Steven Whisler
BRUNSWICKAbout J. Steven Whisler
Independent director of Brunswick Corporation (NYSE: BC) since 2007; age 70. Former Chairman & CEO of Phelps Dodge Corporation with deep experience in global operations, regulatory compliance, finance, human resources, and risk oversight. Current committee assignments: Audit & Finance and Nominating & Corporate Governance; rotated from Human Resources & Compensation effective March 1, 2025. Collective Board and committee attendance was 100% in 2024, reinforcing strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phelps Dodge Corporation | Chairman & CEO | 2000–2007 | Led multinational mining/manufacturing operations; strategic guidance on financial, HR, and risk oversight |
| Phelps Dodge Corporation | President & COO | Prior to 2000 (employed since 1976) | Senior operating leadership, global operations experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CSX Corporation | Director | Not disclosed | Current public company directorship |
| Burlington Northern Santa Fe Corporation | Director | Prior | Former public company board service |
| U.S. Airways Group, Inc. | Director | Prior | Former public company board service |
| International Paper Company | Director | Prior | Former public company board service |
Board Governance
- Independence: Independent Director .
- Committee assignments (current): Audit & Finance (member); Nominating & Corporate Governance (member). Rotated from Human Resources & Compensation on March 1, 2025 .
- Meeting cadence in 2024:
- Audit & Finance: 10 meetings
- Nominating & Corporate Governance: 5 meetings
- Human Resources & Compensation: 6 meetings
- Lead Independent Director: David C. Everitt .
- Collective attendance: 100% across Board and committees in 2024 .
- Director compensation oversight: Governance Committee uses outside compensation consultants and market data to recommend director pay design .
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $108,333 |
| Stock Awards (Grant-date fair value) | $196,667 |
| All Other Compensation (Brunswick Product Program) | $35,000 |
| Total | $340,000 |
Additional details:
- Grant-date fair value breakdown: $175,000 shares of Common Stock; $21,667 attributable to 20% premium on deferral of cash fees into deferred stock .
- He elected to receive all or a portion of annual cash fees in deferred Common Stock (eligible for 20% premium) .
- Director pay structure effective May 1, 2024: Annual retainer $265,000 ($110,000 cash; $155,000 stock). Committee retainers (paid in stock): Audit & Finance Chair $25,000; HRC Chair $20,000; Nominating & Corporate Governance Chair $17,500; Audit member $12,500; HRC member $10,000; Nominating member $8,750. Lead Independent Director receives +$50,000 in stock .
- Product Program: Directors receive up to $35,000 allowance for Brunswick products annually; imputed income is reported, no tax gross-up .
Performance Compensation
- Directors do not receive performance-conditioned equity awards (e.g., PSUs with TSR/CFROI metrics are for executives, not directors) .
| Director Performance Metrics | Structure | Notes |
|---|---|---|
| Not applicable | N/A | Brunswick’s disclosed performance metrics apply to executive compensation; director equity is granted as Common Stock and may be deferred . |
Other Directorships & Interlocks
| Company | Relationship to Brunswick | Potential Interlock Risk |
|---|---|---|
| CSX Corporation (current) | Rail transportation; not a disclosed customer/supplier | No related-person transactions policy references specific interlocks; Governance Committee oversees conflicts . |
| Burlington Northern Santa Fe (prior) | Rail transportation | Prior role; no current conflict disclosed |
| U.S. Airways Group (prior) | Airline | Prior role; no current conflict disclosed |
| International Paper (prior) | Paper products | Prior role; no current conflict disclosed |
Related party oversight: Governance Committee administers conflict-of-interest policies; Directors complete related-person questionnaires; policy prohibits hedging/pledging of Brunswick shares by Directors .
Expertise & Qualifications
- Global operations and regulatory compliance expertise from leading Phelps Dodge (mining/manufacturing) .
- Financial and governance acumen; risk oversight; HR and strategic advisory experience .
- Skills matrix: Audit/Finance; CEO/CFO experience; Global; Governance & Compliance; Operations/Manufacturing; Public company board; Technology/Innovation/Digital .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficially owned shares (as of March 10, 2025) | 89,445 (less than 1%) |
| RSUs outstanding (granted prior years; as of Dec 31, 2024) | 1,842 |
| Indirect holdings (family trust) | 1,000 shares (reported on Form 4) |
| Director share ownership guideline | 5x annual cash retainer; all Directors in compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for Directors |
Insider Trades (recent)
| Date | Transaction | Shares | Price | Resulting Direct Ownership | Notes |
|---|---|---|---|---|---|
| Jan 31, 2025 | Acquisition (A) – deferred shares | 1,134 | $67.44 | 89,445 direct; 1,000 indirect (family trust) | Deferred shares to be distributed in installments after ceasing Board service; includes 459 shares acquired via dividend reinvestments in Dec 2024 |
Additional SEC filings in late 2025 reported further acquisitions (Oct 31 and Nov 3, 2025) .
Governance Assessment
- Strengths: Independent status; active roles on Audit & Finance and Nominating & Corporate Governance; robust attendance; anti-hedging/pledging policy; clear director ownership guidelines with full compliance; use of independent compensation consultants for director pay design .
- Alignment: Significant beneficial share ownership and use of deferred stock with 20% premium indicates long-term alignment; receipt of equity compensation in stock (with option to defer) strengthens skin-in-the-game .
- Pay structure: Director compensation is primarily fixed retainer plus equity grants; no performance-conditioned director awards, reducing incentive risk for short-termism .
- Potential watchpoints: Long tenure (Director since 2007) may warrant refresh considerations over time; however, Board’s structured candidate selection process and regular performance reviews mitigate entrenchment risk .
- Conflicts: No pledging/hedging allowed and Governance Committee oversight of related-person transactions reduce conflict risk; no specific related-party transactions involving Mr. Whisler are disclosed in the proxy .