/tires vs. marine) | No related‑person transactions identified since Jan 1, 2024; Governance Committee oversees related‑party policy and reviews potential conflicts . |
Expertise & Qualifications
- CEO/CFO experience; Operations/Manufacturing; Global; Technology/Innovation/Digital; Audit/Finance; Public company board experience (per Board skills matrix) .
- Background across large, complex industrials provides insight into manufacturing, human capital, strategic planning, and compensation governance .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Roger J. Wood | 62,013 | * (<1%) | Directors must own ≥5x annual cash retainer within five years; all directors in compliance as of Dec 31, 2024 . Anti‑hedging and anti‑pledging policy applies to directors . |
RSUs Outstanding (Directors as of Dec 31, 2024)
| Director | Aggregate RSUs Outstanding |
|---|---|
| Roger J. Wood | — |
Governance Assessment
- Committee leadership and engagement: As HRCC Chair, Wood oversees CEO pay, senior executive compensation, succession planning, and human capital strategy; independent consultant (FW Cook) engaged with no conflicts, reinforcing pay‑for‑performance and governance rigor .
- Attendance and effectiveness: 100% collective attendance in 2024 across Board/committees; HRCC met six times, indicating active oversight during a challenging year .
- Independence and conflicts: Independent status; no related‑person transactions since Jan 1, 2024; robust ethics, insider trading, anti‑hedging/pledging, and clawback regimes bolster alignment and investor protection .
- Signals: 2024 Say‑on‑Pay received 95% support, suggesting shareholder confidence in compensation oversight (including committee leadership by Wood) . Board’s Chair/CEO combination in 2025 is mitigated by a strong Lead Independent Director role and regular executive sessions—a governance structure to monitor for balance and accountability .
- RED FLAGS: None identified for Wood—no pledging/hedging allowed; no related‑party transactions flagged; compensation structure for directors is standard and primarily equity retainer. Monitor broader board leadership structure (Chair/CEO duality) and continued ownership alignment and attendance (currently strong) .