Ryan Gwillim
BRUNSWICKAbout Ryan Gwillim
Brunswick’s Executive Vice President and Chief Financial and Strategy Officer (CFO) since June 17, 2020; previously VP Finance & Treasurer and VP Investor Relations. He is a CPA with bachelor’s and master’s degrees in accounting and a JD from the University of Illinois; age 41 at appointment in 2020 . Under Brunswick’s leadership during his tenure, 2024 results included net sales of $5.2B, adjusted EPS of $4.57, free cash flow of $284M, and $312M returned to shareholders (dividends + buybacks) . Pay-versus-performance disclosures show a 2024 total shareholder return value of $117.40 on a $100 investment initiated 12/31/2019 and net income of $130.1M for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brunswick Corporation | EVP & Chief Financial and Strategy Officer | 2020–present | Oversees enterprise finance and strategy; capital allocation; investor relations . |
| Brunswick Corporation | VP, Finance & Treasurer (IR & M&A responsibility) | 2019–2020 | Led IR and M&A; supported capital strategy and liquidity positioning . |
| Brunswick Corporation | VP, Investor Relations | 2017–2019 | Drove investor communications during portfolio transformation . |
| Brunswick Corporation | Corporate Counsel; Assistant GC – Corporate & Securities; Associate GC – International & M&A | 2011–2017 | Supported corporate, securities, international and M&A legal matters . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baker & McKenzie (Chicago) | Associate | Prior to 2011 | Corporate/securities grounding before joining Brunswick . |
Fixed Compensation
| Year | Base Salary (Paid) | Base Salary (as of 12/31) | Target Bonus (BPP) | Actual Bonus Paid | Stock Awards (Grant-Date FV) | All Other Compensation | Total |
|---|---|---|---|---|---|---|---|
| 2024 | $667,539 | $674,000 | $600,785 target award amount (plan-based) | $0 (below threshold) | $1,899,737 | $90,461 | $2,657,737 |
| 2023 | $636,539 | — | — | $391,900 | $1,599,357 | $136,568 | $2,764,364 |
| 2022 | $586,539 | — | — | $350,600 | $1,350,439 | $121,322 | $2,408,900 |
Perquisites and benefits (2024): product program utilized $7,003; executive physical $11,466; company contributions to qualified $23,700 and non-qualified plans $48,292 .
Performance Compensation
Annual Incentive (BPP) – 2024 Design and Outcome
| Metric | Weighting | Threshold | Target Range | Maximum | 2024 Outcome | Payout |
|---|---|---|---|---|---|---|
| Adjusted EPS (Enterprise) | 75% (Corporate participants incl. CFO) | $5.95 | $6.75–$8.00 | $8.75 | Below threshold (no funding) | 0% |
| Free Cash Flow (Enterprise) | 25% (Corporate participants) | $205M | $325M–$475M | $595M | Below threshold (no funding) | 0% |
Notes: Division EBIT component applies only to division NEOs; not applicable to CFO . All NEOs (including CFO) received no 2024 BPP payout due to performance below thresholds .
Long‑Term Incentives (Equity)
| Award Type | Metric(s) and Weighting | Modifier | Grant Details (2024) | Vesting |
|---|---|---|---|---|
| Performance Shares | CFROI (75%), Operating Margin (25%) | ±20% TSR vs S&P 400 Consumer Discretionary (cap 200%) | 11,110 target shares on 2/15/2024 (CFO) | Cliff after 3-year performance period, paid based on actuals |
| Restricted Stock Units | Absolute TSR alignment via stock; retention-focused | — | 10,780 RSUs on 2/15/2024 (CFO) | Ratable 1/3 per year over 3 years (changed from prior cliff) |
Completed cycle: 2022–2024 PSU payout was 9.0% of target (below three‑year targets; TSR modifier neutral) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 9,169 shares as of March 10, 2025 (less than 1% of outstanding) . |
| Unvested equity (12/31/2024) | RSUs: 11,013 ($712,330); PSUs (target): 11,110 ($718,595) . |
| 2024 vesting realized | 6,443 shares vested; value realized $541,841 . |
| Ownership guidelines | CFO must hold stock = 3× base salary; retention of 50% of after-tax profits on vested shares until met; all NEOs in compliance as of 12/31/2024 . |
| Hedging/pledging | Prohibited for all employees and Directors; no pledging allowed . |
| Insider trading policy | Comprehensive policy; use of 10b5‑1 plans referenced; company avoids repurchases while possessing MNPI . |
Vesting schedule and potential selling pressure: 2024 RSUs vest ratably over three years (creates a predictable annual vesting cadence); PSUs cliff‑vest after performance period, both typically released on standard schedules which can influence periodic Form 4 activity .
Employment Terms
| Provision | CFO Terms |
|---|---|
| Severance (no CIC) | 1.5× (salary + company DC contributions); benefits continuation up to 18 months; BPP at CEO discretion (CEO has separate guarantee) . |
| Change in Control (double‑trigger) | 2× (salary + larger of target BPP for year of termination/CIC year + DC plan contributions); full equity vesting; benefits through severance period . |
| Restrictive covenants | 18‑month non‑compete/non‑solicit; perpetual NDA and non‑disparagement; clawback expansion for restrictive covenant breaches . |
| Excise tax gross‑up | None; “best after tax” cutback applies . |
| Clawbacks | SEC/Dodd‑Frank compliant restatement clawback; broader company policy for certain misconduct and covenant breaches . |
Estimated payment obligations (as of 12/31/2024):
- Absent CIC: Severance $1,118,987; Welfare benefits $54,778; Total $1,173,765; BPP target shown $606,600 (discretionary) .
- Following CIC (double‑trigger): Severance $2,705,182; Welfare benefits $69,705; Accelerated LTIs $3,569,712; Total $6,344,599 .
Compensation Structure Analysis
- Pay-for-performance discipline: 2024 BPP paid 0% for all NEOs as enterprise results were below thresholds; 2022–2024 PSUs paid only 9% of target, indicating demanding multi‑year hurdles (CFROI and operating margin) and relative TSR rigor .
- Mix and risk profile: CFO compensation emphasizes equity (RSUs and PSUs); RSU shift to 3‑year ratable vesting in 2024 increases retention but may modestly heighten predictable vest‑driven selling windows versus single cliff vest events .
- Metrics transparency: Annual plan relies on Adjusted EPS and FCF; long‑term plan on CFROI and operating margin with a TSR modifier, aligning with cash generation and profitability priorities .
- Shareholder alignment safeguards: Strong ownership guidelines (3× salary), prohibition on hedging/pledging, and robust clawbacks mitigate misalignment risks .
Related Party Transactions
- None identified since January 1, 2024 under the company’s Related Person Transactions Policy .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 95% support at the 2024 Annual Meeting; no direct program changes were made as a result .
Performance & Track Record
- 2024 business outcomes: Net sales $5.2B; GAAP EPS $2.21; adjusted EPS $4.57; free cash flow $284M; $312M capital returned to shareholders via dividends and buybacks .
- Strategic execution: Continued market share gains in outboard engines; extensive product launches; disciplined working capital and cost containment underpinning cash generation .
Equity Grant Details (2024)
| Date | Type | Shares/Target | Grant-Date FV |
|---|---|---|---|
| 2/15/2024 | Performance Shares (target) | 11,110 | $950,127 |
| 2/15/2024 | RSUs | 10,780 | $949,610 |
Vesting: PSUs vest based on 3‑year performance; RSUs vest 1/3 annually over 3 years .
Ownership & Deferred Compensation Detail (2024)
- Restoration Plan (non‑qualified DC): Company contribution $48,292; executive contribution $35,722; aggregate year earnings $72,988; aggregate balance $621,571 .
- 2024 “All Other Compensation” components summarized above include qualified plan $23,700, non‑qualified plan $48,292, product program $7,003, executive physical $11,466 .
Investment Implications
- Incentive outcomes and discipline: Zero 2024 cash bonus and 9% PSU payout for the 2022–2024 cycle demonstrate tight performance gates; this supports alignment but may increase retention risk if external offers provide greater cash certainty .
- Vesting-driven supply: Annual RSU vesting through 2026 creates recurring potential Form 4 activity; investors should monitor vesting windows for technical selling pressure rather than fundamental signals .
- Alignment and downside protections: Strong stock ownership requirements, anti‑hedging/pledging, and clawbacks enhance alignment and reduce governance red flags; absence of excise tax gross‑ups is shareholder‑friendly .
- Change‑in‑control economics: At 12/31/2024, estimated double‑trigger CIC package of ~$6.3M (including equity acceleration) suggests manageable dilution/overhang; terms are standard for mid‑cap industrials and double‑trigger mitigates windfall risk .